HomeMy WebLinkAboutPG&E (2) �e :TP /J _ 00) €2.
10/23/18 draft
Master Service Agreement
This Master Service Agreement ("Agreement") is made and entered into as of the last date signed
below ("Effective Date")by and between the City of Fresno("Customer")and Pacific Gas and Electric
Company,a California corporation("PG&E"). Customer and PG&E shall each individually be referred
to as"Party"and together constitute the"Parties."
Recitals
A. PG&E is a public utility regulated by the California Public Utilities Commission. PG&E provides
power to customers in its service territory.
B. Customer receives power from PG&E at Customer facilities within PG&E's service area.
C. PG&E also provides turnkey energy related services to customers ("Turnkey Services"). Turnkey
Services typically include energy related assessments of a customer facility and/or installation of
energy related measures("ERMs").Typical ERMs include, but are not limited to,any of the following:
energy efficiency measures, water efficiency measures, energy generation measures, demand
control measures, energy storage measures, streetlight replacement services, and services to
operate, maintain, repair, inspect and construct customer owned or third-party electric and gas
systems. Such services include, but are not limited to, infrared scanning, non-invasive
testing/troubleshooting, transmission maintenance, engineering, planning, de-energized washing of
electrical equipment, pipeline maintenance, excavation and leak detection, meter cabinet
construction and piping extension, painting and coating of substation equipment,emergency and non-
emergency repairs,gaspressure regulation and flow analysis, preventative maintenance,emergency
transformer loans/ generator loans(as-available service),clearance,grounding,switching and tie-in
services,and otherservices authorized by the California Public Utilities Commission.
D. PG&E is interested in providing Turnkey Services to Customer and Customer is interested in
receiving Turnkey Services from PG&E.
E_ This Agreement sets forth the terms and conditions under which PG&E may provide Turnkey
Services to Customer.
F. Now, therefore, in consideration of the promises and covenants set out herein, Customer and
PG&E agree as follows:
I. Agreement
A. Relationship of the Parties
1. No agency or partnership: Nothing in this Agreement creates an agency, partnership, or
other form of joint enterprise between the Parties, and neither Party may create any
obligations or responsibilities on behalf of the other Party.
2. Subcontractors: PG&E may perform any or all Turnkey Services through subcontractors.
I Project Management:Customer and PG&E shall each designate an authorized employee
("Authorized Person") who shall be the primary point of contact for inquiries and requests
relating to this Agreement.
B. Turnkey Services
1 Preliminary Assessment ("PA"): PG&E may conduct, at no cost to Customer, a PA
consistingofa brief on-site investigation and high-level evaluation of Customer facility
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to identify possible ERMs. The purpose of the PA is to determine whether energy
related opportunities exist and whether a more detailed assessment and/or
implementation is desired by the Customer.
2. Investment Grade Assessment ("IGA"): The Customer may issue PG&E a work order to
do an IGA. An IGA is a detailed assessment that describes the technical and financial
feasibility of implementing one or more potential ERMs. If applicable, it provides the
estimated energy savings and/or generation for each identified ERM. It may also support
procurement of project financing.
The IGA work order will specify the terms for completing the IGA, including its price,
scope, and schedule. Unless otherwise agreed in the IGA work order, Customer will
provide PG&E,at no cost to PG&E, legible copies of all relevant facility plans and other
facility-related drawings and information in order that an accurate IGA can be prepared.
Customer will pay PG&E for the IGA according to the terms of the applicable IGA work
order. If Customer decides to implement one or more ERMs identified in the IGA,
Customer and PG&E may agree to include the cost of the IGA in the amount to be paid to
PG&E under the resulting implementation work order.
3. Implementation: If Customer is interested in pursuing an implementation project as to
any or all of the ERMs identified in an IGA, or otherwise specified by Customer in the
absence of an IGA (a "Project"), the Parties will negotiate an implementation work
order specifying, among other things,the ERMs to be installed as part of the Project,
price,schedule,and source of funding.
4. Cooperation and Access: Customer acknowledges that PG&E's performance of Turnkey
Services depends upon Customer's cooperation. Customer will use best efforts to
cooperate with PG&E in PG&E's performance of Turnkey Services. Customer will
provide access to the subject Customer facilities for PG&E and its subcontractors to
perform any function related to this Agreement during regular business hours,or during
other reasonable hours as requested by PG&E and acceptable to Customer. PG&E will
comply with all Customer access procedures. Customer and PG&E will coordinate
PG&E's activities with Customer's activities and any construction or equipment
installation will occur according to a schedule approved by Customer in advance.
