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17-0718_SIEMENS INDUSTRY, INC_Professional Services Agreement CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of \ib , 2017 by and ..193,"\,between the City of San Juan Capistrano, a municipal corp tion organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and Siemens Industry, Inc., a Delaware corporation with its principal place of business at 9225 Bee Cave Road Building B, Suite 101 Austin, TX 78733 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Project Development for the Conversion of City Street Lights from High Pressure Sodium to LED Technology (hereinafter referred to as "the Project"). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit"B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $33,315.19. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant 1 61147.02100\29896473.1 , with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Consultant shall complete the services required hereunder within 6 months. The Notice to Proceed shall set forth the date of commencement of work. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 2 61147 02100\29896473 1 • 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Consultant Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or functional equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. 3 61147 02100\29896473 1 (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize deductibles and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers' Compensation/Employer's Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The 4 61147.02100\29896473.1 policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $5,000,000 per occurrence/ $9,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer's Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any 5 61147 02100\29896473.1 insurance, self-insurance or other coverage maintained by the City or any additional insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 6 61147 02100\29896473.1 (iii) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend, with counsel of its choosing, satisfactory to the City, and at Consultant's own cost, indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims') in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all expert witness fees and attorneys' fees and other direct costs and expenses actually incurred. If the incident to any alleged acts, errors or omissions, or willful misconduct of is caused by the parties' joint or contributory negligence, the loss and/or expenses shall be borne by each party in proportion to its degree of negligence. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers. b. Additional Indemnity Obligations. Consultant shall defend, with counsel of its choosing, satisfactory to the City, and at Consultant's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the City, its officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse the City, its officials, officers, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents and volunteers. 7 61147.02100\29896473.1 • c. Conditions to Indemnity Obligations. The Consultant's indemnification obligations set forth herein are conditioned upon the following: (i) City gives prompt written notice to Consultant of the claim(s), (ii) City promptly and in writing grants to Consultant sole control over defenses and settlement of the claim, (iii) City provides all timely assistance in defense of the claims, and (iv) City does not admit liability or fault. 13. California Labor Code Requirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub- subconsultants to comply with the same. 15. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. 16. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion 8 61147.02100\29896473 of the work completed and/or being abandoned. City shall pay Consultant the agreed-upon value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to consequential or indirect damages except for reasonable amount of direct costs not recovered due to such pre-mature termination like demobilization costs, re-stocking fees for un-installed fixtures, project related costs which are apportioned on a per unit basis and recovered from the overall quantity of fixtures installed. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 19. Organization Consultant shall assign Bryan Berlin as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 20. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. Except for indemnity obligations under Section 12, the total aggregate liability of either Party is limited to the amount(s) payable to Consultant under this Agreement. NEITHER PARTY SHALL BE LIABLE, UNDER ANY THEORY OF LIABILITYFOR BUSINESS INTERRUPTION OR LOST REVENUE, LOSS OF PROFITS OR SALES, COST OF CAPITAL, FOR ANY LOSS OF USE, FOR ANY LOSS OR CORRUPTION OF DATA FINANCING COSTS IN CASE OF DELAYED SAVINGS OR FOR ANY OTHER LOSS, COSTS OR EXPENSES OF A SIMILAR TYPE; EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 21. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: 9 61147.02100\29896473.1 CITY: CONSULTANT: City of San Juan Capistrano Siemens Industry Inc. 32400 Paseo Adelanto 9225 Bee Cave Road Building B, Suite 101 San Juan Capistrano, CA 92675 Austin, TX 78733 Attn: Tom Toman, Assistant Public Works Attn: Alex Valenti Director and shall be effective upon receipt thereof. 22. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 24. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 25. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 26. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 27. Non-Waiver 10 61147.02100\29896473.1 None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 28. Time of Essence Time is of the essence for each and every provision of this Agreement. 29. City's Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 30. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 11 61147 02l00\29896473.1 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND SIEMENS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO SIEMENS By: ,.:. _ By: ✓`` � - _ .- : "Sie. '-' City Ma -.er Its: Director of Service Printed Name: Steven M. Teal, Jr. L.------- 40,0.K. , - ATTEST: By: AP' - P op Its: ead of IT CS, West Printed Name: Michael J Hutchens .t�By: . Cityilerk APPROVED AS TO FORM: r By: �� City Attorney 12 61147.02100\29896473.1 EXHIBIT A—SCOPE OF SERVICES SCOPE OF WORK General Description of Project Improvements: Siemens Industry, Inc. will make lighting recommendations, including wireless control and management, and proposed financings for the costs of providing a turnkey project to replace all of the City's 1,158 high pressure sodium (HPS) street lights with more energy efficient and cost effective LED lights. The main deliverable of this project a Photometric Analysis will be an upgraded street light system with reduced energy and maintenance costs. The Scope of Services is outlined as follows: PROJECT REQUIREMENTS 1.1. Photometric Analysis—Determine existing streetlight placement, height and street width and conduct analysis of the proposed replacement lights to illustrate improved lighting levels that provide safe and adequate light (See Exhibit"C"). 1.2. Compliance with Laws — Compliance with all laws and regulations including wage and labor (prevailing wage rate), DIR Registration, OSHA requirements and any safety measures. 1.3. Provide Project Financing—The cost of the project shall be the gross cost before rebates. Financing shall be for a term not to exceed ten (10) years and the amount of the payment shall not change over the term of the loan. The financing shall be structured to meet the City's financial objective i.e. annual debt service payments (vendor loan and California Energy Commission (CEC) loan, if applicable) to not exceed energy cost savings in any given year after project completion. 2. PROJECT PLANNING AND COORDINATION 2.1. Conduct a detailed investigation of San Diego Gas and Electric (SDGE) billing records, maps and City records to establish the list of street lights for replacement/upgrade, which are eligible for rebates from various sources. 2.2. Conduct an on-site physical inspection/inventory of all street lights for final verification of GPS coordinates (Latitude/Longitude within 5ft.), location (closest address), wattage, luminaire physical attributes, pole and or light number, luminaire type, pole type, pole and or bracket height,pole condition(identification of light poles at risk for failure, etc.). 2.3. Reconcile City records and inspection/inventory results with SDGE records to confirm ownership of targeted replacements and eligibility for rebates and lower cost tariffs. 2.4. Develop and submit required paperwork to reconcile street light billing records. 2.5. Based on the replacement for typical lighting configurations, photometric analysis and the mapping data, prepare a Replacement Plan for the target luminaires. The plan shall list each 13 61147.02100\29896473.1 fixture, associated pole number, meter number(if applicable), GIS location and the existing and proposed items for each of the parameters collected during the inspection. 2.6. Perform a detailed analysis which compares energy consumption and fixture longevity between existing and proposed luminaires. Develop a 15-year energy (Kwh and cost) maintenance cost and greenhouse gas (GHS) savings projection(s) to ensure results and cost effectiveness of project options. Initial energy costs shall be based on the most current and applicable SDGE tariff schedule. Proposers shall include their assumed annual increase in electricity rates and justify the assumed rate increase. 2.7. The City must review and approve the final project details and Scope of Work. 3. PROJECT IMPLEMENTATION 3.1. Based on the Project Planning described in Section 2 of this Scope, Consultant will submit the detailed project, including the Replacement Plan and proposed project financing that is consistent with the photometric analysis and the requirements for project financing as set forth in this Scope. 3.2. The annual combined savings and revenue generation from the proposed project must at a minimum cover the total annual cost to the City of the implementation of the Replacement Plan in debt service and/or cost of the required improvements,as applicable. 3.3. Carry out the instructions received from the City and shall co-operate with the City and other involved agencies. 