HomeMy WebLinkAbout2010/05/11 Item 3
CITY COUNCIL
AGENDA STATEMENT
::::::,~f::. CITY OF
. (HULA VISTA
ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
,~)
MAY 11, 2010, Item J
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA (I) WAIVING THE CITY'S FORMAL
BIDDING PROCESS INVOLVING SELECTION OF A
CONSULTANT TO IMPLEMENT SDG&E/CHULA VISTA
LOCAL GOVERNMENT PARTNERSHIP PROGRAM'S
ENERGY-EFFICIENT ECONOMIC DEVELOPMENT
INITIATIVE; (2) APPROVING AN AGREEMENT WITH
DOUGLAS R. NEWMAN IN THE AMOUNT OF SIXTY
FIVE THOUSAND DOLLARS ($65,000) TO ASSIST THE
CITY IN THE IMPLEMENTATION OF SDG&E/CHULA
VISTA LOCAL GOVERNMENT PARTNERSHIP
PROGRAM'S ENERGY-EFFICIENT ECONOMIC
DEVELOPMENT INTlATIVE; AND (3) AUTHORIZING THE
CITY MANAGER TO EXECUTE TH~A REEMENT AND
RELATED DOCUMENTS
DEVELOPMENT SERVICES DIRECT EPUTY CITY
MANAGER
CITY MANAGE~
4/STHS VOTE: YES D NO I jj I
SUMMARY
In partnership with SDG&E, the City has begun to demonstrate how energy-efficient and
renewable energy technologies and energy conservation (EERE & EC) can be cost-
effectively integrated into large-scale development projects to reduce energy
consumption and greenhouse gas emissions. The current Local Government Partnership
program will expand upon and leverage this work through additional research,
demonstration and technical assistance initiatives that will enable developers and builders
to design and construct high-efficiency and zero-net -energy proj ects at Greenfield and
Brownfield sites throughout the City. Further, the program will manage these initiatives
and assist the City in attracting businesses and development projects that will enhance the
City's energy-efficiency and emission reduction goals.
3-1
?
MAY II, 2010, Item______
Page 2 of 4
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.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Over the last 3 years, the Chula Vista/SDG&E Local Government Partnership has
matured into a comprehensive and highly-effective program which has been recognized
statewide as a model for successful collaboration. The accomplishments of the Economic
Development portion of the program include the creation of energy resources guides for
local and state government agencies and private development companies across the State
and the facilitation of the design and construction of the LEED-platinum Los Vecinos
Affordable Housing project. In both cases, the Local Government Partnership provided
funding to deliver these services at no-cost to the community and supported City staff
time and consultant fees.
One component of the San Diego Gas & Electric's 2010-2012 Energy Efficiency
program is the Energy-Efficient Economic Development Initiative (Initiative). Through
the Initiative, the City's Economic Development Division will demonstrate how energy-
efficient and renewable energy technologies and energy conservation can be cost-
effectively integrated into large-scale development projects to reduce energy
consumption and greenhouse gas emissions. The initiative will expand upon and
leverage previous work by the City and the National Energy Center for Sustainable
Communities through additional research, demonstration, and technical assistance
projects.
More particularly, the Initiative will contain the following action elements: I) resource
and manage feasibility studies/projects to determine the cost-effective combinations of
Energy Efficient, Renewable Energy and Energy Conservation (EEERE&EC)
technologies and urban design features that deliver maximum energy efficiency and
emission reduction gains in representative residential, commercial, industrial,
institutional and mixed-use projects in the city; 2) collaborate with development and
building industry partners to demonstrate model EERE&EC technology applications in
representative development projects across the city; 3) facilitate the planning and design
of a new Eco-IndustriallBusiness Park on City-owned land; and 4) recruit new businesses
specializing in clean energy technologies, products and services and recruit clean energy
technology research and development organizations to the University Park and Research
3-2
MAY II, 2010, ItemL
Page 3 of 4
Center. All of these elements will work to ensure that new business
recruitment/development projects produce significant energy savings and emissions
reductions.
The City is seeking to retain Mr. Douglas Newman (Consultant) to assist the Economic
Development Division in implementing the Initiative. Specifically, the Consultant will
assist and lead targeted attraction efforts focusing on new businesses specializing in clean
energy technologies, products and services. The Consultant will also seek to attract clean
energy technology research and development organizations to the University Park and
Research Center. The City and the Consultant will work with the aforementioned
SDG&E programs to ensure that new business recruitment/development projects produce
energy savings and emissions reductions.
The work to be performed by Mr. Newman is closely aligned with the City's Economic
Development Strategy. The City's Economic Development Strategy seeks to attract
clean technology businesses and businesses focused on sustainable development. The
SDG&E funding will allow the City to further these efforts and showcase the City
leadership in energy efficiency and sustainable development.
Bidding Process Waiver
Chula Vista Municipal Code section 2.56.070 requires that contracts for services when
the estimated cost exceeds $50,000 shall be awarded by the City Council to the lowest
responsive and responsible bidder submitting the best bid in accordance with a
competitive bidding process. Exceptions to this requirement may be granted where there
is a commodity or service available from only one known source as the result of unique
performance capabilities, compatibility requirements or market conditions. The
competitive bidding requirements may be waived by the City Council when they are
impractical, impossible or the city interests would be materially better served by a
different procurement process.
Staff is recommending that the formal bidding process be waived for the Economic
Development Initiative. This recommendation is based on the following capabilities that
are uniquely being offered to the City by Douglas Newman:
. Mr. Newman is the Director of the National Energy Center for Sustainable
Communities, a collaboration effort established through a memorandum of
understanding approved by the City Council March 28, 2006, between the City of
Chula Vista, San Diego State University and the Gas Technology Institute, which
is advancing energy-efficient community development in California.
. Mr. Newman has successfully designed and managed two previous projects on
related subjects for the Chula VistaJSDG&E Local Government Partnership
program. The continuity and consistency that would be provided by the retention
of Mr. Newman builds on the relationships established with local, state and
federal agencies through these initial phases of the program.
3-3
MAY II, 2010, Iteml
Page 4 of 4
. Mr. Newman's previous participation with the NECSC and the City of Chula
Vista projects provides him unique knowledge that could not otherwise be
obtained from similar consultants.
. Mr. Newman holds Masters Degrees in urban and regional planning and public
policy and administration 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 the Chula Vista/SDG&E Local Government Partnership program.
These service capabilities were found to be necessary in order to continue the work of the
Chula Vista/SDG&E Local Government Partnership program.
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 I 8704.2(a)(l) is not applicable to this decision.
CURRENT YEAR FISCAL IMP ACT
The Local Government Partnership provides the City with $4,088,991 ($1,362,997 per
calendar year) in funding to support the Chula Vista/SDG&E Local Government
Partnership program through December 2012. Of these funds, $268,000 (per calendar
year) has been allocated for Economic Development related activities. The funds, which
have been appropriated to the Energy Conservation Fund, are used to support City staff
time and program costs for developing and implementing energy efficiency programs.
Therefore, there will be no impact to the City's General Fund.
ONGOING FISCAL IMPACT
As stated above, $268,000 (per calendar year) has been allocated for Economic
Development related activities for the Chula Vista/SDG&E Local Government
Partnership program. The funds are used to support City staff time and program costs for
developing and implementing energy efficiency programs. Therefore, there will be no
impact to the City's General Fund.
ATTACHMENTS
1. Consultant Contract
Prepared by: Craig Ruiz, Principal Economic Development Specialist, Development Services Department
/Economic Development Division
3-4
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
/~ /)(
Bart C. Miesfeld
City Attorney
Dated: S I <; }I D
AGREEMENT BETWEEN
CITY OF OlliLA VISTA
AND
DOUGLAS R. NEWMAN
FOR PROFESSIONAL SERVICES REAL TED TO
SAN DIEGO GAS AND ELECTRIC
LOCAL GOVERNMENT PARTNERSHIP PROGRAM
3-5
Agreement between
the City of Chula Vista
and
Douglas R. Newman
for professional services related to
the San Diego Gas and Electric Local Government Partnership Program
This agreement ("Agreement"), dated January 1,2010 for the purposes of reference only, and
effective as of the date last executed unless another date is otherwise specified in Exhibit A to
this Agreement ("Exhibit A"), Paragraph I, is between the City-related entity whose name and
business fonn is indicated on Exhibit A, Paragraph 2, ("City"), and the entity whose name,
business fonn, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4
through 6, ("Consultant"), and is made with reference to the following facts:
Recitals
WHEREAS, since 2006 the City of Chula Vista and SDG&E, under the auspices of the
California Public Utilities Commission, have been collaborating in the implementation of a
Local Government Partnership Program ("SDG&E/Chula Vista LGPP") to support energy
efficiency services to local residents, businesses and City operations that reduce the amount of
electricity and natural gas consumed and lower monthly utility costs; and
WHEREAS, over the last three years, the SDG&E/Chula Vista LGPP has matured into a
comprehensive and effective program which has been recognized statewide as a model for
successful collaboration; and
WHEREAS, SDG&E/Chula Vista LGPP's accomplishments include the creation of energy
resources guides for local and state government agencies and private development companies
across the state and the facilitation of the design and construction of the LEED-platinum Los
Vecinos Affordable Housing project; and
WHEREAS, the SDG&E/Chula Vista LGPP will continue through December 2012 and
provide $1,362,997 per calendar year in funding; and
WHEREAS, the SDG&E/Chula Vista LGPP contains funding for the Energy-Efficient
Economic Development Initiative, which includes planning, demonstrations, and research; and
WHEREAS, this Agreement involves work to be perfonned in connection with the
SDG&E/Chula Vista LGPP and the Energy-Efficient Economic Development Initiative; and
WHEREAS, Mr. Douglas Newman ("Consultant") is the Director of the National Energy
Center for Sustainable Communities, a collaboration between the City of Chula Vista, SDSU and
the Gas Technology Institute, that is advancing energy-efficient community development in
California; and
3-6
Page 1
WHEREAS, Consultant holds Masters Degrees in urban and regional planning and public
policy and administration 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 the proposed Energy-Efficient
Economic Development Initiative; and
WHEREAS, Consultant has successfully designed and managed three previous projects on
related subjects for the SDG&E/Chula Vista LGPP; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a
manner such that it can deliver the services required of Consultant to City in accordance with the
time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
3-7
Page 2
NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually
agree as follows:
All of the Recitals above are incorporated into this Agreement by this reference.