To the extent PG&E's ability to perform depends upon Customer's performance (e.g.,
Customer review or approval of drawings or other submittals or Customer providing data,
drawings,documents, or other information)and Customer's performance is not completed
within the agreed time period, PG&E's period for performance will be extended accordingly
and any costs incurred by PG&E because Customer's performance was not timely
completed shall be reimbursed to PG&E.
Customer shall be responsible for ensuring thatthe Customer facilities that are the subject
of a work order under this Agreement are safe for PG&E personnel and subcontractors
performing Turnkey Services at those facilities,and shall promptly take such actions that
may be requested by PG&E to help ensure a safe working environment.
Customerwill use besteffortsto assist PG&E in obtaining all necessary permits and approvals
for the performance of the Turnkey Services.
5. Work Order Modifications for Changes in Turnkey Services: If any material addition,
deletion, or modification to an IGA work order or implementation work order is proposed
by either Party, the Parties will negotiate a modification to the work order which is
agreeable to both Parties. If the Parties are unable to reach agreement PG&E will
suspend its performance under the applicable work order until such time as the
disagreement has been resolved pursuant to Section J (Dispute Resolution) and the
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modified work order has been executed by both Parties.
6. PG&E's Utility Obligations: Customer acknowledges that as a public utility, PG&E is
obligated to maintain, repair, and service its own facilities, including those under the
operation and control of the California Independent System Operator, and that this
obligation takes precedence over any obligations undertaken in this Agreement. If PG&E
decides, in its sole discretion, to divert personnel or resources committed to the
performance of Turnkey Services under this Agreement to meet a utility obligation,
PG&E's actions will not constitute a default, and PG&E will have no liability to Customer
as a result. PG&E will have the option to resume the Turnkey Services as soon as
possible if it determines, in its sole discretion, that such resumption will not interfere with
its fulfilling its utility obligations.
C. Hazardous Materials and Other Unanticipated Conditions
1, Customer Responsibility: The Customer understands and agrees that PG&E has no
responsibility to investigate or inspect a Customer facility where Turnkey Services are
being provided for the presence of any hazardous, toxic or dangerous wastes,
substances, chemicals, constituents, contaminants, pollutants, and materials subject to
regulation under applicable law ("Hazardous Materials"), or to identify, remove, dispose
of, abate or remediate Hazardous Materials. Customer shall have sole responsibility for
the identification, removal, disposal, abatement or remediation of Hazardous Materials,
and for the clean-up and disposal of any materials,equipment or substances containing,
exposed to or contaminated by Hazardous Materials, all in accordance with applicable
laws.
2 Discovery of Hazardous Materials: If PG&E discovers Hazardous Materials during the
courseof providing Turnkey Services, PG&E will immediately cease work, remove all
PG&E personnel or subcontractors from the site, and notify Customer. Customer will be
responsible for handling and removal of such Hazardous Materials at its expense, and
Customer will bear the sole risk and responsibility. PG&E will not resume the Turnkey
Services until the Hazardous Materials have been removed and/or remediated to PG&E's
reasonable satisfaction. Any schedule delay or increase in theTurnkey Services orcosts as
a result of the presence of Hazardous Materials shall be grounds for a work order
modification asdescribed in Section C.3.
3 Unanticipated Conditions: If any unanticipated conditions exist or arise at the site where
the Turnkey Services are being provided (such as Hazardous Materials, environmental
conditions or pollution) that would involve the incurrence by PG&E of any expenses to
correct such conditions, PG&E may cease work and request that Customer mitigate such
circumstances orit may submit a request for a modification of the work order to cover any
corrective work and payment of related expenses. The Parties will negotiate a
modification to the work order which is agreeable to both Parties. If the Parties are unable
to reach agreement PG&E will suspend its performance under the applicable work order
until such time asthe disagreement has been resolved pursuant to the Dispute Resolution
process set forth in Section J. and the modified work order has been executed by both
Parties.
4. Safety Waiver: If during performance of the Turnkey Services a condition is discovered
at the work site that, in the sole judgment of PG&E (a) represents an extreme safety
hazard to its workers or other personnel, or (b) may cause operational failure of
equipment at the site or damage to other equipment being served by the site, PG&E will
immediately notify Customer of such condition and the Turnkey Services necessary to
remedy the condition. At PG&E's sole discretion, it may either(a) suspend the Turnkey
Services at that work site until such condition has been corrected to PG&E's satisfaction,
or(b)ask that Customer sign a written notification in the form of Exhibit A(Safety Waiver).
