Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Staff Report 212-08
City of Palo Alto City Manager’s Report 9 TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: UTILITIES DATE: SUBJECT: APRIL 28, 2008 CMR: 212:08 APPROVAL OF TWO CONT1L~CTS WITH 3DEGREES GROUP, INC. FOR (1) ELECTRIC GREEN ENERGY PROGRAM SERVICES IN AN AMOUNT NOT TO EXCEED $1,200,000 FOR A TEILM OF UP TO FIVE YEARS, AND (2) FOR NATURAL GAS GREEN ENERGY PROG1L~M SERVICES IN AN AMOUNT NOT TO EXCEED $250,000 FOR A TERM OF UP TO FIVE YEARS RECOMMENDATION Staffrecomrnends that City Council: 1. Approve and authorize the City Manager to execute the attached contracts with the 3Degrees Group, Inc. for Electric and Natural Gas Green Energy Program Services; and 2.Authorize the City Manager to extend the contract annually for up to four additional years, subject to Council approval of funding. BACKGROUND The City established PaloAltoGreen in April 2003 (CMR:230:03). Within two years, the program achieved the highest participation rate of any voluntary green power program in the nation, reported by the U.S. Department of Energy’s National Renewable Energy Laboratory. The program continues to maintain its number one status and recently surpassed the 20% participation rate milestone. PaloAltoGreen sales are about 4% of all electric sales. As part of its Climate Protection Plan (CMR:435:07), the City has set a goal of increasing this to 5% of annual energy sales by 2010 and 10% by 2020, and developing and implementing a voluntary non-fossil natural gas program, also included in the Gas Utility Long-Term Plan (approved Feb 11, 2008 CMR: 134:08). DISCUSSION The current contract for mm’keting support and program administration for the City of Palo Alto’s Green Pricing Pro~am, PaloAltoGreen, will expire on April 30, 2008. In December 2007, the City issued a Request for Proposals (RFP) seeking proposals from organizations interested in providing marketing and administration se~wices for both the existing electric green power progran~, PaloAltoGreen, and in developing a similar program for biogas customers. CMR: 212:08 Page 1 of 4 Selection Process The RFP was mailed to 28 firms and organizations that might have this service or k_now of companies who do. The list included: Green Power Network, California Municipal Utilities Association, the Center for Resource Solutions, Northern California Power Agency, California Energy Commission, and Hometown Co~mections of the American Public Power Association. These firms are all h~ox~n~ to offer relevant services. In addition, the RFP was advertised via the Green Power Network. Two firms responded to the RFP. The primary goal of the two programs is to improve customer satisfaction by achieving high participation rates, measured as a percentage of customers pm-ticipating in the program. A staff conm~ittee reviewed each fixTn’S proposal, qualifications and submittal in response to the R2"P relative to the following criteria: references; qualifications of principals and staff; familiarity with the City; financial stability; price range; completeness of proposal; proposal clarity; methodology; marketing support; program development; and completeness of response to scope of services. The committee recommended the use of a blended approach using both consultant expertise and in-house resources. This blended approach reduces costs for the program by increasing participation rates and reducing the need for additional internal staffing, as well as reducing the total cost of sales support, marketing communication materials, and program advertising. Based on the ra~kings of the selection conm~ittee, 3Degrees Group, Inc. (3Degrees), a California energy service provider serving retail corporate, non-profit and residential customers with renewable energy certificates as well as verified emissions reduction credits, was selected as the sole consultant for the electric and gas programs. Due to its history in creatively marketing highly performing voluntary ~een energy programs, 3Degrees is the most qualified to provide these services cost-effectively in such a highly specialized field. 3Degrees provides services for five green pricing programs or similar programs across the U.S. 3Degrees will provide services in the following areas: (1)Marketing support and Green-e energy certification; (2)Renewable energy certificates, verified emission reduction credits; and (3)Development and implementation of a voluntary natural gas green energy program. RESOURCE IMPACT Since PaloAltoGreen is a cost pass-through voluntm); pro~am, there is no net impact on City financial resources. Extra costs paid by customers for the progrmn through their rates will go to fund the purchase of renewable energy and any renewable energy credits required to achieve 100% of customer energy usage. No change in Council approved fees for PaloAltoGreen are requested at this time. Funds for F¥07/08 and 08/09 are included in the electric and natural gas fund budgets. Funds for subsequent years will be subject to appropriation of funds in subsequent budgets. Currently over 20% of electric customers are participating in PaloAltoGreen. Staff anticipates that this will increase to 25% to 30% during the course of the contract. For the PaloAltoGreen CMR: 212:08 Page 2 of 4 Biogas program, a recent survey of current PaloAltoGreen customers indicated that roughly 60% of the respondents would be likely to join. Based on these results, staff anticipates that 4% to 10% of natural gas customers would likely participate, leading to additional premium revenues and equivalent expenditm’es of up to $50,000 armually. Table 1. Staff five-year estimate of contract cost and retail electric revenue. FY 07-08 FY 08-09 FY 09-10 FY 10-11 FY 11-12 FY 12-13 MWhs I Palo Alto Revenue t 3Degrees Contract!