ARTICLE 1. CONSULTANT'S OBLIGATIONS
A. General
I. General Duties. Consultant shall perform all of the services described on Exhibit A,
Paragraph 7 ("General Duties"). Consultant shall also perform and be bound the terms
and conditions set forth in Exhibits B and C, attached hereto and incorporated by
reference into this Agreement.
2. Scope of Work and Schedule. In performing and delivering the General Duties,
Consultant shall also perform the services, and deliver to City the "Deliverables"
described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according
to, and within the time frames set forth in Exhibit A, Paragraph 8, 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 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, terminate this Agreement.
a. 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 the reduction.
b. Additional Services. In addition to performing the Defined Services, 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.
3. Standard of Care. The Consultant expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similar locations.
a. No Waiver of Standard of Care. Where approval by City is required, it is understood
to be conceptual approval only and does not relieve the Consultant of responsibility
for complying with all laws, codes, industry standards, and liability for damages
3-8
Page 3
caused by negligent acts, errors, omissions, noncompliance with industry standards,
or the willful misconduct of the Consultant or its subcontractors.
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. No
provision of this Agreement requires the Consultant to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees
to notifY City immediately in writing. Should this occur, the City and the Consultant agree
that they will make appropriate arrangements to proceed with or, if necessary, amend or
terminate this Agreement, or portions of it, expeditiously.
1. Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that
all participants utilized by the Consultant to complete its obligations under this
Agreement, such as subcontractors, comply with all applicable laws, regulations,
ordinances, and policies, whether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of
the Consultant under this Agreement, the Consultant shall ensure that the subcontractor
carries out the Consultant's responsibilities as set forth in this Agreement.
C. Insurance
1. General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the work under this Agreement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CGOOOl).
b. Auto. Insurance Services Office Form Number CA 0001 covenng Automobile
Liability, Code 1 (any auto).
c. We. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
d. E&O. 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.
3-9
Page 4
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those
included in the table below:
i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury,
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used, either
products and the general aggregate limit must apply separately to this
completed Project/location or the general aggregate limit must be twice the
operations, as required occurrence limit.
applicable)
ii. Automobile $1,000,000 per accident for bodily injury, including death, and
Liability: property damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $1,000,000 disease-policy limit
Liability: $1,000,000 disease-each employee
iv. Professional $1,000,000 each occurrence
Liability or Errors
& Omissions
Liability:
4. Deductibles and Self-Insured Retentions. 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.
5. 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:
a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be named as additional insureds with respect to all policies of
insurance, including those 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 Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Consultant's General Liability insurance coverage must be
primary insurance as it pertains to the City, its officers, officials, employees, agents,
3-10
Page 5
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
Consultant and in no way relieves the Consultant from its responsibility to provide
Insurance.
c. Cancellation. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days' prior written notice to the City by certified
mail, return receipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. Active Negligence. Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage for the term required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years after completion of the work required by the
Agreement.
c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a
minimum of five years after completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
7. Acceptabilitv 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.
3-11
Page 6
8. Verification of Coverage. Consultant shall furnish the City with original certificates and
amendatory endorsements effecting coverage required by Section I.C. of this Agreement.
The endorsements should be on insurance industry forms, provided those endorsements
or policies conform to the requirements of this Agreement. 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.
9. Subcontractors. Consultant must include all subconsultants as insureds under its policies
or furnish separate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not
be construed to limit the Consultant's obligations under this Agreement, including
Indemnity.
D. 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 amount
indicated at Exhibit A, Paragraph 18, 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,
http://www.fms.treas.gov/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 limits
so required. Form must be satisfactory to the Risk Manager or City.
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
its 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 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
3-12
Page 7
(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.
E. 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.
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose
of reviewing the progress of the Defined Services and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall allow Consultant access
to its office facilities, files and records, as deemed necessary and appropriate by the City,
throughout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of
those materials beyond thirty days after authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance.
B. Compensation.
I. Following Receipt of Billing. Upon receipt of a properly prepared bill from Consultant,
submitted to the City 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 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.
2. Supporting Information. Any billing submitted by Consultant shall contain sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable is
proper, and such billing shall specifically contain the City's account number indicated on
Exhibit A, Paragraph 17(C) to be charged upon making such payment.
3. Exclusions. In determining the amount of the compensation City will exclude any cost:
1) incurred prior to the effective date of this Agreement; or 2) arising out of or related to
the errors, omissions, negligence or acts of willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant's negligence, errors, or omissions in the performance of work
3-13
Page 8
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 in this
paragraph is intended to limit City's rights under other provisions of this
Agreement.
4. Pavment Not Final Approval. The Consultant understands and agrees that payment to the
Consultant for any Project cost does not constitute a City final decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
waiver of any violation of Consultant of the terms of the Agreement. The Consultant
acknowledges that City will not make a final determination about the eligibility of any
cost until the final payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Consultant is not entitled to receive any portion of the compensation
due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant
agrees that Project closeout will not alter the Consultant's responsibility to return any
funds due City as a result of later refunds, corrections, or other similar transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific
amounts are owed to City, whether for excess payments or disallowed costs, the
Consultant agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Consultant
I. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit 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 if
none are specified, then as determined by the City Attorney. The City, in its sole and
unfettered discretion, may designate Consultant an FPPC filer at any time during this
Agreement and Consultant must comply with this paragraph upon notice by the City of
such designation.
2. No Participation in Decision. 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.
3-14
Page 9
3. 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.
4. 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.
5. Dutv 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 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.
6. Specific Warranties Against Economic Interests. Consultant warrants, represents and
agrees that:
a. 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 ofthe 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.
b. No promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Consultant or 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.
c. 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.
d. 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.
IV. LIQUIDATED DAMAGES
3-15
Page 10
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paragraph 13.
1. Estimating Damages. 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.
2. Amount of Penaltv. 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").
3. Request for Extension of Time. If the performance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Consultant claims the existence of
such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in
writing of that fact within ten calendar days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of the work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
1. General Requirement. Except for liability for Design Professional Services covered
under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold
harmless the City, its elected and appointed officers, agents and employees, from and
against any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to any alleged acts, omissions, negligence, or
willful misconduct of Consultant, its officials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of the Defined Services
or this Agreement. This indemnity provision does not include any claims, damages,
liability, costs and expenses (including without limitations, attorneys fees) arising from
the sole negligence, active negligence or 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 ofthe Consultant, its employees, agents or officers, or any third party.
3-16
Page 11
2. Design Professional Services. If Consultant provides design professional services, as
defined by California Civil Code section 2782.5, as may be amended from time to time,
Consultant shall defend, indenmifY and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or relating
to the negligence, recklessness, or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants, and contractors arising out of or in connection with the
performance of Consultant's services. Consultant's duty to defend, indenmify, and hold
harmless shall not include any claims or liabilities arising from the sole negligence, active
negligence or willful misconduct of the City, its agents, officers or employees. This
section in no way alters, affects or modifies the Consultant's obligations and duties under
this Agreement.
3. Costs of Defense and Award. Included in the obligations in Sections Al and A2, above,
is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any
and all suits, actions or other legal proceedings, that may be brought or instituted against
the City, its directors, officials, officers, employees, agents and/or volunteers, subject to
the limitations in Sections AI. and A2. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers,
employees, agents and/or volunteers, for any and all related legal expenses and costs
incurred by each of them, subject to the limitations in Sections AI. and A.2.
4. Insurance Proceeds. Consultant's obligation to indenmifY shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Consultant's obligations under Article V shall not be limited by any prior
or subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indenmity and defense provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A. Termination 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
3-17
Page 12
equitable compensation, in an amount not to exceed that payable under this Agreement and
less any damages caused City by Consultant's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Termination,.
B. 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. If the Agreement is terminated by City as provided in this paragraph,
Consultant shall be entitled to receive just and equitable compensation, in an amount not to
exceed that payable under this Agreement, 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 in this section.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion, the Consultant agrees and to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Project as City
may reqUire.
B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and other data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendar days following Project completion or
termination by City, Consultant agrees to submit a final certification of Project expenses and
audit reports, as applicable.
B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the
City may require. The Consultant also agrees to obtain any other audits required by City.
Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit
costs are allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has
closed the Project, and either forwards the final payment or acknowledges that the Consultant
has remitted the proper refund. The Consultant agrees that Project closeout by City does not
3-18
Page 13
invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notification from City
ARTICLE IX. MISCELLANEOUS PROVISIONS
A. 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.
I. Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as
"Permitted Subconsultants".
B. 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.
C. 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, independent
contractors and shall not be deemed to be employees 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 to them.
I. Actions on Behalf of City. Except as City may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever, as
an agent or otherwise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and
shall require that it's agents, employees, subcontractors agree that City shall not be
responsible for any obligations or liabilities to any third party, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
3-19
Page 14
Notwithstanding that City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, City shall have no obligation or liability
to any person or entity not a party to this Agreement.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this Agreement, against City unless a claim has first been presented in
writing and filed with City and acted upon by 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 of which are incorporated by this reference as if fully set forth
herein, and such policies and procedures used by 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.
E. Administration of Contract. Each party designates the individuals ("Contract
Administrators") indicated on Exhibit A, Paragraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have comp1ied with all executory
provisions hereof.
G. 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 attorneys' fees and court costs incurred. The "prevailing party"
shall be deemed to be the party who is awarded substantially the relief sought.
H. 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 the 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.
1. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15
is marked, the Consultant and/or is principals is/are licensed with the State of California or
some other state as a real estate broker or salesperson. Otherwise, Consultant represents that
neither Consultant, nor its principals are licensed real estate brokers or salespersons.
J. 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 if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, with
return receipt requested, at the addresses identified in this Agreement as the places of
business for each of the designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated in it, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any provision of it may be
3-20
Page 15
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.