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If Customer fails or refuses to either remedy the condition or sign the Safety Waiver, as
designated by PG&E, PG&E shall be entitled to continue or commence suspension of
the Turnkey Services at that site and refer the matter to Dispute Resolution under Section
J. PG&E will not be liable for any costs incurred as a result of such suspension of Turnkey
Services.
D. Compensation
1 Payment terms: Customer will pay PG&E for the Turnkey Services performed according
to the payment terms contained in the relevant work order, All late payments shall be
subject to an interest charge, which is the greater of: (i)one and one-half percent(1.5%)
per month, or(ii)the maximum legal rate.
2. Expense: Customer agrees to reimburse PG&E for all expenses incurred in connection
with PG&E's performance of the Turnkey Services, consistent with the provisions of the
applicable work order.
3. Taxes: Customer shall be solely responsible for the payment of any sales, use, transfer
and othertaxes and duties which are imposed on PG&E because of the Turnkey Services
performed under this Agreement(other than taxes based on PG&E's net income).
E. Warranties
I Substantial Completion: "Substantial Completion" means an ERM is generally capable
of being used for or achieving the purpose intended by the implementation work order
relating to that ERM. Substantial Completion does not occur until the ERM is
commissioned and accepted by the Customer and the Customer executes the
Substantial Completion form attached to the work order.
2. Services Warranty: PG&E warrants it will perform the Turnkey Services specified in a
work order under this Agreement in a commercially reasonable manner consistent with
applicable industry standards. The warranty period for Turnkey Services relating to an
ERM is one year from the date of Substantial Completion of that ERM. If Customer
notifies PG&E within that one year warranty period of any non-conformity or defect in
such Turnkey Services, then PG&E will either re-perform, or refund the compensation
received for such defective Turnkey Services, in full satisfaction of its liability for any
breach of its Services Warranty. This Services Warranty extends to Customer only and
cannot be assigned by Customer.
3 Third Party Warranties: PG&E will use commercially reasonable efforts to obtain from the
manufacturers of equipment used in the Turnkey Services or ERMs installed as part of a
Project standard guarantees and warranties, and will assign any such third party
warranties directly to Customer.Any warranty for such equipment is limited to such third-
party warranties, and PG&E will not be liable for any breach of a third-party warranty. If
Customer notifies PG&E of a defect in equipment installed as part of a Project within the
term of the applicable third-party warranty, PG&E will consult with Customer regarding
the appropriate remedy under the third-party warranty.
4. No Guarantee of Savings: PG&E does not warrantor guarantee any level of energy,water
savings, cost reductions, or equipment orERM performance.
5. Disclaimer: Except asexpressly provided in this Section E.,Customer expressly agrees that
PG&E makes no other warranties and assumes no other liabilities, except for any
indemnification obligations identified in the Indemnity section of the Work Order, whether
in contract or in tort, in connection with the assessment, audit, design, engineering,
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equipment procurement, construction, implementation, operations, maintenance,
services,equipment or ERMs hereunder whether express or implied, in law, in equity or in
communications between PG&E and Customer. PG&E specifically disclaims any implied
warranties of merchantability or fitness for a particular purpose. Customer shall have no
remedies against PG&E for any defective services,installed equipment,or operation of an
ERM except in accordance with the warranty set forth in this Section E or as the Parties
may expressly agree in any work order or amendment to thisAgreement.
F. Insurance
1. INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, PG&E shall pay for and maintain in full force and
effect all insurance as required herein with an insurance company(ies)either(i)admitted by the California
Insurance Commissioner to do business in the State of California and rated no less than"A-VII"in the Best's
Insurance Rating Guide, or (ii) as may be authorized in writing by Customer's Risk Manager or his/her
designee at any time and in his/her sole discretion. The required policies of insurance as stated herein
shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits
available to Customer, its officers, officials, employees, agents and volunteers as additional insureds, shall
be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the
named insured.