~ 49859 I $747,884t $261,759 57338 !$860,0671 $172,013 63072 I $946,073 $189,215 68748 I S 1,031,220 $206,244 72185 I $ 1,082,775i $216,555 75794 [$ 1,136,9101 $ 227,382 Net PA Revenue~; Average%Enrolled $486,125 20% $688,053 23% $756,859 I 25% $824,976 I 28% $866,220!29% $ 909,528 I 30% Table 2. Staff five-year estimate of contract cost and retail gas revenue. FY 08i09 FY 09/i0 FY 10/11 FY 11/12 FY12/13 Therms~ Palo Alto Revenue!’~i3Degrees Contracti~ii’!!Net PA Revenue ’i~!i Percent of Total!: 519800 1 S 571,780.00 $31,188.00 $540,592.00 4% 1039600i S 1,143,560.00 $62,376.00 $1,081,184.00 8% 1559400 $1,715,340.00 $93,564.00 $1,621,776.00 12% 2079200i s 2,287,120.00 s 124,752.00 $ 2,162,368.00 16% 25990001 S 2,858,900.00 I $155,940.00 I S 2,702,960.00 20% POLICY IMPLICATIONS The recommended contract supports the Council-approved Gas Utility Long-Term Plan, the Long-teIxn Electric Acquisition Plan, and the Comprehensive Plan Goal N-9. Furthermore. renewable energy plays an important role in achieving greenhouse gas reduction targets reflected in California Climate Action Team goals and AB 32 (California Global Warming Solutions Act of 2006), and identified in the Palo Alto Climate Protection Plan. ENVIRONMENTAL REVIEW These services do not constitute a project for the purposes of the California Environmental Quality Act (CEQA) pursuant to California Public Resources Code Section 21065, thus, no environrnental assessment is required. CMR: 2!2:08 Page 3 of 4 ATTACHMENT A.Agreement Between the City of Palo Alto and _~De~rees Group, Inc. for Professional Selwices PREPARED BY:BRIAN WARD \~ Utilities Account Repre,sen.tative JOYCE KINNEAR (;~ \~ Manager. Utilities Marketing Services DEPARTMENT HEAD: VALE~ O(~ONG Director of Utilities CITY MANAGER APPROVAL: EMILY HARRISON Assistant City Manager CMR: 212:08 Page 4 of 4 ATTACHM CITY OF PALO A_LTO CONT!~-kCT NO. C08125587 AGREEMENT BET~YEEN THE CITY OF PA_LO A_LTO AND 3 DEGREES GROUP, INC. FOR PROFESSIONAL SERVICES (GREEN ENERGY PROGI:L&M ~,La2,KETENG & ADME’,FISTP,_ATION) This AGREEMENT is entered into , by and between the CITY OF PAi..O ALTO, a charter city and a municipal corporation of the State of California ("CITY"), and 3DEGREES GROU7’, EWC., a California corporation located at 6 Funston Avenue, San Francisco, CA 94129 ("CONSULTANT"). 15.ECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to operate the "Pa!o Alto Green Program" - voluntary green energy pro~ams ("Project") and desires to engage a consultant to provide marketing and administrative support services in connection with the Project ("Services"). B. CONSU-LT,~NT has represented that it has the necessary, professional expertise, qualifications, and capability, and all required licenses and’or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSL~TANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTAxNT shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TER3I. The term of this Agreement shall be from the date of its full execution through "completion of the services in accordance with the Schedule of Performance attached as Exhibit "B" unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFOPdMANCE. Time is of the essence in the performance of Services under this Ageement. CONSLK.TANT shall complete the Sen-ices within the term of this Ageement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Ageement. _Any Services for which times for performance are not specified in this Ageement shall be commenced and completed by CONSUI_.TANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSUL.T.~NT. CITY’s agreement to extend the term or the schedu!e for performance shal! not preclude recovery of damages Professional Services Revised 10/18/07 ] 080~3 for delay if the extension is required due to the fault of CONSULT.~NT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A", including both pa?~ment for professional services and reimbursable expenses, shall not exceed One million four hundred fifty thousand Dollars ($!.450.000.00). The applicable rates and schedule of payment are set out in Exhibit "C", entitled "CONLPENSATION," which is attached to and made a part of this A~eement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary" for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSUL%%NT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit "C"). If applicable, the invoice shall also describe the percentage of completion of each task. The infon-nation in CONSULTANT’s pa?~Tnent requests shall be subject to verification by CITY. CONSULT~AaNT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (3 0) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULT~’-MNT’ s supervision. CONSULT.