L. Capacity of Parties. Each signatory and party to this Agreement 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 necessary resolutions or other actions have been taken so as
to enable it to enter into this Agreement.
M. 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 under it, shall be the City of Chula Vista.
(End of page. Next page is signature page.)
3-21
Page 16
Signature Page
to
Ab'Teement between
City of Chula Vista and
Douglas R. Newman
for Professional Services related to the San Diego Ga.~ and Electric
Local Governmt:nt Partnt:rship Program
IN WITNESS WHEREOF, City and Consultant have executed this Agreement,
indicating that they have read and understood same, and indicate their full and complete
consent to its terms:
Dated:
City ofChula Vista
By:
Cheryl Cox, Mayor
Attest:
Donna Norris, City Clerk
Approved as to form:
Dated:
- S< l
-_..._~2<-'~-~)
/ Douglas R. Newman
----
Bart Miesfeld, City Attorney
Exhibit List to Agreement (X)
Exhibit A.
3-22
Page 17
Exhibit A
to
Agreement between
City ofChula Vista
and
Douglas R. Newman
I. Effective Date of Agreement: January I, 20 I 0
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State of California
( ) Redevelopment Agency ofthe City of Chula Vista, a political subdivision ofthe State of
California
( ) Industrial Development Authority of the City ofChula Vista, a
( ) Other:
, a [insert business form]
("City")
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 171 I
Chicago, IL 60640
Voice Phone: (773) 899-0801
7. General Duties:
Consultant will prepare and execute a detailed plan to advance energy-efficient economic
development in the City of Chula Vista and to produce resources transferable to other
communities in the SDG&E service territory during the three-year partnership agreement. This
3-23
Page 18
initiative will be designed as a peer-to-peer program for energy efficiency to confonn to the
SDG&E's Partnership fund requirements.
Consultant shall abide by each and every tenn and condition of the Agreement to jointly deliver
the 2010-2012 City of Chula Vista Energy Efficiency and Conservation Outreach Program
between the City Of Chula Vista and San Diego Gas & Electric Company, dated December 15,
2009, 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:
1. Demonstrate Value of EERE&EC Development Projects
Consultant will collaborate with energy technology, development and building industry partners
to demonstrate model EERE&EC technology applications at development sites in Chula Vista.
Consultant will seek additional Federal and State government and private-sector support to plan,
execute, and document the technology demonstration initiatives and to build a business case for
municipal and industry adoption.
1. Deliverables (2010) - Consultant will provide project planning advice to the
municipal project managers; create a written technology planning and
demonstration project proposal; conduct a minimum of twelve (12) exploratory
discussions with prospective industry and government partners/sponsors; conduct
a selection of proposed demonstration technology applications and site(s); prepare
and deliver eight (8) solicitation materials packets to prospective
partners/sponsors; conduct negotiation of offers of support; and develop a written
summary of the demonstration project(s) for public consumption through public
and media outlets.
2. Retain & Expand Allied Businesses, Institutions & Development Projects
1. Deliverables (2010) - Consultant will assist the Economic Development Office in
communicating to existing businesses, and to those relocating to the City, the
"business case" for EERE&EC technologies and their value in lowering operating
costs. Consultant will participate in the planning and design of the City's new
Eco-lndustriallBusiness Park, conduct review and analysis offeasibility studies
prepared by other consultants.
11. Deliverables (2010) - Consultant will assist in recruiting clean energy technology
research and development organizations to the University Park and Research
Center. Consultant will assist the Planning Division in soliciting Federal and State
government funding and collaboration for the proposed low-carbon site
development standard project. The City and the Consultant will work with
3-24
Page 19
SDG&E's Savings by Design, Sustainable Communities, Emerging Technologies,
and the Express Efficiency programs to ensure that new business
recruitment/development projects produce energy savings and emissions
reductions.
B. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
( ) Other:
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No.1:
Deliverable No.2:
Deliverable No.3:
Deliverable NO.4:
D. Date for completion of all Consultant services: December 31,2010. The City, in its sole
and unfettered discretion, may extend this time period.
9. Materials required to be supplied by City to Consultant: None
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: Sixty Five Thousand Dollars ($65,000.00), payable as follows:
(X) I. 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
3-25
Page 20
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.
Phase
I.
2.
3.
Fee for Said Phase
$
$
$
( ) I. 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:
(I) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement
3-26
Page 21
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 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. See Exhibit B for wage rates.
( )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 all 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 $
() Outside Services:
() Other Actual Identifiable Direct Costs:
, not to exceed $
, not to exceed $
12. Contract Administrators:
City: Craig Ruiz
276 Fourth Avenue
Chula Vista, CA 91910
Consultant:
Douglas Newman
5415N. Sheridan Road, Suite 1711
3-27
Page 22
Chicago, IL 60640
13. Liquidated Damages Rate:
( ) $
( ) Other:
per day.
14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict ofInterest
Code (Chula Vista Municipal Code chapter 2.02):
(X) Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
( ) Category No. I. Investments, sources of income and business interests.
( ) Category No.2. Interests in real property.
( ) Category No.3. Investments, business posItIOns, interests in real property, and
sources of income subject to the regulatory, permit or licensing authority of the
department administering this Agreement.
( ) Category No.4. Investments and business positions 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 and business positions in business entities and sources
of income that, within the past two years, have contracted with the City of Chula
Vista or the City's Redevelopment Agency to provide services, supplies, materials,
machinery or equipment.
( ) Category NO.6. Investments and business positions in business entities and sources of
income that, within the past two years, have contracted with the department
administering this Agreement to provide services, supplies, materials, machinery or
equipment.
( ) 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
I. Bill Processing:
3-28
Page 23
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:
C. City's Account Number: _28578-6301_
2. 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:
3-29
Page 24
ATTACHMENT B
AGREEMENT TO JOINTLY DELIVER THE 2010-2012 CITY OF CHULA VISTA
ENERGY EFFICIENCY AND CONSERVATION PARTNERSHIP PROGRAM
BETWEEN
CITY OF CHULA VISTA
and
SAN DIEGO GAS & ELECTRIC COMPANY
Dated: December 15, 2009
This program is fnnded by California utility customers under the auspices of the California
Public Utilities Commission.
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-30
THIS AGREEMENT TO JOINTLY DELIVER THE 2010-2012 CITY OF CHULA
VISTA ENERGY EFFICIENCY AND CONSERVATION PARTNERSHIP PROGRAM (the
"Agreement") is effective as of January 1,2010 ("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. "
RECITALS
WHEREAS, on October 1, 2009 the California Public Utilities Commission (the
"Commission") in 09-09-047 in A.08-07-02l et al authorized certain energy efficiency programs
to be delivered to California utility customers for the years 2010 through 2012 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 2010-2012 City ofChula Vista Energy Efficiency and Conservation
Partnership 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 enter into an agreement that supersedes all previous
agreements, if any, and sets forth the terms and conditions under which the Program for the 2010
through 2012 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. DEFINITIONS
1.1. Agreement: This document and all exhibits attached hereto and incorporated
herein, and as amended rrom 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.
1A. Authorized Budget: The Commission-approved total for performance of the
Authorized Work is $4,088,991 as set forth in the Scope of Work.
1.5. Business Day: The period from one midnight to the following midnight,
excluding Saturdays, Sundays, and holidays.
2
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-31
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. Scope of Work: The Parties' Scope of Work for implementing the Program in
SDG&E's service territory is attached hereto and incorporated herein as Exhibit A.
1.8. 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 staff labor for the Program.
1.9. Cost Categories: Iterns defined by the Commission's Reporting Requirements
Manual. The cost categories relevant to this Program are noted in the Scope of Work.
1.10. Eligible Customers or Customers: Customers eligible for Program services are
SDG&E customers.
1.11. Energy Efficiency Measure (or Measure): As used in the Commission's Energy
Efficiency Policy Manual, Version 3, August 2005.
1.12. EM&V: Evaluation, Measurement and Verification of the Program pursuant to
Commission requirements.
1.13. Gas Surcharge: The funds collected from gas utility ratepayers pursuant to
Section 890 et al. of the California Public Utilities Code for public purposes programs,
including energy efficiency programs approved by the Commission.
1.14. Program Expenditures: Actual (i.e., no mark-up for profit, administrative 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.
1.15. 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
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-32
"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 work authorized
pursuant to this Agreement is not to be performed 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 2010-2012 SDG&E/Chula Vista Energy Efficiency Partnership's goal is to create
innovative approaches to improving community and municipal energy efficiency and achieving
both direct and indirect energy savings. The Partnership will combine and leverage the resources
of four City departments to deliver cost-effective, holistic opportunities for promoting energy
efficiency within the community.
The program components include municipal facility efficiency improvements, strengthened
building energy codes and inspections, energy-saving redevelopment planning and design and
community-based energy conservation education and facility assessments. The program will
mainly serve City of Chula Vista residents and businesses estimated at 225,000 and 13,000,
respectively. It is also anticipated that the SDG&E/Chula Vista Partnership may partially serve
neighboring communities and further act as a program model for other South Bay cities' future
involvement in SDG&E Energy Efficiency Partnerships.
4. AUTHORIZED WORK
4.1. Scope. The work authorized by the Commission for the Program ("Authorized
Work") is set forth in this Agreement and in the Scope of Work for the service territory of
SDG&E and shall be performed by the Parties pursuant to the terms of this Agreement.
4.2. Obiectives. Major objectives for the Program are as follows:
Community Energy Efficiency
The Conservation & Environmental Services Department will continue to
promote energy efficiency and conservation in the community through its
business/residential energy evaluation program and participation in community
outreach events. Staff will use the on-site evaluations and events to distribute
energy-saving devices such as Compact Fluorescent Lamps, LED holiday lights,
indoor water savings kits, and "smart" power strips to help the community reduce
their energy use and utility costs. Staff will also integrate the new Home
4
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-33
Upgrade, Carbon Downgrade program, which provides streamlined permitting,
contracting, and financing for energy efficiency retrofits, into Partnership
activities. Finally, the Conservation & Environmental Services Department will
assist neighboring South Bay communities in developing their own energy and
climate-related programs helping to reduce regional energy demand and improve
local air quality.