(b) If at any time during the life of the Agreement or any extension, PG&E fails to maintain any
required insurance in full force and effect, all services and work under this Agreement shall be discontinued
immediately, and all payments due or that become due to PG&E shall be withheld until notice is received
by Customer that the required insurance has been restored to full force and effect and that the premiums
therefore have been paid for a period satisfactory to Customer. Any failure to maintain the required
insurance shall be sufficient cause for Customer to terminate this Agreement. No action taken by Customer
pursuant to this section shall in any way relieve PG&E of its responsibilities under this Agreement. The
phrase "fail to maintain any required insurance" shall include, without limitation, notification received by
Customer that an insurer has commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by PG&E shall not be deemed to release or diminish
the liability of PG&E, including,without limitation, liability under the indemnity provisions of this Agreement.
The duty to indemnify Customer shall apply to all claims and liability regardless of whether any insurance
policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be
provided by PG&E. Approval or purchase of any insurance contracts or policies shall in no way relieve
from liability nor limit the liability of PG&E, vendors, suppliers, invitees, contractors, sub-contractors,
consultants or anyone employed directly or indirectly by any of them.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office(ISO) Commercial General Liability
Coverage Form CG 00 01, providing liability coverage arising out of your business
operations.The Commercial General Liability policy shall be written on an occurrence form
and shall provide coverage for "bodily injury," "property damage" and "personal and
advertising injury" with coverage for premises and operations(including the use of owned
and non-owned equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with limits of
liability not less than those set forth under"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing
liability coverage arising out of the ownership, maintenance or use of automobiles in the
course of your business operations. The Automobile Policy shall be written on an
occurrence form and shall provide coverage for all owned, hired, and non-owned
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automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile
coverage is used, the Customer, its officers, officials, employees, agents and volunteers
are to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
2. MINIMUM LIMITS OF INSURANCE
PG&E shall procure and maintain for the duration of the contract insurance with limits of liability not less than
those set forth below. However, insurance limits available to Customer, its officers, officials, employees,
agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or
the full limit of any insurance proceeds available to the named insured:
a) COMMERCIAL GENERAL LIABILITY
(i) $5,000,000 per occurrence for bodily injury and property damage;
(ii) $5,000,000 per occurrence for personal and advertising injury;
(iii) $5,000,000 aggregate for products and completed operations; and,
(iv) $5,000,000 general aggregate applying separately to the work performed under
the Agreement.
b) COMMERCIAL AUTOMOBILE LIABILITY
$2,000,000 per accident for bodily injury and property damage.
C) Workers' Compensation Insurance as required by the State of California with statutory limits
and EMPLOYER'S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
3. UMBRELLA OR EXCESS INSURANCE
In the event PG&E purchases an Umbrella or Excess insurance policy(ies)to meet the"Minimum Limits of
Insurance," this insurance policy(ies) shall 'follow form" and afford no less coverage than the primary
insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a
primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents and
volunteers.
4. DEDUCTIBLES AND SELF-INSURED RETENTIONS
PG&E shall be responsible for payment of any deductibles contained in any insurance policy(ies) required
herein and PG&E shall also be responsible foi payment of any self-insured retentions. Any self-insured
retentions must be declared on the Certificate of Insurance,and approved by,the Customer's Risk Manager
or his/her designee. At the option of the Customer's Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such self-insured retentions as respects Customer,
its officers, officials, employees, agents and volunteers; or
(ii) At no time shall Customer be responsible for the payment of any deductibles or self-insured
retentions.
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5. OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, hon-renewed, reduced in coverage or in limits except after thirty
(30) calendar days written notice has been given to Customer, except ten (10) days for
nonpayment of premium. PG&E is also responsible for providing written notice to the
Customer under the same terms and conditions. Upon issuance by the insurer, broker, or
agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, PG&E
shall furnish Customer with a new certificate and applicable endorsements for such
policy(ies). In the event any policy is due to expire during the work to be performed for
Customer, PG&E shall provide a new certificate,and applicable endorsements,evidencing
renewal of such policy not less than fifteen (15)calendar days prior to the expiration date
of the expiring policy.
(ii) The Commercial General and Automobile Liability insurance policies shall be written on an
occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to
name Customer, its officers, officials, agents, employees and volunteers as an additional
insured. PG&E shall establish additional insured status for the Customer and for all
ongoing and completed operations under the Commercial General Liability policy by use
of ISO Forms or an executed manuscript insurance company endorsement providing
additional insured status. The Commercial General endorsements must be as broad as
that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10& CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed
to contain, that the PG&ES' insurance shall be primary to and require no contribution from
the Customer. The Commercial General policy is required to include primary and non-
contributory coverage in favor of the Customer for both the ongoing and completed
operations coverage. These coverages shall contain no special limitations on the scope of
protection afforded to Customer, its officers, officials, employees, agents and volunteers.
