2015/09/22 City Council Resolution 2015-164RESOLUTION NO. 2015-164
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING AN AGREEMENT BETWEEN THE CITY OF
ROHNERT PARK AND PACIFIC GAS AND ELECTRIC COMPANY TO CONSTRUCT
THE PUBLIC SAFETY MAIN HVAC REPLACEMENT PROJECT AND PURCHASE
AND INSTALL 642 LIGHT EMITTING DIODE (LED) CITY FACILITY LIGHTS FOR
REPLACEMENT PURPOSES AND AUTHORIZE THE FINANCE DIRECTOR TO
AMEND THE FY 15 -16 BUDGET
WHEREAS, the Public Safety Main HVAC system is in critical need of replacement
because it is inefficient, unreliable, and no longer repairable; and
WHEREAS, Pacific Gas & Electricity (PG &E) performed an energy audit on the
building in 2013 and provided recommendations for types of replacement equipment that would
meet PG &E's minimum efficiency requirements, including the boiler, chiller and two water
heaters; and
WHEREAS, because the replacement of the chiller, boiler and water heaters do not
result is sufficient energy efficiency savings to pay back the loan within a 10 -year period, staff
and PG &E researched replacement of exterior and interior high pressure sodium (HPS) lights at
various City facilities; and
WHEREAS, the City owns and maintains high pressure sodium (HPS) indoor and
exterior lights at parks and City facilities; and
WHEREAS, HPS lights have high operation and maintenance costs and are not energy
efficient; and
WHEREAS, LED lighting consumes 35% less energy than HPS lighting, reduces light
pollution, and last much longer than HPS bulbs; and
WHEREAS, Staff is proposing to convert 642 existing City -owned indoor and exterior lights
from HPS to LED in combination with construction of the Public Safety Main HVAC Replacement
Project through an agreement with PG &E; and
WHEREAS, the 642 lights targeted for replacement are within City parks and facilities.
WHEREAS, PG &E has a Turnkey Program that utilizes their Energy Efficiency Retrofit
Loan Program, called On -Bill Financing (OBF), where PG &E will finance the project at 0% interest,
and the City will pay the loan through the realized savings on the monthly utility bills; and
WHEREAS, participation in the Turnkey Program requires the City to execute an
agreement with PG &E and complete paperwork for billing and rebates for both projects; and
WHEREAS, California Government Code Sections 4217.10 - 4217.18 allow the City to
pursue an alternative procurement processes for "energy services contracts" and "energy
financing contracts" if it finds it best serves the City interest; and
WHEREAS, the City is relying on these alternative procurement processes for the Light
Replacement Project at Various City Facilities and to enter into the facility financing contract,
except that the City has competitively bid and awarded the Public Safety Main Building HVAC
System Replacement Project consistent with the City of Rohnert Park Purchasing Policy Section
3.6.6F Contracts for Public Projects because that project will not be entirely funded through the
PG &E program.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park as follows:
Section 1. The above recitals are true and correct and material to this Resolution.
Section 2. An agreement by and between PG &E and the City of Rohnert Park, a
municipal corporation, to construct the Public Safety Main HVAC System Replacement Project
and purchase and install 642 LED lights is hereby authorized and approved.
Section 3. The City Manager is hereby authorized and directed to take all actions to
effectuate this agreement for and on behalf of the City of Rohnert Park, including execution, if
necessary, in substantially similar form to the agreement attached hereto and incorporated by this
reference as Exhibit "A," and Program Participation Agreements for the replacement lights at
each City facility, subject to minor modifications by the City Manager or City Attorney
( "Agreement ").
Section 4. The City Council hereby finds based upon evidence in the record that the
Agreement is a qualified energy service contract and /or energy financing contract and that
entering into the Agreement is in the best interest of the City, that public notice was properly
given, and that funds for the repayment are projected to be available from revenues available
from funding that would otherwise have been used for purchase of electrical energy. The
Council further finds that entering into the Agreement with PG &E is categorically exempt from
the requirements of the California Environmental Quality Act ( "CEQA ") pursuant CEQA
Guidelines sections 15301 (Existing Facilities) and 15302 (Replacement or Reconstruction).
Section 5. This Resolution shall become effective immediately.