Sustainable Communities
The Sustainable Communities Program, which is administered by the
Development Services Department, will work to further integrate energy
efficiency into the planning, permitting, and inspection process. Program staff
will provide technical support to permit applicants, contractors, and developers on
energy efficiency measures and will train permit counter technicians, plans
examiners, and building inspectors on advanced energy technologies. Finally, the
program will verify compliance with Chula Vista's new green building standards
(including enhanced energy efficiency requirements) and may develop a
voluntary, incentivized option for project proponents interested in efficiency
levels beyond the new State codes and related City ordinances.
Energy-Efficient Economic Development Initiative
The City's Economic Development Division will demonstrate how energy-
efficient and renewable energy technologies and energy conservation can be cost-
effectively integrated into large-scale development projects to reduce energy
consumption and greenhouse gas emissions. The initiative will expand upon and
leverage current work by the National Energy Center for Sustainable
Communities through additional research, demonstration, and technical assistance
projects that will enable developers and builders to design and construct high-
efficiency and zero-net-energy projects at "Greenfield" and "Brownfield" sites
throughout the City.
Municipal Energy Efficiency Improvements .
The program, which is administered by Public Works with assistance crom the
Conservation & Environmental Services Department, will support staff time to
expand the City's energy management efforts by identifYing and implementing
energy efficiency and demand response strategies which lower municipal energy
consumption and produce cost savings.
5. OBLIGATIONS OF THE PARTIES
5.1. Generally. Each Party shall perform its Authorized Work obligations within the
Authorized Budget in conformance with the deliverables, schedules (including the
Milestone Schedule) and the budgets associated with such Authorized Work as set forth
in this Agreement and the Concept Paper, and shall furnish the required labor, equipment
5
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-34
and material with the degree of skill and care that is required by current professional
standards.
5.2. Additional Obligations ofCitv.
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
administered 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 best 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. ADMINISTRATION OF PROGRAM
6.1. Decision-making and Aooroval.
6.1.1. The following actions and tasks require unanimous consent of the Parties:
6
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERV ATlON
PARTNERSHIP AGREEMENT
3-35
a. Any action that materially deviates from the Scope of Work.
b. Any action that materially impacts the Scope of Work's schedule
or the Program.
c. Any action that materially impacts the Program's budget set forth
in the Scope of Work.
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, 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
Progmm 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 (ii) 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 milestone schedule set
forth in Exhibit D ("Milestone Schedule"), 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 Parties of any problems associated with successful
implementation of the Program.
6.5. Coordinating with Other Energy 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,
minimize 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-Resnonsibilitv for Other Parties. Notwithstanding anything contained in this
Agreement in the contrary, a Party shall not be responsible for the performance or non-
7
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-36
performance hereunder of any other Party, nor be obligated to remedy any other Party's
defaults or defective performance.
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 minimize 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 5 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 fimding 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 fimding source ("double-dipping").
8. REPORTING
8.1. Reporting 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
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-37
8.2. Commission Reporting 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, Revised April 2005) and any other reporting
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. The total Authorized Budget for performance of the
Authorized Work is $4,088,991. No Party shall be entitled to compensation in excess of
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. Program EXDenditures. Each Party shall be entitled to spend PGC or Gas
Surcharge Program Funds on Program Expenditures incurred by such Party.
9.3. Pavment to City. In order for City to be entitled to PGC or Gas Surcharge funds
for Program Expenditures:
9.3.1. City shall submit 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 ("Quarterly City
Reports"), by the tenth (loth) Calendar Day of the calendar month
following performance, setting forth all Program Expenditures.
9.3.2. City shall submit to SDG&E, together with its Quarterly City Report, a
quarterly invoice for reimbursement of reported Program Expenditures, in
a format acceptable to SDG&E, attaching all documentation reasonably
necessary to substantiate the Program Expenditures, including, 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
(iv) the date each payment was provided or each measure was
installed or received.
9
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-38
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. 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.
d. TraveVfraining/Conference: 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).
e. 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.
f. Marketing: A copy of each distinct marketing material produced,
with quantity of a given marketing material produced and the
method of distribution.
9.3.3. 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 therefore 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 Scope of Work or the Program.
c. Such invoiced amount, in SDG&E's sole discretion, contains
charges for any item not authorized under this Agreement or by the
10
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-39
Commission, or is deemed untime1y, unsubstantiated or lacking
proper documentation.
9.3.4. Should SDG&E disapprove of any Program Expenditure of City, City
invoice or Quarterly 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
there from shall be resolved in accordance with the procedures set forth in
Section 14.
9.3.5. City shall maintain for a period of not less than five (5) years all
documentation reasonably necessary to substantiate the Program
Expenditures, including, without limitation, the documentation set forth in
Section 9.3.2(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 Scope of Work to the maximum extent permitted under, and in accordance with,
Commission decisions and rulings to which this Program relates.
9.5. Reasonableness of Expenditures. 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 retum.
9.6. Refund ofPGC 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 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
11
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-40
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 administrative 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 therefore, to the Party who made the overpayment, and the Party who made the
overpayment shall have the right to set the overpayment off trom 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, or otherwise by the
mutual agreement of the Parties or so ordered by the Commission, the Parties shall complete all
Program Administrative activities (as defined by the Scope of Work) and reporting requirements
by no later than March 31, 2013.
11. FINAL INVOICES
All Parties must submit final invoices no later than March 31, 2013.
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, trom and against any and all expenses, claims,
losses, damages, liabilities or actions in respect thereof (including reasonable attorneys'
fees) to the extent arising trom (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.
12.2. Indemnitv 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, trom and against any and all expenses, claims,
losses, damages, liabilities or actions in respect thereof (including reasonable attorneys'
fees) to the extent arising trom (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
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-41
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 PROFITS, 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. OWNERSHIP OF DEVELOPMENTS
The Parties acknowledge and agree that SDG&E, on behalf 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 Scope of Work, it will have a permanent, royalty free, non-
exclusive license to use such Developments.
14. DISPlITE RESOLUTION
14.1. Dispute 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.
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.
13
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-42
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 final 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 14.2.
15. REPRESENT A TraNS AND WARRANTIES
City represents and warrants, 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 govermnents, and all agencies thereof.
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.
14
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-43
15.6. City shall contractually require all of its Contractors to provide the other Parties
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 may require its Contractors to maintain, the following
insurance coverage or self insurance coverage, at all times during the Term of this
Agreement:
a.
b.
Workers' Compensation and Employers' Liability: statutory minimum.
Commercial General Liability: $1 million minimum.
Commercial or Business Auto (if applicable): $1 million minimum.
Professional Liability (if applicable): $1 million minimum.
c.
d.
16. PROOF OF INSURANCE
16.1. Evidence of Insurance. 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.
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
15
2010-2012 CITY OF CHULA VISTAENERGYEFFIClENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-44
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 Proceedings. This provision 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 thereot) 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 thereot), during the performance of this Agreement shall be
returned upon written request by SDG&E.
17.6. Remedies. The Parties acknowledge that Confidential Customer Information 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
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 Commission.
19. CUSTOMER COMPLAINT RESOLUTION PROCESS
16
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-45
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. 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. SDG&E shall allow
twenty (20) days for such City review and approval.
21. RIGHT TO AUDIT
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 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.
17
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-46
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. TERMANDTERMlNATION
24.1. Term. This Agreement shall be effective as of January 1,2010. The Agreement
shall continue in effect until December 31, 2012 ("Term") unless otherwise terminated in
accordance with the provisions of Section 24.2 below.
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 sixty (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/or the City of Chula Vista shall 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.
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 of termination of this Agreement, provided
that any Quarterly City Reports or other reports, invoices, documents or
information required under this Agreement or by the Commission are
submitted in accordance with the t=s and conditions of this Agreement.
The provisions of this Section 24.4.1 shal1 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 shall stop any
Authorized Work in progress and take action as directed by SDG&E to
bring the Authorized Work to an orderly conclusion, and the Parties shall
work coopemtively to facilitate the termination of operations and any
applicable contracts for Authorized Work.
18
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-47
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: SDG&E:
The City of Chula Vista San Diego Gas & Electric Company
Michael Meacham Julie Ricks
276 Fourth Avenue 8326 Centurv Park Court. CP62E
Chula Vista. CA 91910 San Diego. CA 92123-1530
619-409-5870 telephone 858-654-8302 telephone
619-476-5310 facsimile 858-654-0311 facsimile
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 jf 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 lirnits set
by that courier for next-day delivery.
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-DISCRIMINATION 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
19
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-48
discrimination and harassment, and shall comply with the provisions of the Fair Employment and
Housing Act (Government 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
Government Code Section 12990 (a)-(f), 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. COMMISSION 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.
30. NON-WAIVER
None of the provisions of this Agreement shall 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 shall 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
20
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-49
. 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.
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 8, 9, 12, 13, 14, 17,
21,24,34 and 37 of this Agreement.
37. ATTORNEYS'PEES
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 subject matter of this Agreement.
21
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-50
40. 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)
22
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-51
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
CITY:
CITY:
APPROVED AS TO FORM
THE CITY OF CHULA VISTA
~
: James Sandoval
iti : City Manager
/'
C
SDG&E:
SAN DIEGO GAS & ELECTRIC COMPANY
.~S-~
Name: Hal Snyder
Title: Vice President, Customer Solutions
APPROVED AS TO FORM
VUV\
3-52
EXHIBIT A
2010-2012 SCOPE OF WORK
(See following attached pages)
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
3-53
~ ~ft...