~NT represents that it possesses the professional and technical personnel necessary to perform the Services required by this A~eement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULT~&NT represents that it, its employees and subconsultants, if permitted, have and sha!l maintain during the term of this Ageement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the se~’ices to be furnished by CONSULT.~NT under this ageement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULT~A2’qT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Ageement. CONSULTANT shall procure all peEnits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULT~LNT shall correct, at no cost to CITY, any- and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CiTY gives notice to CONSULT~A2’qT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Proj ect, CONST.J~T.~cNT shall be ob!igated to co~ect any and al! errors, P--’o f e~ sic, na! Services Revised !0/18/07 2 08043 omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall su~:ive termination of the A~eement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of desig-n submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY’s stated construction budget, CONSULT~%NT shall make recommendations to the CITY for alig-ning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the desig~ to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and a~eed that in performing the Services under this Ag-reement CONSULTANT, and any person employed by or contracted with CONSULT.~NT to furnish labor and/or materials under this A~eement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULT,%NT are material considerations for this Ageement. CONSLK, TA_NT shall not assign or transfer any interest in this A~eement nor the performance of any of CONSULT,%NT’s obligations hereunder without the prior written consent of the city manager. Consent to one assi=mna-nent will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSU-LTANT shall not subcontract any portion of the work to be performed under this Ageement without the prior written authorization of the city manager or desig-nee. CONSU-L.TANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSLET.ad’qT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSU-LT,%NT shalI change or add subconsuttants only with the prior approval of the city manager or his desig-nee. SECTION 13. PROJECT MANAGEMENT. CONSU-LTA_NT will assi~q Dan Lieberman as the project director to have supervisow responsibility for the performance, profess, and execution of the S ervices and Ian McGowan as the project coordinator to represent CONSL~T.,-MNT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assi~ent of any key new or replacement persormel will be subject to the prior written approval of the CITY’s project manager. CONSUZT~%NT, at CITY’s request, shalt promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Proj ect or a threat to the safety of persons or property. The City’s project manager is Brian Ward, Utilities Department, Customer Service Division, Palo Alto, CA 94303, TeIephone: (650) 329-225 !. The project manager wi!1 be CONSULT~NT’s point Professional Services Revised !0/i~/07 3 08043 of contact with respect to performance, progess and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivew, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and cop?Tight interests developed under this Ageement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULT~%NT a~ees that all cop?Tights which arise from creation of the work pursuant to this Ageement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to cop)Tight or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or desigTtee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULT~%NT will permit CITY to audit, at any reasonable time during the term of this Ageement and for three (3) years thereafter, CONSULTA_NT’s records pertaining to matters covered by this Ageement. CONSULTANT further a~ees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this A~eement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, inderrmi~;, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemni~ed Part?~’) from and against any and all demands, claims, or liability of any nature, including death or injury- to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSLTLT~NT, its officers, employees, agents or contractors under this A~eement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSUJ_T,%NT to indemnify an indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 1(5.3. The acceptance of CONSULTA~NT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Ageement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Ageement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. 