Section 6. All portions of this Resolution are severable. Should any individual
component of this Resolution be adjudged to be invalid and unenforceable by a body of
competent jurisdiction, then the remaining Resolution portions shall continue in full force and
effect, except as to those Resolution portions that have been adjudged invalid. The City Council
of the City of Rohnert Park hereby declares that it would have adopted this Resolution and each
section, subsection, clause, sentence, phrase and other portion thereof, irrespective of the fact that
one or more section, subsection, clause, sentence, phrase or other portion may be held invalid or
unconstitutional. .
(2)
BE IT FURTHER RESOLVED that the Finance Director is authorized to increase
appropriations in the FY 15 -16 budget in an amount not to exceed the rebate and final loan
amount.
DULY AND REGULARLY ADOPTED this 22nd day of September, 2015.
CITY OF RO NERT PAR
C
Amy O. Ahanotu, Mayor
ATTEST: ,r
oAnne M. Buergler, City Clef"
Attachment: Exhibit A
CALLINAN: BELFORTE: -e- MACKENZIE: STAFFORD: Set HANOTU:
AYES: ( t j ) NOES: ( (') ) ABSENT: ( I ) ABSTAIN: ( C) )
(3)
Pacific Gas and GENERAL OFF -BILL AND ON -BILL
Electric Company FINANCING LOAN AGREEMENT
The undersigned customer ( "Customer") has contracted for the provision of energy efficiency /demand response equipment and services
(the "Work ") which qualify for one or more of PG &E's applicable rebate or incentive programs. Subject to the conditions (including the
process for Adjustment and preconditions to funding) set forth below, Pacific Gas and Electric Company ( "PG &E ") shall extend a loan
(the "Loan ") to Customer in the amount of the loan balance (the "Loan Balance ") pursuant to the terms of this On -Bill Financing Loan
Agreement ( "Loan Agreement ") and PG &E's rate schedules E -OBF and /or G -OBF, as applicable (the "Schedule ").
To request the Loan, Customer has submitted a completed On -Bill Financing Application and associated documentation as required by
PG &E (the "Application "). Collectively the Application and this Loan Agreement (including any Adjustment hereunder) comprise the
"Agreement ".
1. Customer shall arrange for its Contractor, as identified at the end of this Agreement ( "Contractor"), to provide the Work as
described in the Application.
2. The estimated Loan Balance is set forth below. The total cost of the Work as installed, rebate /incentive for qualifying energy
efficiency measures, Loan Balance, monthly payment, and loan term specified in this Loan Agreement may be adjusted, if
necessary, after the Work and the post - installation inspection described in the Application and /or herein are completed (the
"Adjustment "). The Adjustment will be calculated using the actual total cost of the Work, as installed, and the estimated
energy savings (as described in the Application) of such Work. In no event will the Loan Balance be increased without
Customer's written consent, even if Customer is eligible for such increased Loan Balance. Moreover, in no event will the Loan
Balance exceed the maximum loan amount stipulated in the Application. Customer understands that in order to be eligible for
the Loan, the initial Loan Balance for Work may not fall below the minimum loan amount, nor may the payback period exceed
the maximum payback period. Accordingly, if after the Adjustment, the Loan Balance falls below the minimum loan
amount or if the simple payback period exceeds the program maximum payback period, each as described in the
Application, PG &E shall have no obligation to extend the Loan, as the Work would not meet program requirements.
The Adjustment described in this paragraph will be communicated to the Customer in writing and will automatically become
part of this Loan Agreement, except that any proposed increase in the Loan Balance will only become part of this Loan
Agreement upon Customer's written consent to such increase.
PG &E shall have no liability in connection with, and makes no warranties, expressed or implied, regarding the
Work. Customer will be responsible for any and all losses and damage it may suffer in connection with, and any
claims by third parties resulting from, the Work. Customer shall indemnify and hold harmless PG &E, its affiliates, and
their respective owners, officers, directors, employees and agents thereof, from and against all claims, demands, liabilities,
damages, fines, settlements or judgments which arise from or are caused by (a) any breach of the Agreement by Customer; (b)
any defects or problems with the Work, or the failure of the Work to deliver any anticipated energy efficiencies; (c) Customer's
failure to pay any amount due or claimed by Contractor with respect to the Work; or (d) the wrongful or negligent acts or
omissions of any party (including Contractor) in the conduct or performance of the Work.