If PG&E maintains higher limits of liability than the minimums shown above, Customer
requires and shall be entitled to coverage for the higher limits of liability maintained by
PG&E.
(v) Should any of these policies provide that the defense costs are paid within the Limits of
Liability, thereby reducing the available limits by defense costs, then the requirement for
the Limits of Liability of these polices will be twice the above stated limits.
(vi) For any claims related to this Agreement, PG&E'S insurance coverage shall be primary
insurance with respect to the Customer, its officers, officials, agents, employees and
volunteers. Any insurance or self-insurance maintained by the Customer, its officers,
officials, agents, employees and volunteers shall be excess of the PG&E'S insurance and
shall not contribute with it.
(vii) The Workers' Compensation insurance policy shall contain, or be endorsed to contain, a
waiver of subrogation as to Customer, its officers, officials, agents, employees and
volunteers.
(viii) The Commercial General and Automobile Liability insurance policies shall contain, or be
endorsed to contain, a waiver of subrogation as to Customer, its officers, officials, agents,
employees and volunteers.
6. PROVIDING OF DOCUMENTS - PG&E shall furnish Customer with all certificate(s) and
applicable endorsements effecting coverage required herein. All certificates and applicable
endorsements are to be received and approved by the Customer's Risk Manager or his/her
designee prior to Customer's execution of the Agreement and before work commences. All non-
ISO endorsements amending policy coverage shall be executed by a licensed and authorized
agent or broker. Upon request of Customer, PG&E shall immediately furnish Customer with a
complete copy of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the underwriter to be a true and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
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7. CLAIMS-MADE POLICIES-If any coverage required is written on a claims-made coverage form:
(i) The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by PG&E.
If coverage is canceled or non-renewed, and not replaced with another claims-made policy
form with a retroactive date prior to the effective date of the Agreement, or work
commencement date, PG&E must purchase "extended reporting" period coverage for a
minimum of five (5) years after completion of the work or termination of the Agreement,
whichever first occurs.
(iii) A copy of the claims reporting requirements must be submitted to Customer for review.
(iv) These requirements shall survive expiration or termination of the Agreement.
8. Self Insurance—Customer acknowledges and agrees that PG&E has the right to self-insure with
respect to the insurance coverage requirements set forth in this Section F,and such self-insurance
will satisfy all contractual obligations relating to required insurance coverage under this
Agreement. Compliance with such insurance requirements will be evidenced by a letter of self-
insurance executed by the Director of PG&E's Insurance Department, which letter shall be
deemed to satisfy all insurance related documentation required by this Agreement.
G. Limitation of Liability
Neither party will be liable to the other Party for any special, incidental, indirect, punitive, or
consequential damages, arising out of,or in connection with,this Agreement except for third party
claims as identified in the Indemnity section of the Work Order. Further, PG&E's liability to
i Customer under this Agreement will not exceed twice the total amount paid by Customer to PG&E
under the work order giving rise to the claim.
H. Term and Termination
1. Term: The term of this Agreement is five (5) years beginning on the Effective Date. The
parties may renew this Agreement for two (2) additional three (3) year extensions by
mutual written agreement.
2. Termination for Cause: If either Party materially defaults in the performance of its
obligations under this Agreement or under a specific work order, this Agreement or that
work order may be terminated by the non-defaulting party for cause upon thirty(30)days
written notice. In addition to all remedies available to it at law or in equity, the non-
defaulting party will be entitled to recover all costs and expenses reasonably incurred to
exercise its remedies, including attorneys'fees.
3. Termination for Change in Law: Either Party may terminate this Agreement, or a specific
work order, upon forty-five(45) days written notice without liability or penalty if a change
in law or regulations would prohibit PG&E from providing Turnkey Services under this
Agreement or that specific work order, in which event Customer would pay PG&E for the
Turnkey Services provided to Customer as of the effective date of such termination and
reimburse PG&E for reasonable demobilization costs incurred as a result of such
termination.
4. Termination for Convenience: This Agreement ora specific work order maybe terminated
by either Party upon thirty (30) days written notice without liability or penalty whenever
that Party determines that such termination is in its best interest. Upon such termination,
Customer shall pay PG&E for those Turnkey Services provided to Customer as of the
effective date of such termination and reimburse PG&E for reasonable demobilization costs
incurred as resultof such termination.
