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WORK ORDER
STREETLIGHT REPLACEMENT
This WORK ORDER("Work Order"), effective as of O t4- U 5�- �( _, 2019("Work Order
Effective Date")is made and entered into by and between ity aF Fresno with offices at 2600 Fresno
Street, Fresno, CA 93721 ("Customer") and Pacific Gas and Electric Company("PG&E"). This Work
Order is subject to the terms and conditions of the Master Service Agreement between Customer and
PG&E entered into on or about November 15, 201-8("MSA").
In accordance with the provision of the MSA, the Customer wishes to engage PG&E and its Subcontractor
to provide PG&E's street light replacement services, subject to the terms of the MSA and hereby notifies
PG&E to commence work on the following Project:
PROJECT NAME: City of Fresno-LED Turnkey Streetlight Replacement
CONTRACT No. SST-FRESNO-0001
AMOUNT OF WORK ORDER: Estimated at$10,500,000 based on current billing file and inventory
ESTIMATED START DATE: November 15, 2018
1. SCOPE OF WORK
1.1 The streetlight replacement services ("Services") to be performed by PG&E and its
Subcontractors are described in the Scope of Work (Exhibit A), which is attached hereto and
incorporated by reference herein.
1.2 PG&E EXPRESSLY RESERVES ALL ITS RIGHTS, INCLUDING BUT NOT LIMITED TO THE
FOLLOWING: THE RIGHT TO UTILIZE OTHERS TO PERFORM THE SERVICES OF THE
TYPE CONTEMPLATED BY THIS WORK ORDER; THE RIGHT TO REQUEST WORK
ORDERS FROM OTHERS FOR THE SERVICES OF THE TYPE CONTEMPLATED BY THIS
WORK ORDER AND THE UNRESTRICTED RIGHT BY PG&E TO BID OR PERFORM ANY
SUCH SERVICES OR WORK.
2. ORDER OF PRECEDENCE
In the event of a conflict between the provisions of the Work Order, the Scope of Work, and the MSA, the
following order of precedence shall apply(in descending order): (a)this Work Order, (b)the Scope of Work,
and (c)the MSA.
3. DELIVERABLES
For purposes of this Work Order, the deliverables will consist of the following items (collectively, the
"Deliverable"):
• Summary report listing street light fixtures that were replaced, energy savings and project cost
• Revised GIS-based inventory of the affected streetlights
• Copies of third party warranties for the new streetlights and photo controls
• Certified payrolls for subcontractors performing the streetlight fixture replacements
4. PERFORMANCE OF SERVICES
PG&E shall have no obligations to perform any Services under this Work Order unless and until both Parties
have signed this Work Order. The issuance of this Work Order does not commit PG&E to perform any
future work for Customer.
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5. AUTHORIZATION
Upon receipt of the Work Order, Customer shall review the Work Order and verify that the terms of the
Work Order are acceptable to Custo�her. Customer's execution of this Work Order shall indicate its
acceptance of the terms and conditions set forth herein.
6. ACCEPTANCE
6.1 During the period of time that PG&E is providing the Services, if Customer discovers that a
streetlight has not been installed in compliance with the terms of the Specifications in the Scope
of Work(Exhibit A)(hereinafter"Specifications'),then Customer shall promptly notify PG&E of
said deficiency/ies. PG&E shall correct the deficiency/ies within a period of time mutually
agreed upon by the Parties. Upon PG&E's correction of the deficiency/ies, Customer shall
have ten (10) calendar days from the date of PG&E's notice to confirm that the streetlight has
been installed per the specification. This process will continue until Customer confirms that the
deficiencylies has/have been resolved.
6.2 PG&E will provide notice to Customer when the Services are complete. Customer shall have
fifteen (15)days from the notice date to inspect the streetlights that have been replaced and to
confirm that PG&E has completed the Services in accordance with the terms of the
Specifications. If Customer determines that PG&E did not complete the Services in accordance
with the terms of the Specifications, then Customer shall deliver a list of any deficiencies to
PG&E, to be explained in reasonable detail, within the same fifteen (15) day inspection time.
PG&E shall correct the deficiencies within a period of time mutually agreed upon by the Parties.
Upon PG&E's correction of the deficiency/ies, Customer shall have ten(10)calendar days from
the date of PG&E's notice to confirm that the streetlight has been installed per the
Specifications. This process will continue until Customer confirms that the deficiencylies
has/have been resolved. If Customer does not provide PG&E with Customer's written notice
of its acceptance or rejection of the Project within thirty (30) days from the date of PG&E's
completion notice, Customer will be deemed to have accepted the Project.