3.4. Provide the City with the Project Schedule. 3.5. City and Consultant will cooperate to finalize the technical, legal and financial components of the Project, using the Replacement Plan and the proposed project financing, as the basis for a draft Performance Contracting Agreement("Agreement")and associated financing documents to be negotiated by the City and Siemens. 4. GENERAL REQUIREMENTS 4.1. Consultant shall perform all work in conformance with the latest City policies and procedures, and Caltrans' Standards. 4.2. Consultant shall carry out the instructions received from the City and shall co-operate with the City and other involved agencies. 4.3. Consultant has total responsibility for the accuracy and completeness of all submittal documents and plans and shall quality check all such materials in advance of submittal. The City staff will review plans for conformity with the requirements of the Agreement. City reviews of Consultant submittals do NOT include detailed review or checking of design or the accuracy with which such designs are depicted in the documents and the plans. The responsibility for accuracy and completeness of such items remains solely with the Consultant. 14 61147.02100\29896473.1 4.4. The documents and plans furnished under the Agreement and this Scope of Work shall be of a quality acceptable to the City. The criteria for acceptance shall be: a product of neat appearance, well organized, technically and grammatically correct, checked and dated and having the maker and checker identified. 4.5. The Consultant shall have a quality control plan(QA/QC) in effect during the entire time work is performed under the Agreement. The quality control plan shall establish a process which includes checking procedures for PS&E preparation, an independent constructability review, correcting and back checking procedures, and all job related correspondence and memoranda dated and received by affected persons and then bound in appropriate job files. The City reserves the right to request proof of said documentation. 4.6. The Consultant's work is subject to inspections by representatives of the City. 5. CITY RESPONSIBILITIES The City shall provide the following: 5.1. All construction inspection work and contract administration. 5.2. Available City "as-built" or record drawings, and existing information in the possession of the City as applicable to complete the design. 5.3. Project administration items such as environmental review and permits including Right- to-Enter/temporary or permanent construction easements if necessary. 6. CONSULTANT AND/OR SUB CONTRACTORS RESPONSIBILITIES The City desires to enter a contract with the selected Consultant and sub consultant(s) that will be responsible for all work, products, and services. This scope of work and related services shall be performed by the original Consultant and sub consultant originally disclosed on the Proposal and approved by the City. Re-assignment of any aspect of this Project to other consultants / sub consultants is not allowed without the prior written authorization of the City. If the consultant plans on using consultants and/or subcontractors as part of its implementation plan, then the consultant shall: 6.1. Provide the company profile, name, address, and telephone for all consultants and/or subcontractors providing support during the term of this project. 6.2. Define the responsibilities and give a description of services to be provided by consultants and/or subcontractors. 6.3. Describe the Consultant's business and reporting relationship with any consultants and/or subcontractors. 6.4. Include references and resumes for all third party Consultants in your proposal. The City has the right to accept or reject any changes made to the proposed project team members, including the use of consultants and/or sub-contractors. 15 61147.02100\29896473.1 EXHIBIT B Payment If Consultant is unable to produce Replacement Plan and financing for the proposed project that meets the objectives set forth in the Scope of Services set forth in this Agreement, then Consultant shall receive no payment for its work performed pursuant to this Agreement. However, if Consultant presents a Replacement Plan and financing for the proposed project that does meet the objectives set forth in the Scope of Services on terms and conditions that are satisfactory to the City, and the parties do not execute it within sixty (60) days after completion of the draft Performance Contracting Agreement, then the City agrees to pay Consultant a fee of $33,315.19 (Exhibit B: Tasks 1,2,3,10) within thirty (30) days of invoice from Consultant. All work products would then become the sole property of the City and the City may utilize such work product in any manner at its sole discretion, including but not limited to implementing the FIMs recommended in the Audit. Alternatively, if Consultant provides a Performance Contracting Agreement and financing arrangement which meets the objectives set forth in the Scope of Services, and the parties execute the Agreement, then the costs associated with this Agreement will be incorporated into the price of the Performance Contracting Agreement. 16 61147.02100\29896473.1