08043 Professional Services Revised i0/i8/07 SECTION 18. INSUtL4NCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this A~eement, the insurance coverage described in Exhibit "D". CONSULTA_NT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided throu~ carriers with AM Best’s Key Ratin~ Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULT.anNT retained to perform Services under this A~eement will obtain and maintain, in ful! force and effect during the term of this A~eement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this A~eement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prio~ written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this A~eement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULT_&NT’s liability hereunder nor to fulfill the indemnification provisions of this A~eement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury.,, or loss caused by or directly arising as a result of the Services performed under this A~eement, including such damage, injury, or loss arising after the A~eement is terminated or the term has expired. SECTION 19. TER3IINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The city manager may suspend the performance of the Services, in whole or in part, or terminate this A~eement, with or without cause, by giving thirty (30) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSL~TA.NT will immediately discontinue its performance of the Services. 19.2. CONSULT~anNT may terminate this Ageement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULT,anNT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSL~TANT or its contractors, if any, in connection with this Ageement. Such materials will become the property of CITY. Professio.~.al Ser-~o±ces Revised i0/i8/07 08043 19.4. Upon such suspension or termination by CITY, CONSU-LTAzNT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this A~eement is suspended or terminated on account of a default by CONSI~LTANT, CITY will be obligated to compensate CONSU-LTANT only for that portion of CONSU-LTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion 19.5. No pa2znent, partial payment, acceptance, or partial acceptance by CITY wi!l operate as a waiver on the part of CITY of any of its rights under this Ageement. 19.6 Neither Party shall be liable in any respect for failure or delay in the fulfillment or performance of this A~eement, including but not limited to, the obligation to make or accept deliveries, if performance is hindered or prevented, directly or indirectly by war, riots, embargo, national emergency, shortage or inability to obtain transportation or transfer facility, plant breakdown, inability to secure fuel, power, material or labor, fire, flood, windstorm, or other acts of God; strikes, lockouts, or other labor disturbances (whether among employees of the parties, their suppliers, or other); delays, failure, or refusal of suppliers to supply materials; orders or acts of any government or governmental agency or authority; Or any other cause of like or different kind beyond reasonable control. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSU-LT,%NT: Attention of the project director at the address of CONSULT.~NT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Ageement, CONSL~.T.QNT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or de~ee with the performance of the Services. 21.2. CONSULT,%NT further covenants that, in the performance of this A~eement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Ageement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions Professional Services Revised 10/i8/07 08043 of the Palo Alto Municipal Code and the GovenFnent Code of the State of California. 21.3. If the Project Manager determines that CONSU-L.T;%NT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULT,%NT shall be required and agees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Pa!o Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this A~eement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancesto~, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereo~ and a~ees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment, including completing the form furnished by CITY and set forth in Exhibit "E." SECTION 23. MISCELLANEOUS PROVISIONS. 23.1. This Ageement wii! be governed by the laws of the State of California. 23.2. In the event that an action is broug2~t, the parties a~ee that trial of such action wi!! be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 23.3. The prevailing party in any action brought to enforce the provisions of this A~eement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legat services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 23.4. This document represents the entire and integated a~eement benveen the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is sig-ned by the parties. 23.5. The covenants, terms, conditions and provisions of this Ageement will apply to, and will bind, the heirs, successors, executors, administrators, assig-nees, and consultants of the parties. 23.6. If a court of competent jurisdiction finds or rules that any provision of this A~eement or any amendment thereto is void or unenforceable, the unaffected provisions of this Ageement and any amendments thereto will remain in full force and effect. 23.7. All exhibits referred to in this Ageement and any addenda, appendices, attachments, and schedules to this A~eement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this A~eement and will be Professiona! Services Revised i0/18/07 7 0~0~3 deemed to be a part of this A~eement. 23.8. This A~eement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This A~eement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Ag-reement are no longer available. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this A~eement. 