7. PAYMENT SCHEDULE
7.1 Total estimated cost of the Project is set forth above. Notwithstanding anything to the contrary
in the MSA, Customer hereby agrees to pay PG&E for the Services as follows:
(a) Invoices will be sent to Customer by PG&E on a periodic basis as Work is performed.
(b) In the event any portion of the cost of the Project is financed by Customer, PG&E agrees
to coordinate with Customer in respect of the timing and payment instructions for any
PG&E invoice that will be paid with the proceeds of such financing.
7.2 The PG&E invoice will reference this Work Order and be submitted to Customer's billing
address. All payments shall be made within thirty (30) days from the invoice date. Each
payment made directly by Customer must reference this Work Order and invoice number and
be mailed to:
PACIFIC GAS AND ELECTRIC COMPANY
Attn: Sales and Service Manager, Business Development
P.O. Box 770000, Mail code: NIDD
San Francisco, CA 94177
7.3 This Section 7 shall survive the expiration or termination of the Work Order
Section p
8. NOTIFICATIONS AND INTERFACE
Both Parties shall contact and/or deliver written notices (email is allowed) to the business contacts below
in the normal course of business, and in the event of any problems which may significantly affect the
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performance of the Services under this Work Order
BUSINESS CONTACTS
CITY OF FRESNO PACIFIC GAS AND ELECTRIC COMPANY
Name: Robert Andersen Name: Brent Patera
Title: Assistant Director of Public Works Title: Sr. Business Development Mgr
Address: 2101 G Street, Bldg. C Address: 245 Market St., MC NIOD
Fresno, CA 93706 San Francisco, CA 94105
Telephone: (559)621-8663 Telephone: (415)973-5335
Email: robe rt.an dersen @fres no gov Email: Brent.Patera@pge.com
CUSTOMER BILLING CONTACT:
Name: Robert Anderson
Title: Assistance Director of Public Works
Email: robert.andersen@fresno.gov
Telephone: (559)621-8663
9. INDEMNIFICATION
9.1 To the furthest extent allowed by law including California Civil Code section 2782 and subject
to Customer's compliance with Section 9.3 below, PG&E shall indemnify, hold harmless and
defend Customer and each of its officers, officials, employees, agents and volunteers ("City
Indemnitees") from all claims, demands and actions in law or equity (including attorney's fees
and litigation expenses)and any and all losses, liabilities,fines, penalties,forfeitures, costs and
damages (whether in contract, tort or strict liability, including but not limited to personal injury,
death at any time and property damage) brought or asserted by any third party against the City
Indemnitees, arising or alleged to have arisen out of PG&E's performance of its obligations
under this Agreement. PG&E'S obligations under the preceding sentence shall not apply to
any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole
negligence, or the willful misconduct, of CITY or any of its officers,officials, employees, agents
or volunteers. THE FOREGOING IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND
PG&E'S ENTIRE LIABILITY FOR ANY AND ALL THIRD PARTY CLAIMS.
Notwithstanding the foregoing, the Parties acknowledge that as part of the Work PG&E is
installing light fixtures selected and specified by Customer, and accordingly PG&E's liability
and/or indemnification obligations hereunder shall not cover or include claims, losses or
damages related to or arising out of the selection or type of light fixtures used in the Project.
This section shall survive termination or expiration of this Agreement.
9.2 Notice and Defense Conditions. Customer shall promptly notify PG&E, in writing, of any
claim, demand, proceeding or suit of which Customer becomes aware which may give rise
to a right of defense under Section 9.1 ("Claim"). Notice of any legal filing in connection
with a Claim must be provided to PG&E within thirty (30) days of Customer's first learning
of such filing. Notice must be in writing and include an offer to tender the defense of the
Claim to PG&E. Upon PG&E's acceptance of tender, Customer will cooperate with PG&E
with respect to such defense and settlement. If Customer fails to cooperate in defense or
settlement of the Claim by unreasonably withholding approval of an action requested by
PG&E, PG&E may terminate defense of a Claim after thirty (30) day written notice to the
City providing an opportunity to cure any alleged failure to cooperate in the defense of a
Claim. If a Claim is settled and to the extent permitted by law, neither party will publicize
the settlement and will make every effort to ensure the settlement agreement contains a
non-disclosure provision.