Customer represents and warrants that (a) Customer is receiving this Loan solely for Work obtained in connection with
Customer's business, and not for personal, family or household purposes; (b) Customer, if not an individual or a government
agency, is duly organized, validly existing and in good standing under the laws of its state of formation, and has full power and
authority to enter into this Agreement and to carry out the provisions of this Agreement. Customer is duly qualified and in good
standing to do business in all jurisdictions where such qualification is required; (c) this Loan Agreement has been duly
authorized by all necessary proceedings, has been duly executed and delivered by Customer and is a valid and legally binding
agreement of Customer duly enforceable in accordance with its terms; (d) no consent, approval, authorization, order,
registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over
Customer is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this
Loan Agreement, and the performance of the transactions contemplated by this Loan Agreement; (e) the execution and delivery
of this Loan Agreement by Customer hereunder and the compliance by Customer with all provisions of this Loan Agreement: (i)
will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the
terms or provisions of any loan agreement or other contract or agreement under which Customer is an obligor or by which its
property is bound; and (f) all factual information furnished by Customer to PG &E in the Application and pursuant to this
Agreement is true and accurate.
Form 79 -1118
Advice 3370 -G / 4200 -E
March 2013
5. The Application must include the Federal Tax Identification Number or Social Security Number of the party who will be the
recipient of the checks for the rebate /incentive or any Loan proceeds. Checks may be issued directly to the Customer or its
designated Contractor or both, for the benefit of the Customer, as specified below. Customer acknowledges that PG &E will not
be responsible for any tax liability imposed on the Customer or its contractor in connection with the transactions contemplated
under the Agreement, whether by virtue of the Loan contemplated under the Agreement, or otherwise, and Customer shall
indemnify PG &E for any tax liability imposed upon PG &E as a result of the transactions contemplated under the Agreement.
6. Upon completion of the Work, Customer shall send a written confirmation of completion to PG &E's On -Bill Financing Program
Administrator at the address listed in Section 15. Within 60 days after receiving the confirmation, PG &E (a) will conduct a post
installation inspection and project verification, including review of invoices, receipts and other documents as required by PG &E
to verify the correctness of any amounts claimed by Customer; (b) will adjust, if necessary, the total cost, incentive, Loan
Balance, monthly payment, and loan term as stated above; and (c) if PG &E deems necessary, obtain updated financial
information to verify that Customer has good credit standing (as determined by PG &E) prior to making the Loan. Customer
shall give PG &E reasonable access to its premises and the Work and shall provide such updated financial information to
PG &E upon request. PG &E may decline to make the Loan if PG &E determines, in its sole discretion, that Customer does not
have good credit standing at that time. If the Work conforms to all requirements of the Agreement and all amounts claimed by
Customer as Work costs are substantiated to PG &E's reasonable satisfaction, and PG &E is satisfied that Customer has good
credit standing, PG &E will issue a check ( "Check ") to Customer or Contractor (as designated by Customer in Section 15) for
all amounts PG &E approves for payment in accordance with the Agreement. The date of such issuance is the "Issuance
Date ". If the Check is issued to Customer, Customer shall be responsible for paying any outstanding fees due to Contractor for
the Work. If the Check is less than the amount due from Customer to Contractor, Customer shall be responsible for the
excess due to the Contractor.
7. Customer shall repay the Loan Balance to PG &E as provided in this Loan Agreement irrespective of whether or when the Work
is completed, or whether the Work is in any way defective or deficient, and whether or not the Work delivers energy efficiency
savings to Customer.
8. The monthly payments will be included by PG &E on the Account's regular energy service bills, or by separate bill, in PG &E's
discretion. Regardless whether the monthly payments are included in the regular utility bill or a separate loan installment bill,
the following repayment terms will apply:
a. The Customer agrees to repay to PG &E the Loan Balance in the number of payments listed below and in
equal installments (with the final installment adjusted to account for rounding), by the due date set forth in
each PG &E utility bill or loan installment bill rendered in connection with Customer's account (identified by
the number set forth below) ( "Account "), commencing with the bill which has a due date falling at least 30
days after the Issuance Date.
b. If separate energy service bills and loan installment bills are provided, amounts due under this Loan
Agreement as shown in the loan installment bill shall be deemed to be amounts due under each energy
services bill to the Account, and a default under this Loan Agreement shall be treated as a default under the
Account.
c. If the Customer is unable to make a full utility bill payment in a given month, payment arrangements may be
made at PG &E's discretion.
d. Any partial bill payments received for a month will be applied in equal proportion to the energy charges and
the loan obligation for that month, and the Customer may be considered in default of both the energy bill and
the loan installment bill.
e. Further payment details are set forth below.