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5. Survival: The following sections of this Agreement shall survive expiration, cancellation
or other termination of this Agreement: D., E., G., H., I., J., and L. Any other provisions
of this Agreement that would generally be construed as intended to survive the expiration,
cancellation or other termination of this Agreement shall also survive such expiration,
cancellation ortermination.
I. Force Majeure
If a Party is unable to perform its obligations under this Agreement due to any cause, event or other
occurrence materially impacting the Turnkey Services that is not caused by that party or within its
control to avoid or remedy("Force Majeure Event"), this Agreement will at the other party's option:
(i) remain in effect but the performing party's obligations will be suspended until the Force Majeure
Event has ended;or,(ii)beterminated upon ten(10)days'notice to the non-performing party,in which
event neither party will have any further liability to the other, other than Customer's obligation to pay
PG&E forTurnkey Services rendered prior to the Force Majeure Event.
J. Dispute Resolution
If any dispute, excluding payment defaults or delinquencies, arises under this Agreement that is
not settled promptly in the ordinary course of business, the Parties will first attempt to resolve such
dispute by negotiating promptly in face-to-face negotiations between the respective designated
senior managers of each Party. If the Parties are unable to resolve the dispute through these
negotiations within thirty(30)business days following the start of such negotiations,then the Parties
shall escalate the dispute to the business line vice president of PG&E and the appropriate senior
manager within Customer's organization. If those individuals or their designees are unable to
resolve the dispute within thirty {30) business days, then either Party may pursue available legal
and equitable remedies.
K. Notice
Any notice required or permitted under this Agreement will be deemed sufficient if given in writing
and delivered personally or sent by registered or certified mail, return receipt requested, postage
prepaid, or delivered to a nationally recognized express mail service, charges prepaid, receipt
obtained, to the address shown below or to such other persons or addresses as are specified by
similar notice.
L. Applicable Law and Venue
This Agreement is governed, construed, and enforced in accordance with the laws of the State of
California, without regard to its conflict of laws rules. Any controversy or claim arising out of or
relating to this Agreement shall be litigated in a California Superior Court of competent jurisdiction; or
if jurisdiction over the action cannot be obtained in a California Superior Court, in a Federal District
Court of competent jurisdiction situated in the State of California, and Customer hereby consents
to the personal jurisdiction of such courts.
M. General Terms
This Agreement contains the entire agreement between the Parties regarding the Turnkey
Services and supersedes any other prior oral or written agreements. If a conflict or inconsistency
arises between the terms of this Agreement and any work order issued under it, the work order
will control. Any different or additional provisions in purchase orders, invoices or similar
documents issued by the Customer are deemed refused by PG&E and unenforceable. Any
modifications to this Agreement must be in writing and signed by the Parties. A waiver by either Party
of any breach does not constitute a waiver of different or subsequent breaches. If any part of this
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Agreement is invalid, illegal, or unenforceable for any reason, that portion shall be replaced with
a valid provision appropriate to the Parties'original intent and the remainder will be enforced.
Intending to be legally bound,the Parties execute this Agreement bytheir duly authorized representatives.
Pacific Gas and Electric Company City of Fresno
245 Market Street, NIC NIDD
San Francisco, CA 9 05
By,- W By:
Name: -�rQzYII?Id -J Name:_ S� Momier
Title: ❑C 1 c-c?[e 5'AemTitle: pub AZ. �1/p►'I!lS Iiy-e�fw"
Date: I I ` _ Date: j /18 _
ATTEST:
YVONNE SPENCE,CMC
CITY CLERK 11
By m - - )t0a5EY' RM
beputy QY;
CITY A ❑ Fy
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EXHIBIT A
SAFETY WAIVER
PG&E has informed the Customer's on-site representative of the following condition(s)which,
in the opinion of PG&E's on-site representative, should be remedied before the Turnkey Services
may be resumed at the work site. Customer recognizes that if the below-listed condition at the work
site is not remedied as recommended by PG&E, an accident may occur, causing damage to the
work site, equipment and/or injury to persons, including but not limited to, the employees of
Customer, PG&E and subcontractors.
By signing this waiver, Customer acknowledges and accepts all liability associated with this
condition.
Description of condition:
Equipment ID#: _..... _ _(If applicable)
Executed this day of ,2018
Facility name:
[CUSTOMER]
Sign:
Name(print).
Title:
Date:
PACIFIC GAS AND ELECTRIC COMPANY
Sign;
Name(print): .
Title:
Date:
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