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10 OWNERSHIP OF DELIVERABLES
10.1 Ownership and title to any Deliverable produced by or on behalf of PG&E pursuant to this Work
Order will be transferred to the Customer upon Customer's payment for the particular
Deliverable and no further agreement will be necessary to transfer ownership to the Customer.
PG&E shall furnish the Customer all necessary copies of data used to prepare the Deliverable
which are needed by Customer to complete its review and approval process.
10.2 PG&E shall not be liable for any claims, liabilities, or losses arising out of, resulting from or in
any way connected with Customer's use by the Customer of the Deliverables, project
documentation on other projects, except such use as may be authorized in writing by PG&E.
11. THIRD PARTY LIMITED WARRANTIES
11.1 PG&E will, within thirty (30) days from its receipt of the final payment for the Services, assign
to Customer the warranties for the lighting controls and lighting fixtures (collectively, the
"Equipment") purchased by or on behalf of PG&E and installed as part of the Services under
this Work Order. A copy of these third party warranties is set forth in Exhibit B.
11.2 Solely as an accommodation to Customer, but not as a contractual commitment, Customer
may, during the first twelve (12) months following the installation of the Equipment, contact
PG&E and request that PG&E replace Defective Lighting Fixtures. After this twelve-month
period, but within the warranty period offered by the manufacturer of the Equipment, Customer
shall contact the manufacturer of the Equipment to make a warranty claim for defective
Equipment. In addition, Customer shall be solely responsible for the removal of the Equipment
as well as arranging and paying for shipping of the defective Equipment to and from the
manufacturer's designated facility(and for all insurance and risk of loss to the Equipment while
in transit), and installation of the Equipment upon return, unless otherwise instructed in the
manufacturer's designated warranty_ This warranty extends to Customer only and cannot be
assigned by Customer.
11.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, PG&E MAKES NO
WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE. IN ADDITION, PG&E HEREBY SPECIFICALLY DISCLAIMS ALL EXPRESS
AND IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING BUT NOT
LIMITED TO ANY AND ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT,
TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW.
12. COMMUNITY OUTREACH
No provision of PG&E cost, time or resources for communication and/or outreach are provided for in this
Work Order. All community outreach and communication to/with the community regarding this project is
the responsibility of the Customer. PG&E will provide guidance based on our previous experience and
assistance as appropriate, but will not be involved directly in the outreach or communication efforts unless
specifically agreed to in writing by Customer and PG&E.
13. AUTHORITY
Each Party represents and warrants that the individual signing below, as well as any Change Orders and
approvals hereunder, has and shall have all requisite power and legal authority to bind the Party on whose
behalf he/she is signing to that Party's obligations hereunder.
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IN WITNESS THEREOF, the parties agree to be bound by this Work Order as of the date first set forth
above.
CITY OF FRESNO PACIFIC GA I A 'LECTRIC tCANY
Signature: Signature:
Print Name: 7C.a l�Uz,'e�' Print Name: Laurie Giammona
Title: L"6hc WVrk �)iYecke— Title: Senior Vice President,
Date: f c'? Date:
ATTEST:
YVONNE SPENCE,CMC APPPVEP AS rimORM
CITY CLE crF. R Y'S
By.- CBY; ATTORNEY
Deputy
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EXHIBIT A
SCOPE OF WORK
1. Services. The Scope of the Services to be performed by PG&E and its Subcontractors is set forth
below:
(a) Scope_of Work: LED Turnkey Replacement of city-owned cobrahead streetlights
(b) Estimated completion date: October 1, 2019
(c) Date Services are estimated to begin: November 15, 2018
(d) Customer sites where wa_r_k is to be performer!: Existing locations, citywide
(e) 1:ype and number of street light fixtures to be-replaced: Approximately 35,412 cobraheads
(f) Specifications for installation'- Cree RSW Series LED Luminaire
PG&E will replace the existing lighting fixtures and connect the existing wiring to the new LED fixture on a
120-277 volt service. This replacement will include the installation of a new photo cell or shorting cap and
testing said lighting fixtures so as to ensure it/they is/are operational. Please be advised that the
replacement of fuses and/or troubleshooting"no power"situations are outside of the scope of the Services
performed by PG&E and shall not be part of this Work Order.' However, PG&E will promptly inform
Customer if a fuse needs to be replaced or if there is a"no power"situation.