~
~~~~
"'".......-~
CITY OF
CHULA VISTA
2010-2012 SDG&E LOCAL GOVERNMENT PARTNERSHIP
SCOPE OF WORK
PROGRAM OVERVIEW
a) Program Title:
City of Chula Vista/SDG&E Local Government Partnership
b) Program Budget (3-Year):
$4,088,991
c) Program Term:
January I, 2010 through December 31, 2012
d) Main Contact Information:
Brendan Reed, Environmental Resource Manager
Department of Conservation & Environmental Services
276 Fourth Avenue
Chula Vista, CA 91910
619-409-5889 Office
619-476-5310 Fax
PROGRAM COMPONENT
Municipal Facilities Efficiency Improvements
DESCRIPTION
The SDG&E/Chula Vista Energy Efficiency Partnership will expand the City's efforts to
reduce municipal energy use through facility retrofits and upgrades. Chula Vista owns,
leases, and/or operates over 90 buildings and structures totaling approximately 1.4
million square feet. Annually, the City's buildings consume an estimated 12 million
kWh and I million therms. In addition, the program will help train municipal facility
managers on better energy management practices and will complement Chula Vista's
ongoing investments in renewable energy generation.
GOALS, OBJECTIVES & DELIVERABLES
1. Develop integrated energy management strategies for major City buildings and
facilities
2010-2012 CV/SDG&E Local Government Partoership
Final SOW
lofl2
3-54
a. Obiective - Coordinate with SDG&E and other third-party entities to
complete integrated energy facility audits to identifY energy efficiency,
demand response, and distributed generation opportunities.
i. Deliverables - Complete integrated facility audits for major municipal
sites.
b. Obiective - Use the EP A Portfolio Manager to track and benchmark all
major municipal buildings and facilities' energy consumption over time.
i. Deliverables - Uploading of energy consumption data for major
municipal facilities to the EP A Portfolio Manager.
2. Reduce energy consumption at City buildings, facilities, and related
infrastructure
a. Obiective - Coordinate the installation of energy efficient retrofit projects
(such as HVAC, lighting, and VFDs) at City buildings, facilities, and related
infrastructure.
i. Deliverables - Reduce the City's building energy use by
approximately 1,000,000 kWh and 20,000 therms.
b. Obiective - Complete an energy-efficient street lighting demonstration
project to test the applicability of various lighting technologies for different
roadway types.
i. Deliverables - Produce a summary report which compares and
contrasts the feasibility of using energy-saving lighting fixtures in
municipal street lighting operations.
c. Objective - Identify and pursue energy efficiency financing options to
provide installation capital costs which are not covered under existing
incentive programs.
i. Deliverables - Secure retrofit project fmancing through California
Energy Commission loan or SDG&E "On-Bill Financing" programs
(exact value dependent on identified retrofit project list).
TARGET AUDIENCE
To include: City facility managers and support staff
SCHEDULE
. Jan-April'IO:
. May 'IO-Dec '12
Begin integrated energy audits
Identify retrofit projects at municipal facilities
Obtain energy efficiency financing for retrofit projects
Install energy efficiency retrofits and verify energy savings
2010-2012 CV/SDG&E Local GovemmentPartnership
Final SOW
20f12
3-55
BUDGET
Program Name: MunicipalFacilities Efficiency Improvements
...
. Proeram Budeet .
Item .. .. ($) (%).
Administrative Costs - -
Marketing/Outreach Costs - -
IncentivelRebate Costs - -
Direct Implementation Costs $432,000 100%
Total $432,000 100%
PROGRAM COMPONENT
EmPower Chula Vista Outreach Program
DESCRIPTION
The EmPower Chula Vista program is designed to complement San Diego Gas &
Electric's residential and commercial energy efficiency programs by providing trained
City staff to engage and educate Chula Vista businesses, residents, and contractors about
energy-saving opportunities. City staff are able to playa unique role in delivering energy
efficiency programs to their community, both because their more proximate relationship
with citizens, and because they are able to leverage other municipal services/processes to
maximize outreach effectiveness. For the 2010-2012 Energy Efficiency Partnership, the
City of Chula Vista will build upon its successful EmPower Chula Vista program - which
distributed over 50,000 CFLs, 2,600 water-saving devices, and performed over 2,000
energy evaluations in the community since 2006 - by broadening its targeted audience
and its focus on whole-building energy performance retrofits, "plug-loads", and energy
consumption behavior.
GOALS, OBJECTIVES, & DELIVERABLES
1. Increase the community's awareness and access to energy-saving technologies &
promote CPUC/SDG&E's involvement in delivering energy-saving opportunities
a. Obiective - Trained City staff will perform free on-site energy evaluations
for ChuJa Vista businesses and residents. The evaluations will include a
review of past consumption data (using SDG&E's Energy Waves software)
and an analysis of energy-saving opportunities (both technological and
behavioral). City staff will provide participants with an overview of
applicable SDG&E incentive programs and assistance completing incentive
and/or On-Bill Financing applications. All referral information generated
througb. the evaluations will be electronically sent to SDG&E program
managers.
2010-2012 CV/SDG&E Local Government Partnership
Final SOW
3 of 12
3-56
1. Deliverables - Energy evaluations oflocal businesses and residences
will be completed generating SDG&E program referrals.
b. Obiective - As part of the residential and business evaluations, City staff will
demonstrate to participants the amount of electricity being drawn by various
plug-load devices in their facility by using a Kill A WattTM device.
Participants may also receive a power strip with timer to reduce wasteful
"vampire" energy.
i. Deliverables - Energy-saving power strips will be distributed (limit
one per householdlbusiness during three year cycle). Vampire
energy can account for more than 8% of a typical home's electricity
usage.
c. Objective - Program participants will have an option of monitoring their
home or business's energy consumption over a two-week period using a real-
time energy monitor (powerCost Monitor TM or other similar device). At the
conclusion of the two week period, City staff will review with the participants
their energy use and applicable behavioral and operational changes to reduce
their consumption.
1. Deliverables - Residents and/or businesses will participate in the
energy monitoring program. Studies have shown that increased
energy awareness and simple consumption changes can deliver a
10% reduction in energy use.
d. Obiective - As part of the City's Home Upgrade, Carbon Downgrade
program, residents and businesses interested in installing more energy-
efficient or renewable energy technologies will be able to take advantage of
streamlined contracting, permitting, and/or financing to facilitate retrofits.
Special focus will be given to promoting cost-effective, whole-bnilding
performance upgrades (instead of single measures).
1. Deliverables - Residents and/or businesses will enroll in the Home
Upgrade, Carbon Downgrade program resulting in installed energy-
efficiency and demand reduction equipment.
2. Promote the use and proper disposal of energy-efficient lighting
a. Obiective - As an incentive for energy assessment program participation,
residents and businesses will be offered energy-efficient Compact
Fluorescent Lights (CFL) in exchange for traditional models.
1. Deliverables - CFLs will be exchanged for incandescent or other
traditional bulb types.
b. Obiective - Due to the recent market transformation from older incandescent
lighting to energy-efficient Compact Fluorescent Lights (CFL), there is a
growing community demand for opportunities to properly dispose of CFLs.
City staff will work to establish and promote convenient CFL disposal
opportunities for the South Bay community.
i. Deliverables - Disposal events will be organized in the South Bay
area, while permanent disposal sites will be promoted.
2010-2012 CV/SDG&E Local Government Partnership
Final SOW
4 of 12
3-57
c. Obiective - As part of the annual Starlight Parade, residents will be able to
exchange up to three incandescent holiday light strands for energy-efficient
LED holiday lights.
1. Deliverables - LED holiday lights will be distributed annually
during the three-year program cycle. LED lights can save up to 90%
in holiday lighting costs and last 100 times longer than incandescent
lights.
3. Expand energy-efficiency opportunities in underserved community sectors in
which there is a high demand for energy efficiency services and considerable
potential for energy savings
a. Obiective - Chula Vista is an ethnically diverse city with a large percentage of
residents, business owners, and contractors who speak a foreign language as
their primary language. To assist the program in successfully engaging these
typically underserved sectors, the City will recruit staff members who are
fluent in Spanish, Tagalog, Vietnamese, or another locally-spoken language.
i. Deliverables - Outreach team will include foreign-speaking staff
members who are fluent in the aforementioned languages. All
outreach materials will be translated into at least 1 foreign language
and used to engage with non-English speaking ratepayers.
b. Obiective - In conjunction with the City's Redevelopment Agency and the
Office of Economic Development, the program will place a large emphasis on
penetrating new community sectors to deliver energy efficiency education,
assessments, and SDG&E program referrals.
1. Deliverables - Creation and distribution of customized promotional
materials, sector workshops, and multi-department outreach efforts
to new sectors which may include mobile homes, corporations,
box/department stores, dry cleaners, auto repair, supennarkets, and
healthcare offices.
c. Obiective - The outreach program's "Peer-to-Peer" efforts will focus on
providing technical and policy support to enable smaller South Bay
municipalities to pursue energy efficiency regulations, facility retrofit projects
and community outreach campaigns by organizing a series of workshops and
meetings. The workshops will educate South Bay government employees and
officials about all aspects of energy management and provide valuable
"lessons learned" from Chula Vista's past experience implementing municipal
and community energy efficiency programs.
1. Deliverables - Organize workshops and meetings for South Bay
municipal staff and officials. Workshop topics may include energy
ordinances/codes, energy efficiency technology, retrofit financing,
renewable energy integration, and greenhouse gas emission
inventories.
2010-2012 CV/SDG&E Local Government Partnership
Final SOW
50[12
3-58
TARGET AUDIENCE
To include: South Bay elected officials, city employees, non-English speaking ratepayers,
residents and businesses (including mobile homes, corporations, box/department stores,
dry cleaners, auto repair, supermarkets, and healthcare offices). In order to successfully
implement the outreach program, the City will leverage an array of public marketing and
media tools which are unique to local governments:
i\lt\RI\.ETING TOOl I"TP4CT
City CalendarfWebsite 4.5 million monthly 'hits'
City Newsletter 1,100 subscn"bers
Direct Mailers 200,000 individuals
Business License Rrnewal Process 8,000 licensed businesses
Solid WastdRecycling Billing 85,000 households
Multi-Departmental Outreach 300,000 individuals (inet National City & Imperial Beach)
South Bay Community Events 500,000 attendees
Chula Vista Civic Organizations 100 community leaders
SCHEDULE
. Feb'lO:
Recruit & train staff
Prepare marketing plans & materials
Create tracking database & forms
Begin community energy assessments & Home
Upgrade, Carbon Downgrade program
Begin Peer-To-Peer workshop series
Host an LED holiday lighting exchange
Continue program implementation
. Jan'10:
. April '09:
. Dee '09:
. Jan'10-Dec'11:
BUDGET
Below is the program's 3-year Partnership budget. In addition to Partnership funds, the
program will leverage the City's Energy Efficiency & Conservation Block Grant funds
($900,000), private financing (up to $10 million), and in-kind community and volunteer
support.