23.9. The individuals executing this Ageement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. h-N \VITN~ESS \VHER~EOF, the parties hereto have by their duly authorized representatives executed this Ageement on the date first above written. CITY OF PALO ALTO APPROVED AS TO t=OP~\{: Senior Asst. City Attorney 3DEGREES GRO_UP, LNC. ~ //~ A_PPROVED: Assistant City Manager Taxpayer Identification No. Director of Administrative Services Attachments: EXHIBIT "A": EXH~IT "B": EXHIBIT "C": EXH~IT "D": EXHIBIT "E": EXHIBIT "F": SCOPE OF WORK SCHEDULE OF PERFORa\.’IANCE COMPENSATION LNSU~QNCE P,_EQU]R_EMENTS CERTK’ICATION OF NONDIS CRLMLNATION CO,_N~IRMATION LETTER SAMPLE Professional Services Revised i0/18/07 8 Exhibit A Green Power Scope of Services 1. C!TY Responsibilities shall include but are not limited to: 1-1.Calculation of Customer Consumption City shall provide 3De~ees with CPAU "geen power" electric consumption totals by the 10th day of the month for the calculation and invoicing of services rendered the previous month. 1.2.blarketin_~. Media, and Advertisin~ Roles 1.2.1. City shal! be responsible for procurement and costs of marketing collateral after 3Degees fulfills obligations on information and desigm. This includes but is not limited to; bill inserts, posters, banners, and programming for web site. 1.2.2.City shall be responsible for procurement and costs of print media as necessary to support the program after 3Degees fulfills obligations on information and desig-n. The annual marketing budget designated by the city on behalf of PaloAltoGreen shall not be less than $25,000 per year. 1.3.Direct Sales to Businesses, Civic Organizations, and Neighborhood Associations City shall engage its Account Managers to develop direct sales in a joint ef*brt with 3Degrees to win business from local area businesses and non-profits. The City’s responsibilities include but may not be limited to; initial customer contact, arrangement of meetings, follow-on sales efforts and after-sales service as needed. Customer contact will be managed by City personnel. 1.4.Trainin~ and Pro,o-ram Inte_o-ration City shall engage its Customer Service Managers and staff to support internal infrastructure around Customer Service Management. Responsibilities include but may not be limited to; fielding phone inquiries, entering orders, and developing and utilizing coding and tracking mechanisms. 2. 3Degrees’s Responsibilities shall include, but are not limited to: 2.1. M_MCKET1-NG SUPPORT SERVICES 2.1.1.Marketin~ Plan: 3Degees shall provide a marketing plan that includes sales and marketing support services to the City, including but not limited to training for City personnel, information needed for advertising or billing inserts, program desig-n and marketing advice, outreach print materials, and web-based communication. Customer contact will be managed by City personnel. 3Degees shal! provide estimates of participation levels based on the 3Degees’ experience with local 2.1.4. 2.1.5. 2.1.6. 2.1.7. 2.1.8. Exhibit A Green Po<~.’=,.r Scope of Sen’ices demogaphics and similar size utilities and procures. The 3De~ees will present a detailed marketing plan with specific targets and tactics every 3 months. Training: 3De~ees shall train all new customer service representatives, as well as perform biannual in-service trainer on industW advances. Marketin~ Outreach: 3De~ees shall staffall outreach events up to a maximum of 15 events per year. Events to staff will be determined by CPAU employees and communicated to 3Degees. This total includes the events referenced in Exhibit B, Section 2.2.4. Media Content and Production: 3Degees shall coordinate the assembly and sending of welcome kits to each new subscriber to the pro~am; the specific work may be done by 3Degees’ staff or a CPAU intern. Welcome Kits may be changed at the mutual agreement of CPAU staff and 3Degees. All costs other than labor associated with this task will be borne by CPAU. Marketin~ and Collateral: 3De~ees shall design all progam marketing and sig-n-up collateral, upon the approval of CPAU staff. Examples of such material include a progam brochure, utility bill inserts, utility bill bang-tails, direct mail letters, and so on. 3De~ees shall coordinate printing and mailing these pieces at CPAU’s expense. Online Content: 3Degrees shall be responsible for creating updated content for the PaloAltoGreen web site a minimum of two times per year or whenever mandated by CRS to stay in compliance with Green E Certification. 3De~ees will provide a carbon calculator with PAG branding desig~ned for PaloAltoGreen customer use. Participant Data Entry and Trackinm \\~en provided direct and fall access to necessary customer databases, 3Degrees shall maintain a copy of CPAU’s Customer database of all PAG members. This database shall include information on the customer’s name, address, utility account number, sig-n-up date, sig-n-up mechanism, and dates for leaving the utility system or the PAG pro~am. 3De~ees shall provide monthly update reports to CPAU progam manager. Marketin~ Reports: V~,Nen provided direct and full access to necessary customer databases, and detailed costs of marketing and sign-up collateral, 3Degees shall produce a monthly report of al! new enrollments based on cost of acquisition (COA) by sign-up mechanism, as well as a report of all exits (churn). 