Customer acknowledges and agrees that PG&E will not be responsible for installing any lighting fixtures on
voltage outside the 120-277 service unless Customer specifically identifies, in writing, those locations by
badge number and address, before the Equipment is ordered. It is the Customer's responsibility to tell
PG&E if they have service needs outside of these voltage parameters so the proper Equipment can be
ordered,otherwise, it shall be the Customer's responsibility to pay for any lighting fixtures that were ordered
or damaged during installation.
Accommodation for shielding of installed fixtures is outside the scope of this Work Order. Customer
acknowledges that any shielding that may be required following installation provided for in this Work Order
is the responsibility of the Customer unless otherwise specifically agreed to in writing by Customer and
PG&E.
2_ Additional Work
2.1 If in the process of performing the Service, a condition is discovered that prevents PG&E from
performing the Service as specified such as but not limited to(a)access to the street light such
as overgrown trees or blocked roadway, (b) broken street light bracket, or(c)wiring defect that
prevents delivery of energy to the street light fixture, PG&E will notify Customer in writing of
such condition and the work necessary to remedy the condition. If the work required is
estimated by PG&E at less than Five Thousand Dollars ($5,000) and Customer approves,
PG&E may perform such work and invoice Customer periodically for actual time and materials
to perform such work.
2.2 If the Customer remedies such condition while PG&E is still actively installing fixtures, PG&E
will perform the service at no additional cost.
' Note: The locations of the replaced streetlights may change if street lights are added to or deleted from
the Project during installation A final sprendshept will he given to Customer upon completion of the
Services.
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2.3 If, for any reason, Customer chooses not to correct such condition, PG&E shall be relieved of
any and all responsibility for performing the Service for that street light or group of street lights.
In this event, PG&E will provide the Customer the material purchased for those locations.
2.4 If in the process of performing the Service, active bird nests, and/or bee hives, or wasps are
discovered, PG&E will notify Customer of such condition and discontinue work on affected
equipment.
3. Material_Recelot. Off Load and Scc�treStaracre
PG&E will be responsible for receiving, off loading, storing and managing all material associated with the
Services. PG&E will hire additional manpower as required for this work from Local 100.
4. Disposal of old streetlights and related materials
PG&E shall dispose of all removed material (e.g.,fixtures, lamps, photo cells, shorting caps and/or fuses)
in accordance with PG&E's material management protocol. If required by the Customer, PG&E will
provide chain of custody documentation for the material.
5. Custorners Responsibilities
To the extent that performance of the Service by PG&E depends upon approvals or other decisions by
Customer, or on Customer furnishing particular documents or information, including but not limited to work
permits, and that Customer does not timely perform or provide the same, the minimum time estimate for
PG&E's completion of the Service shall be extended to take into account Customer's delay with respect
thereto. Customer shall reimburse PG&E for the costs of any required work permits. If Customer or a
competent governmental authority requires any other compliance efforts, including but not limited to
flagging, traffic control, or neighborhood notifications, as a condition for work to proceed, then Customer
shall reimburse PG&E for the costs related to these efforts.
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EXHIBIT B
THIRD PARTY WARRANTIES
1. Street light manufacturer's contact information:
(a) Cree LED Lighting Fixtures
1200 92nd Street
Sturtevant,WI 53177-1854
Phone: (800)236-6800
The warranty period for the Cree LED Lighting Fixtures is 10 years. A copy of that warranty
is set forth in Schedule 1 to this Exhibit B.
2. Photo control warrantor's contact information:
(b) Sunrise Technologies, Inc. Photocontrols
54 Commercial St.
Raynham, MA 02767
Phone: 508-821-1597
Fax: 805-822-0593
The warranty period for the Sun-Tech/FP Outdoor Lighting Controls is 12 years. A copy of
that warranty is set forth in Schedule 2 to this Exhibit B.
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SCHEDULE 1 TO EXHIBIT B
LIMITED WARRANTY FOR CREE®LED LIGHTING FIXTURES
(INCLUDING BETALEDO TECHNOLOGY; TRUEWHITE®TECHNOLOGY; AND
ESSENTIA®FIXTURES)
This limited warranty is provided by the Cree company described below ("Seller") to you as the original
purchaser of the LED lighting product that is identified on Seller's invoice reflecting its original purchase
(the "Product"). The Seller is the Cree Company identified as such on the invoice. This limited warranty
may be transferred to subsequent purchasers of the Product, provided that such Product is resold in new
condition and in its original packaging. Seller warrants that the Product, when delivered in new condition
and in its original packaging, will be free of defects in material and workmanship for a period of TEN (10)
YEARS from the date of original purchase. The determination of whether the Product is defective shall be
made by Seller in its sole discretion with consideration given to the overall performance of the Product. A
Product shall not be considered defective solely as a result of the failure of individual LED components to
emit light if the number of inoperable components is less than 10% of the total number of LED components
in the Product.