9. Any notice from PG &E to Customer regarding the Program or the transactions contemplated under the Loan Agreement may
be provided within a PG &E utility bill or loan installment bill, and any such notices may also be provided to Customer at the
address below or to the Customer's billing address of record in PG &E's customer billing system from time to time, and in each
case shall be effective five (5) days after they have been mailed.
10. The Loan Balance shall not bear interest.
11. Customer may, without prepayment penalty, pay the entire outstanding loan balance in one lump sum payment provided the
customer first notifies PG &E by telephoning the toll free phone number (1- 800 - 468- 4743), and by sending written notice to
PG &E On -Bill Financing Program Administrator at the address listed below, in advance of making the lump sum payment.
Accelerated payments that are received from Customer without PG &E's prior approval may, at PG &E's sole discretion, be
applied proportionally to subsequent energy charges and Loan repayments and PG &E shall have no obligation to apply
accelerated payments exclusively to reduction of the outstanding Loan.
Form 79 -1118
Advice 3370 -G / 4200 -E
March 2013
12. The entire outstanding Loan Balance will become immediately due and payable, and shall be paid by Customer within 30 days
if: (i) the Account is closed or terminated for any reason; (ii) Customer defaults under the Agreement; (iii) Customer sells or
transfers ownership of the equipment forming part of the Work to any third party (including as part of a sale or lease of premises
or transfer of business or otherwise); or (iv) Customer becomes Insolvent. Customer becomes "Insolvent' if: (i) Customer is
unable to pay its debts as they become due or otherwise becomes insolvent, makes a general assignment for the benefit of its
creditors, or suffers or permits the appointment of a receiver for its business or assets or otherwise ceases to conduct business
in the normal course; or (ii) any proceeding is commenced by or against Customer under any bankruptcy or insolvency law that
is not dismissed or stayed within 45 days.
13. Customer understands that without limiting any other remedy available to PG &E against Contractor or Customer, failure to
repay the Loan Balance in accordance with the terms of the Agreement could result in shut -off of utility energy
service, adverse credit reporting, and collection procedures, including, without limitation, legal action.
14. If there is any conflict among the documents comprising the Agreement, the following order of priority shall apply: 1. this Loan
Agreement; 2. the Application; 3. any documents attached to the Application.
Form 79 -1118
Advice 3370 -G / 4200 -E
March 2013
15. Loan Particulars.
This table is to be completed bv PG &E
Total Cost
Incentive
Customer
Loan Balance
Monthly
Term 2 (months)
Number of
Buy- Down
Payment
Payments
(if applicable)
$704,848.46
$96,203.88
$-
$608,644.58
$7,160.52
85
85
Check Made Payable to Customer ❑ or Contractor ❑
[customer to select payment method. Note that only one check can be issued]
16. This agreement at all times shall be subject to such modifications as the California Public Utilities Commission may direct from
time to time in the exercise of its jurisdiction.
#'G &E Account # 1•5erv%c.�5 Ag[eement ,
8730919544/8730919067
Primary Contact Name: CITY OF ROHNERT PARK
Primary MDSS Application Number:
TIF ID: 003099
Sigraaiurc ofAt�thprtzd RF?�ntaUve ofGuatoiYier
Date
ACCEPTED: Pacific Gas and Electric Company
By ; Date -
PG&E On -Bill Financing Authorized Representative
Address:
Pacific Gas and Electric Company
On Bill Financing Program
77 Beale Street - 3rd Floor
San Francisco, CA 94105
' The Loan Balance shall not exceed one - hundred thousand dollars ($100,000) for commercial customers
and shall not exceed two - hundred fifty thousand dollars ($250,000) for government agency customers,
excepting loans to government agency customers where, in PG &E's sole opinion, the opportunity for
uniquely large energy savings exist, in which case the Loan Balance may exceed two - hundred fifty
thousand dollars ($250,000) but shall not exceed one million dollars ($1,000,000).
z Commercial loans may have their loan terms extended beyond five years, not to exceed the expected
useful life (EUL) of the bundle of energy efficiency measures proposed, when credit and risk factors support
this.
Form 79 -1118
Advice 3370 -G / 4200 -E
March 2013
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