2010-2012 CY/SDG&E Local Government Partnership
Final SOW
6 of12
3-59
.
Program Name: EmPower Chula Vista Outreach Program ..
.. . Pro2I"amBude:et
Item .. ($) . .(%)
Administrative CostB $295,701 20%
Marketing/Outreach Costs $45,000 4%
Incentive/Rebate Costs - -
Direct Implementation Costs $1,101,718 76%
Total $1,442,419 100%
PROGRAMCOMYONENT
Sustainable Communities Program
DESCRIPTION
Building upon the current program, the Chula Vista "Sustainable Communities Program"
(SCP) will further City staff's expertise in energy conservation and green building
principles, with the goal of infusing sustainable practices into every level of the planning
and building process. Staff will promote these principles to customers engaged in the
municipal permit and construction approval process through the City's Internet, on the
phone, or in person at the Public Services Building. Under the SCP, the Development
Services Department will also investigate and update their existing programs, guidelines,
and regulations to reflect the advances that have been made in both the green building
and energy conservation aspects of community and project-level site planning and to
coordinate these activities with new energy-related programs.
GOALS, OBJECTIVES & DELIVERABLES
1. Development, adoption, implementation, and modification of programs,
policies, and ordinances to increase energy efficiency and sustainability levels
over established baseline values.
a. Obiective - Dedicate selected staff members to fulfill Local Government
Partnership and program goals. Provide funds for a Building Inspector II (full
time) and Associate Planner (half time) to develop and maintain expertise in
energy efficiency and to initiate energy-saving building and land use
measures, respectively.
i. Deliverables - New and updated energy conservation and
sustainability policies, guidelines, procedures, and ordinances for
large-scale new developments, site plans, and new building
construction as well as for remodels and additions to existing
buildings.
2010-2012 CV/SDG&E Local Government Partnership
Final SOW
70f12
3-60
11. Deliverables - Encourage Plan Examiners (3) and the dedicated
Building Inspector II (I) to obtain "Certified Energy Plans
Examiner" credentials and other relevant certifications.
b. Objective - Investigate a voluntary and incentivized program to encourage
development to be more energy efficient than new mandatory enhanced
standards.
1. Deliverables - Research and present a program feasibility summary
that would offer an expedited entitlement approval and permitting
process for new development that meets an advanced tiered
standard of energy efficiency above the new enhanced mandatory
values (15-20% over Title-24) and would be established by code
and local ordinance.
ii. Deliverables - Research and present a program feasibility summary
that would offer an expedited permit process to small additions,
remodels, and tenant improvements that are more energy efficient
than the 2008 Energy Code. These projects are currently exempt
ITom the new "Above Title-24 Energy Efficiency Ordinance",
expected to be in place in 2010.
2. Outreach, support, and education of City staff, the public, the development
community, and peer groups on new energy efficiency and sustainability
measures.
a. Obiective - Update and maintain print and website media content to
guide staff and the public on the changes to SCP programs and policies.
i. Deliverables - Produce revised hardcopy and digital forms,
handouts, brochures, process guides, and information links.
ii. Deliverables - Update "Sustainability Center" website with new
program materials and energy-focused information regularly.
iii. Deliverables - Develop articles about SCP activities to be
distributed through news and City information outlets.
iv. Deliverables - Regular E-Mail distribution list notifications to the
development community on topics relating to the program.
b. Objective - Provide technical support and education on the changes to
the SCP programs and policies.
i. Deliverables - Attend and participate in events for sharing "lessons
learned", successes, and progress information at venues such as
SDG&E Partnership Mixers, City staff meetings, and community
events. Distribution of SCP and SDG&E materials at these events.
ii. Deliverables - Provide regular in-house trainings to Development
Services staff on the SCP program, Title 24, Energy Efficiency and
Green Building ordinances.
iii. Deliverables - Participate in pre-construction meetings on jobsites
to explain and aid compliance with the new Green Building
2010-2012 CVlSDG&E Local Government Partnership
Final SOW
8 of 12
3-61
Standards, Energy Code, and Energy Efficiency ordinances
developed. Number of meetings and follow-ups will be dependent
on a development project's scope of work and the needs of the
applicant or contractor.
IV. Deliverables - Staffing of "SustainabiIity Desk" with a Building
Inspector II who will be on-call during public counter hours to
answer questions, calls, and emails relating to the SCP and Title
24. Inspector will also provide research, guidance, and assistance
with plan check of energy efficiency and green building practices
at the Development Services counter.
v. Deliverables - Maintain current informational materials, brochures,
and handouts at the" Sustainability Desk".
3. Increase compliance and enforcement of new "reach" energy efficiency and
sustainability codes which were recently adopted by the Chula Vista City
Council.
a. Obiective - Building Inspector II to provide verification that all
mandatory enhanced energy efficiency and green building
requirements are being properly met.
i. Deliverables - Perform field audits on all types of construction
projects to confirm compliance with the enhanced energy
efficiency requirements and to ensure proper installation and
inspection procedures were performed.
ii. Deliverables - Regularly review plans and documentation with the
developers, contractors, owner builders, and Development
Services staff.
TARGET AUDIENCE
To include: Building and Planning Department staff, Builders, Developers, Residents,
businesses
SCHEDULE
. Jan-Mar 2010 Adoption of new enhanced energy efficiency codes
Enforcement of new Title 24 2008 code
. April 201 0 - Dec 2012 Implementation of SCP goals and deliverables
2010-2012 CV/SDG&E Local Government Partnership
Final SOW
9 of12
3-62
BUDGET
Program Name: . Susciihable C6mmuIlities Program . ....
. .. ... . . .. Pr02J'am Bud!!.t
Item .. .. . ($) (%)
Administrative Costs $ 156,440 15%
Marketing/Outreach Costs $73,631 7%
IncentivelRebate Costs - -
Direct Implementation Costs $777,930 78%
Total Sl,008,000 100%
PROGRAM COMPONENT
Energy-Efficient Economic Development Initiative
DESCRIPTION
Through the current partnership with SDG&E, the City has begun to demonstrate how
energy-efficient and renewable energy technologies and energy conservation (EERE &
EC) can be cost-effectively integrated into large-scale development projects to reduce
energy consumption and greenhouse gas emissions. The proposed program will expand
upon and leverage this work through additional research, demonstration, and techoical
assistance initiatives that will enable developers and builders to design and construct
high-efficiency and zero-net-energy projects at greenfield, grayfield, and brownfield sites
throughout the City. Further, the program will support a full-time Subject Matter Expert
(SME) to generate and manage these initiatives and to assist the Economic Development
Division and Planning Division attract businesses and development projects that will
enhance the City's energy-efficiency and emission reduction goals.
GOALS, OBJECTIVES & DELIVERABLES
1. Generate New Knowledge & Methods & Strengthen Utility Efficiency Programs
a. Objective - 5MB will plan, resource, and manage feasibility studies/projects to
determine the cost-effective combinations of EERE&EC technologies and
urban design features that deliver maximum energy efficiency and emission
reduction gains in representative residential, commercial, industrial,
institutional, and mixed-use projects in Chula Vista. The City and the SME will
work closely with SDG&E to ensure that these initiatives enhance the Savings
by Design, Sustainable Communities, Emerging Technologies, and the Express
Efficiency programs to produce greater energy savings and emission reductions.
I. Deliverables - Translation of the research into practical resource
guides for the development trades including recommended program
enhancements for some of the SDG&E programs mentioned above Q!:
other general enhancement recommendations.
2010-2012 CV/SDG&E Local Government Partnership
Fioa1 SOW
100f12
3-63
2. Demonstrate Value of EERE&EC Development Projects
a. Obiective - SME will collaborate with development and building industry
partners to demonstrate model EERE&EC technology applications in
representative development projects across the City. SME will seek additional
State agency (California Energy Commission) support to conduct performance
verification projects to demonstrate actual performance benefits of selected
technology applications.
I. Deliverables - Technology demonstration projects and case stodies of
successful EERE&EC development projects including a compelling
business case for the development industry. Note: Demonstration
projects dependent on SDG&E participation.
3. Retain & Expand Allied Businesses, Institutions & Development Projects
a. Obiective - SME will assist the Economic Development Office in
communicating to existing businesses, and to those relocating to the City, the
"business case" for EERE&EC technologies and their value in lowering
operating costs. SME will participate in the planning and design of the City's
new Eco-Industrial/Business Park and will assist the Economic Development
Office in recruiting new businesses specializing in clean energy technologies,
products and services. SME will assist in recruiting clean energy technology
research and development organizations to the University Park and Research
Center. SME will assist the Planning Division in incorporating related resources
into their programs. The City and the SME will work with the aforementioned
SDG&E programs to ensure that new business recruitment/development projects
produce energy savings and emissions reductions.
I. Deliverables - Targeted business/development project recruitment
initiatives. These initiatives will assist SDG&E in meeting their
obligations under the Global Warming Solutions Act of 2006 (AB 32)
and the requirements of SB 1368.
TARGET AUDIENCES
To include: clean technology companies, universities and related research institutes, the
hospitality industry, and the real estate development co=unity.
SCHEDULE
. Jan-May'10:
. June-Dec'10:
. Jan'II-Dec'12:
Define the role of the SME & recruit the individual
Refine the SME role & develop detailed program plans
Implement the program
2010-2012 CV/SDG&E Local GovernmentPartnersbip
Final SOW
11 of 12
3-64
BUDGET
Program Name: Energy-Efficient Community Development Initiative
. '.' '.
. Pro!!l"am Bnd2et
Item . .' '.' ($) (%)
Administrative Costs $15,000 2%
Marketing/Outreach Costs $60,000 7%
Incentive/Rebate Costs - -
Direct Implementation Costs $729,000 91%
Total $804,000 100%
PROGRAM COMPONENT
Partnership Management & Administration
DESCRIPTION
The citywide Partnership program is coordinated and administered by a central staff
member to improve efficiency, effectiveness, and communication between all parties.