If Seller determines the Product is defective, Seller will elect, in its sole discretion, to refund you the
purchase price of the Product, repair the Product or replace the Product. This limited warranty will not apply
to loss or damage to the Product caused by: negligence; abuse; misuse; mishandling; improper installation,
storage or maintenance; damage due to fire or acts of God; vandalism; civil disturbances; power surges;
improper power supply; electrical current fluctuations; corrosive environment installations; induced
vibration; harmonic oscillation or resonance associated with movement of air currents around the Product;
alteration; accident; failure to follow installation, operating, maintenance or environmental instructions
prescribed by Seller or applicable electrical codes; or improper service of the Product performed by
someone other than Seller or its authorized service provider. This limited warranty excludes field labor and
service charges related to the repair or replacement of the Product. THIS LIMITED WARRANTY IS VOID
IF THE PRODUCT IS NOT USED FOR THE PURPOSE FOR WHICH IT IS DESIGNED.
Seller reserves the right to utilize new, reconditioned, refurbished, repaired or remanufactured products or
parts in the warranty repair or replacement process. Such products and parts will be comparable in function
and performance to an original product or part,as determined by Seller in its sole discretion, and warranted
for the remainder of the original warranty period.
In order to make a warranty claim, you must notify Seller in writing within sixty(60)days after your discovery
of the defect, provide proof of purchase such as the invoice and comply with Seller's other warranty
requirements. Upon receiving that notice, Seller may require you to promptly return the Product to Seller,
or its authorized service provider, freight prepaid. Your warranty claim should be addressed to Cree c/o
Ruud Lighting, Inc., 9201 Washington Avenue, Racine,WI 53406.
This limited warranty only applies to specified LED fixtures. Any warranties applicable to finish, poles,
lamps, CR Series downlights, LR24TM troffers, certain BetaLED®Technology outdoor fixtures(specifically
Class 11 as defined per IEC/EN60598), backup batteries, controls, occupancy sensors, photocells and other
fixture accessories can be found at www.cree.com/lighting/products/warranty.
THE FOREGOING WARRANTY PROVISIONS ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN
LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION ANY WARRANTY AGAINST INFRINGEMENTAND ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, COMPENSATORY, CONSEQUENTIAL,
INDIRECT, SPECIAL OR OTHER DAMAGES. SELLER'S AGGREGATE LIABILITY WITH RESPECT TO
A DEFECTIVE PRODUCT SHALL IN ANY EVENT BE LIMITED TO THE MONIES PAID TO SELLER FOR
THAT DEFECTIVE PRODUCT.
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This warranty is effective for purchases of Product on or after the effective date set forth below. Seller
reserves the right to modify this warranty from time to time. Any modification of this warranty shall be
effective for all orders placed with Seller on or after the effective date of such revised warranty.
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SCHEDULE 2 TO EXHIBIT B
WARRANTY FOR SUN-TECH LIGHTING CONTROLS
FA-adoor hting Go drds _ 1� ''Sun - 1 e c h
Quality Electrical Products Sunrise Technologies,Inc.
Warranty Long Life Photoconn,ol
Standard warranty of Sun-Tech?FP Outdoor Lighting Controls electronic photocontrol products is
12 Vem ,The warranty is 1 for 1 replacement for taints with factory defects. Units ordered improperly
will be accepted,possibly inti a negotiated restocking charge_ This warranty covers factory defects
and does not apply to units abused,vandalized,installed on the incorrect voltage,damaged by faulty
Iminaries,or direct hits by lightning. Sun-Tech assumes no further liability in the use of the
products. This warranty is in lieu of any other warranties expressed or anphed.
It can be expected that Stun-Tech/FP Chrtdoor Lightbig Controls and its management will stand
behind the performance of its product and treat its users as partners in its success.
Sa Commerebi St.*Rayultam.SIA 02767 LSA
PL:(-'08)821-1597*Far(508)822-0593*emall:in[o knel-[e<l4uit-Itch.big*ArmV11Pote.c43�i
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