The staff member also serves as a direct contact for SDG&E program managers.
BUDGET
Program Name: Partnership Management & Administration
.., . .... .... .' '. .
. .... Pro!!l"am Budiet .
Itern. '. ($) .(%)
Administrative Costs $402,572 100%
Marketing/Outreach Costs - -
Incentive/Rebate Costs - -
Direct Implementation Costs - -
Total $402,572 100%
2010-2012 CV/SDG&E Local Government Partnership
Fioal SOW
12 of 12
3-65
EXHIBIT B
EM&V PLAN
EM&V Plan will be issued at a later date in 2010 by the California Public Utilities
Commission and will be attached at that time. ]
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
3-66
EXHIBIT C
REPORTINGING REQUIREMENTS (As Applicable)
1. Reporting
1.1 Chula Vista 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 incurred in Unified
Chula Vista accounting periods related to its respective Authorized Work obligations, for purposes of
preparing the Monthly, Quarterly and Annual Reporting.
1.2 SDG&E shall provide Chula Vista in accordance with the provisions of Section 25 of the Agreen-en!,
or otherwise make available to Chula Vista on SDG&E's website, a copy of the filed Monthly
Reporting within five (5) Business Days after filing.
2. Monthly Reporting
2.1 Program Data - A spreadsheet table or tables listing which includes the followhg information:
Program Costs. (eDs! reported cumulative-fa-date (also referred to as inception-fa-date))
a. Program identification number as provided by the Program Administrator
b. Program name
C. Total cumulative program authorized budget as adopted by the Comnission
d. Total cumulative program operating budget which includes any midcourse budget modifications
(e.g., fund shifts)
e. Total cumulative program expenditures
f. Total program expenditures for the report month
g. Total cumulative commitments (limited to incenthe commitments)
Program Impacts (cost reporled cumulative-Io-dale (also referred to as inception-to-dale))
a. Total cumulative net kW, kWh, and Therrn 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 Therrn savings
2.2 Program ChangesINew Program Information
If applicable, the following 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 operating budgets increased during the report month
c. Identification of program terminated during the report month
3. Quarterly Report
3.1 Portfolio Benefit/Cost Metrics (Cumulative to Date
a. Total cost to billpayers (TRC, administrative cost and incremental cost per the Standard Practice
Manual)
b. Total savings to billpayers (TRe)
c. Net benefits to billpayers (TRe)
d. TRC Ratio
e. PAC Ratio
f. Cost per kWh saved (centsIkWh) (PAC)
g. Cost per therrn savings ($/therrn) (pAC)
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
3-67
3.2 Measure List -A spreadsheet table for each program or program element containing each measure
inBtalled, 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 aminimum:
a. Name of Measure or Service Rendered
b. Measure or Service Description
c. DEER Measure ill (where applicable)
d. DEER Run ill (where applicable)
e. Unit Definition
f. Unit gross kWh savings
g. Unit gross TheI1115 savings
h. Unit gross kW demand reduction
i. Incremental Measure Cost
j. Net to Gross Ratio
k. Effective Useful Life
I. 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 lnitiativ~ ifapplicabJe
(Cumulative resutts)
a. Estimate of expenditures on program activities that contribute towards GBI goals (including both
public and non-public commercial participants)
b. Net cumulative achieved kW, kWh and TheIlll savings contributing 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 activiti.. supporting the Green Building Initiative
f. /terns b, c and e above disaggregated by:
i. 2-digit NAICS code
ll. 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
c. Direct Implementation activities
d. Chula Vista's assessment of program perfoIlllance and program status (is the program on target,
exceeding expectations, or falling short of expectations, etc.)
27
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-68
e. For non-resource programs and program elements (programs or program elements that are not
claiming direct energy impacts), a discussion of the status of program achievements.
f. Discussion of changes in program emphasis (new program elemerts, Jess or more emphasis on a
particular delivery strategy, program elements discontinued, measure discontinued, etc.)
g. Discussion of near term plans for program over the coming months (e.g., marketing and outreach
efforts that are expected to significantly increase program participation, etc.)
h. Changes to staffrog 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
I. Program Theory and Logic Model if not aJready provided in the program's implementation plan,
or if revisions have been made.
3.6 Utility Quarterly Reports - SDG&E shan provide Chula Vista a copy of the filed Quarterly Report
within two (2) Business Days after filing with theCommission in accordance with the provisions of the
Agreement
4. Annual Reports
The format and content of the annuaJ report is expected to be deveJoped by the CPUC in fall. (to be verified) The
Program Jmplementer will be required to fulfill these repcrting obligations for their program.
5. Reporting Terminology Definitions
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 Expendltures- 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.)
Invoice Month - Invoicing months shall be defined as the calendar month represented in largest part in the Unified
Chula Vista's official accounting period schedule (Exhibit F). Data is available 15 days following the end dateofthe
accounting period. Invoices shall be prepared within 10 working days of the availability of Auditor expense reports.
Report Month - The month for which a particular monthly report is providing data and information. For example,
the report monfu for a report covering the month ofJuly 2010, but prepared and delivered later than July 2010,
would be July 20 I O.
Program Strategy - The method deployed by a 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 install approach is not a single program element)
6. Measure Classification
Measure End-Use Classification
Each energy efficiency measure reported should be classified into one of the following end-use categories
28
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-69
Residential End Uses
Detailed End Use
Clothes Dryer
Clothes Washer
Consumer Electronics
Cooking
Dishwasher
Other Appliance
Building Shell
Space Cooling
Space Heating
Interior Lighting
Exterior Lighting
Pool Pump
Freezers
Refrigeration
Water Heating
Other (User Entered Text String Description)
Nonresidential End Uses
Detailed End Use
Building Shell
Space Cooling
Space Heating
Ventilation
Day lighting
Interior Lighting
Exterior Lighting
Office Equipment
Compressed Air
Cooking
Food Processing
Motors
Process Cooling
Process Heat
Process Steam
Pumps
Refrigeration
Other (User Entered Text 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
Measure MarJ{et SectorlMarket Segment Classification
Where reports require market sector or market segment classification, the folewing classification scheme should be
used.
Market Sector
Residential
Single Family
Multi Family
Mobile Homes
Market Segment
NA
NA
NA
NA
29
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-70
Nonresidential
Commercial
Industrial
Agricultural
Unknown
NAICS CODE (greater than 2 digit not required)
NAICS 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 Jisted 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. Ifthere 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.
Cost Catenories Allowable Costs
Administrative Cost Category
Manaaerial and Clerical Labor
IOU Labor - Clerical
IOU labor - Program Desion
IOU labor - Proaram Develooment
IOU Labor - Proaram Plannina
IOU labor - proaramlProiect Manaoement
IOU labor - Staff Manaoement
IOU labor - Staff SUDervision
Subcontractor labor - Clerical
Subcontractor labor - ProD ram Desian
Subcontractor labor - Prooram Develooment
Subcontractor Labor - Prooram Plannino
Subcontractor labor - PronramlProiect Manaoement
Subcontractor Labor - Staff Manaaement
Subcontractor Labor - Staff Supervision
Human Resource SUDDOrt and DeveloDment
IOU labor - Human Resources
IOU labor - Staff Develooment and Trainino
IOU Benefits - Administrative labor
IOU Benefits - Direct Imolementation labor
IOU Benefits - MarketinoJAdvertisino/Outreach Labor
IOU Pavroll Tax - Administrative labor
IOU Pavroll Tax - Administrative labor
IOU Pavroll Tax - Administrative labor
IOU Pension - Administrative Labor
IOU Pension - Direct Implementation Labor
IOU Pension - Marketinn/Advertisina/Outreach Labor
Subcontractor labor- Human Resources
Subcontractor labor - Staff Develooment and Trainino
Subcontractor Benefits - Administrative Labor
Subcontractor Benefits - Direct Imolementation labor
Subcontractor Benefits - MarketinalAdvertisino/Outreach labor
Subcontractor Pavroll Tax - Administrative labor
Subcontractor Pavroll Tax - Direct Imolementation labor
30
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-71
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 Allowable Cost elements, the program
administrator should be contacted in order for the administrator to seek annroval from the CPUC.
Cost Cateaories Allowable Costs
Subcontractor Pavroll Tax - MarketinatAdvertisinQIOutreach Labor
Subcontractor Pension - Administrative Labor
Subcontractor Pension - Direct Imolementation Labor
Subcontractor Pension - MarketinQ/AdvertisinQIOutreach Labor
Travel and Conference Fees
IOU Conference Fees
IOU Labor - Conference Attendance
IOU Travel - Airfare
IOU Travel - LodQinQ
IOU Travel - Meals
IOU Travel - Mileage
10 U Travel - ParkinQ
IOU Travel- Per Diem for Misc. Expenses
Subcontractor - Conference Fees
Subcontractor Labor - Conference Attendance
Subcontractor - Travel - Airfare
Subcontractor - Travel - LodQina
Subcontractor - Travel - Meals
Subcontractor - Travel - MileaQe
Subcontractor - Travel - Par1<inQ
Subcontractor - Travel - Per Diem for Misc. Exoenses
Overhead (General and Administratlvel - labor and Materials
IOU Eauipment Communications
IOU Eauipment ComputinQ
IOU Eauipment Document ReDroduction
IOU Equipment General Office
IOU Eauipment Transportation
IOU Food Service
IOU Office Supplies
IOU PostaQe
IOU Labor - Accountina Support
IOU Labor - Accounts Pavable
IOU Labor - Accounts Receivable
IOU Labor - Administrative
IOU Labor - Facilities Maintenance
IOU Labor - Materials Manaaement
IOU Labor - Procurement
IOU Labor - Shoo Services
IOU Labor - Transportation Services
IOU Labor - Automated Systems
IOU Labor - Communications
IOU Labor - Information TechnoloQv
IOU Labor - Telecommunications
31
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-72
Anowable 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 fmancial commitments are to be
categorized as commitments. If the rq>orting 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 approval from the CPUC.
Cost Categories Allowable Costs
Subcontractor Equipment Communications
Subcontractor Eauipment Computina
Subcontractor Equipment Document Reproduction
Subcontractor Equipment General Office
Subcontractor Equipment Transportation
Subcontractor Food Service
Subcontractor Office Supplies
Subcontractor Postage
Subcontractor Labor - Accountino Support
Subcontractor Labor - Accounts Payable
Subcontractor Labor - Accounts Receivable
Subcontractor Labor - Facilities Maintenance
Subcontractor Labor - Materials Manaoement
Subcontractor Labor - Procurement
Subcontractor Labor - Shop Services
Subcontractor Labor - Administrative -~
Subcontractor Labor - Transportation Services
Subcontractor Labor - Automated Systems
Subcontractor Labor - Communications
Subcontractor Labor - Information Technoloov
Subcontractor Labor - Telecommunications
Marketina/Advertisina/Outreach Cost Category
IOU - Advertisements I Media Promotions
IOU - Bill Inserts
IOU - Brochures
IOU - Dear Hanoers
IOU - Print Advertisements
IOU - Radio Spots
IOU - Television Spots
IOU - Website Development
IOU Labor - Marketino
IOU Labor - Media Production
IOU Labor - Business Outreach
IOU Labor - Customer Outreach
IOU Labor - Customer Relations
Subcontractor - Bill Inserts
Subcontractor - Brochures
Subcontractor - Door Hanoers
Subcontractor - Print Advertisements
Subcontractor - Radio Spots
Subcontractor - Television Spots
I Subcontractor - Website Development
Subcontractor Labor - Marketing
32
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-73
Allowable Costs Table
The cost items listed on the Allowable Costs sheet are the on1y costs that can be claimed for ratepayer-funded energy
efficiency work. The costs reported should be only for costs actually expended. Any fmancial commitments are to be
categorized as commitments. If the r<porting 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 aporoval from the CPUC.
Cost Cateoories Allowable Costs
Subcontractor Labor - Media Production
Subcontractor Labor - Business Outreach
Subcontractor Labor - Customer Outreach
Subcontractor Labor - Customer Relations
Direct Implementation Cost Category
Financial Incentives to Customers
Actlvltv - Direct Labor
IOU Labor - Curriculum Develooment
IOU Labor - Customer Education and Trainino
IOU Labor - Customer Eauipment Testina and Diaanostics
IOU Labor - Facilities Audits
Subcontractor Labor - Facilities Audits
Subcontractor Labor - Curriculum Develooment
Subcontractar Labor - Customer Education and TraininQ
Subcontractor Labor - Customer Equipment Testing and Diaanostics
Installation and Service - Labor
IOU Labor - Customer Eauipment Repair and Servicina
IOU Labor - Measure Installation
Subcontractor Labor - Customer Equipment Repair and Servicina
Subcontractar Labor - Customer Equipment Repair and Servicino
Direct Implementation Hardware and Materials
IOU Audit Aoolications and Forms
IOU Direct Implementation Literature
IOU Education Materials
IOU Enerav Measurement Tools
IOU Installation Hardware
Subcontractor - Direct Implementation Literature
Subcontractor - Education Materials
Subcontractor - Ener~:!V Measurement Tools
Subcontractor - Installation Hardware
Subcontractor -Audit Aoolications and Forms
Rebate Processina and Inspection - Labor and Materials
IOU Labor - Field Verification
IOU Labor - Site Inspections
IOU Labor - Rebate ProcessinQ
IOU Rebate Applications
Subcontractor Labor - Field Verification
Subcontractor Labor - Rebate Processina
Subcontractor - Rebate Applications
33
2010-2012 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
PARTNERSHIP AGREEMENT
3-74
ATTACHMENT C
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 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
afftliates, whether or not prepared in connection with the Transaction, which may include,
without limitation, Confidential Customer Information (as defmed 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, excludinl!:
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 fust 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 or 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
-1-
3-75
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.
3. COURT OR ADMINISTRATIVE ORDER
Notwithstanding the provisions of Article 2 above, Other Party and its
Representatives may disclose any of the Confidential Information 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; provided, however, that Other Party and its Representatives may disclose the
information described in clauses (i) and (ii) 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, instruments, 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. SURVIVAL
-2-
3-76
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 such Confidential Information, except that the terms of this Agreement shall remain
in full force and effect with respect to Confidential Customer Information in perpetuity.
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 of a 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.
-3-
3-77
13. ATTORNEYS' 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 tenns 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. 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; (ii) 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:
If to SDG&E:
San Diego Gas & Electric Company
8306 Century Park Court, CP42D
San Diego, CA 92123-1530
Facsimile: (858) 654-0311
Attn: Julie Ricks
-4-
3-78
With a copy to:
Sempra Energy
101 Ash Street
San Diego, CA 92101
Facsimile: (619) 696-4670
Attn: General Counsel
If Other Party:
City of Chula 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. SAVINGS 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. 10 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 completeness of the Confidentiallnformation disclosed under this agreement, and
neither SDG&E nor any of SDG&E's representatives, agents, officers, directors. employees,
stockholders, owners, affiliates or advisors will have any liability to Other Party or any other
person resulting from the use of the Confidentiallnformation. Only those representations or
warranties that are made to Other Party in the Partnership Agreement, if any, when and as
executed, and subject to such limitations and restrictions as may be specified in the Partnership
Agreement, will have any legal effect.
(Signature page follows)
-5-
3-79
.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last
written below.
::""'~
Aavid . Garcia
Name:
,
Approved as to legal form
Title: Citv Manager
Date: '~l::J..~ol
~~-~~~
Ann Moore ~
City Attorney
SAN DIEGO GAS & ELECTRIC COMPANY
~ ----'~~ "-
Name: etrdllf effIt!I~t f?~;e~/.I/p Approved as to legal form
,-, . j, . /I1/J7V~b'7Z
Title: ~I'- -4. St"4SA1uJ see..- 'G (IS/Or
~~r
(Attorney's initials)
Date:
-6-
3-80
COUNCIL RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA (I) WAIVING THE CITY'S FORMAL
BIDDING PROCESS INVOLVING SELECTION OF A
CONSULTANT TO IMPLEMENT SDG&E/CHULA VISTA
LOCAL GOVERNMENT PARTNERSHIP PROGRAM'S
ENERGY-EFFICIENT ECONOMIC DEVELOPMENT
INITIATIVE; (2) APPROVING AN AGREEMENT WITH
DOUGLAS R. NEWMAN IN THE AMOUNT OF SIXTY FIVE
THOUSAND DOLLARS ($65,000) TO ASSIST THE CITY IN
THE IMPLEMENT A TION OF SDG&E/CHULA VISTA
LOCAL GOVERNMENT PARTNERSHIP PROGRAM'S
ENERGY-EFFICIENT ECONOMIC DEVELOPMENT
INTIATIVE; AND (3) AUTHORIZING THE CITY MANAGER
TO EXECUTE THE AGREEMENT AND RELATED
DOCUMENTS
WHEREAS, since 2006 the City of Chula Vista and SDG&E, under the auspices of the
California Public Utilities Commission, have been collaborating in the implementation of a
Local Government Partnership Program CSDG&E/Chula Vista LGPP") to support energy
efficiency services to local residents, businesses and city operations that reduce the amount of
electricity and natural gas consumed and lower monthly utility costs; and
WHEREAS, over the last three years, the SDG&E/Chula Vista LGPP has matured into a
comprehensive and effective program which has been recognized statewide as a model for
successful collaboration; and
WHEREAS, SDG&E/Chula Vista LGPP's accomplishments include the creation of energy
resources guides for local and state government agencies and private development companies
across the state and the facilitation of the design and construction of the LEED-platinum Los
Vecinos Affordable Housing project; and
WHEREAS, the SDG&E/Chula Vista LGPP will continue through December 2012 and
provide $1,362,997 per calendar year in funding; and
WHEREAS, the SDG&E/Chula Vista LGPP contains funding for the Energy-Efficient
Economic Development Initiative, which includes planning, demonstrations, and research: and
WHEREAS, the proposed Agreement, attached to the staff report as Attachment I, involves
work to be performed in connection with the SDG&E/Chula Vista LGPP and the Energy-
Efficient Economic Development Initiative; and
3-81
WHEREAS, Mr. Douglas Newman ("Consultant") is the Director of the National Energy
Center for Sustainable Communities, a collaboration between the City ofChula Vista, SDSU and
the Gas Technology Institute, that is advancing energy-efficient community development in
California; and
WHEREAS, Consultant holds Masters Degrees in urban and regional planning and public
policy and administration 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 the proposed Energy-Efficient
Economic Development Initiative; and
WHEREAS, Consultant has successfully designed and managed three previous projects on
related subjects for the SDG&E/Chula Vista LGPP, gaining valuable insight and experience in
collaborating with the City of Chula Vista and SDG&E; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a
manner such that it can deliver the services required of Consultant to City in accordance with the
time frames and the terms and conditions of this Agreement.
WHEREAS, as stated in the above recitals, Consultant has a unique knowledge of the City of
Chula Vista and the work to be performed by under the proposed Agreement and is found to be
the sole person to perform the scope-of-work for the proposed SDG&E/Chula Vista LGPP
Energy-Efficient Economic Development Initiative.
NOW, THEREFORE BE IT RESOLVED, by the City Council of the City ofChula Vista as
follows:
I. The City's consultant selection process outlined in Chula Vista Municipal Code Section
2.56.110 is waived; and
2. The Agreement between the City of Chula Vista and Douglas R. Newman in the amount
of Sixty Five Thousand Dollars ($65,000) to implement the SDG&E/Chula Vista LGPP
Energy-Efficient Economic Development Initiative is approved; and
3. The City Manager or his designee is authorized to execute all documents necessary to
implement the SDG&E/Chula Vista LGPP Energy-Efficient Economic Development
Initiative.
Presented by
Approved as to form by
Gary Halbert, AICP, PE
Deputy City Manager/Director of
Development Services
~4
Bart C. Miesfeld
City Attorney
3-82