2.1.9. Exhibit A Green Power Scope of Services Staffing: 3De~ees will provide one staff person for up 8 hours at least once every two weeks to input data and coordinate sending out wetcome kits to new customers. The staffperson will be directed by the CPAU pro~ramo_ manager on tasks to perform. 2.2. TtL:kCKLNG. REPORT~G. AND COMPLL%NCE VER1-FICATION 2.2.1. 900 2.2.3. Green-e WREGIS Registration: 3Degees shall ensure that all Renewable Energy Certificates (R~Cs) utilized by the program, and provided by the 3De~ees, are registered with the Western Renewable Generation Information System ("~,VR_EGIS") in accordance with WP,_EGIS Operating Rules, dated June 4, 2007, or a subsequently amended or modified or replaced. City assumes all cost of\\qV,_EGIS registration and submittals applicable to purchasing,.retiring or resale of RIECs. Green-e Pro~am Standards and Code of Conduct: 3De~ees shall adhere to the Green-e Rene~vabte Energy Certification progam National Standard Version 1.4 or as subsequently amended, and the associated Code of Conduct and Customer Disclosure Requirements. Oreen-e Pro~am Compliance Verification: \Vhen provided direct and full access to information about the RECs used in the program, 3Degrees shal! complete all necessary paperwork, forms and information submittals to the Center for Resource Solutions (CRS) in accordance with the Green-e program verification process requirements, including, if required, annual or biannual audits in accordance with the Green-e Verification Process Audit Protocols. 3Degrees will also provide a time line for submittal and data gathering no later then JanuaD’ 1 of each year of the contract. California Power Source Disclosure Reportin~ and Verification: When provided direct and fu!l access to information about the R_ECs used in the program, 3De~ees shall complete all necessary paperwork, forms and information submittals to the California Energy Commission (CEC) and the City’s Scheduling Coordinator (Northern California Power Agency). These reports include, but are not limited to, an official copy of all RECs, also known as "Green Tag Certificate" or "Tradable Renewable Certificates". No later than March 1 of each year, 3De~ees shall submit Schedule 4 (Power Purchased Out of Pool) of the Annual Report to the California Energy Commission, describing the Green Tags Purchased, by resource type (in kwh) in accordance with the California Power Source Disclosure Progam. 3Degrees shal! verify the validity of all R2Cs utilized by the Progam. 3Degrees will provide a supplemental document attesting to the validity of the RECs for each resource provided by 3Degees. The CEC Power Content Label A_nnual Report Attestation Form may be used for this purpose, or a suitable substitute subject to City’s prior written Exhibit A Green Power Scope of Sere’ices approval. The report shall also include a general description of each resource, including the location, technology, and if web links to relevant web sites if available. Additionally, if a pro~am audit is required in addition to the Green-e verification process audit, the Supplier shal! conduct an audit using the A~eed-Upon Procedures found in the California Code of Regulations, Title 20, Section 1394, .~_ppendix C (see .Q-nended Regulations governing SB 1305). Contract Term The term of this a~eement shall be for twelve (1~ months period from the date of execution of this a~eement, and may be extended by mutual a~eement for up to four 12-month periods for a maximum of 60 consecutive months, subject to the City of Palo Alto’s annual approval of each current year’s budget and appropriation of funds. Notwithstanding the foregoing, either Party may terminate the a~eement as specified in Section 10 of the Contract. Exhibi~ A Biogas Shope of Service 1. CITY Rest~onsibilities shall include but are not limited to: 1.1. 1.2. 1.3. 1.4. Calculation of" Customer Consumption City shall provide 3Degrees with CPAU biogas consumption totals by the 10th day of the month for the calculation and invoicing of services rendered the previous month. Marketing. Media and Advertisin~ Roles 1.2.1. City shall be responsible for procurement and costs of marketing collateral after 3De~ees fulfills obligations on information and design. This includes but is not limited to; bi!l inserts, posters, banners, and progamming for web site. 1.2.2.City shall be responsible for procurement and costs of print media as necessary to support the pro~am after 3De~ees fulfills obligations on information and design. The annual marketing budget desig-nated by the city on behalf of PaloAl{oGreen shall not be less than $15,000 per year. Direct Sales to Businesses. Civic Organizations. and Neizhborhood Associatfons City shall engage its Account Managers to develop direct sales in a joint effort with 3Degrees to win business from local area businesses and non-profits. Responsibilities include but may not be limited to; initial customer contact, arrangement of meetings, follow-on sales efforts and after-sales ser%ce as needed. Customer contact will be managed by City personnel. Trainin~ and Pro~am Integration City shall engage its Customer Service Managers and staff to support internal infrastructure around Customer Service Management. Responsibilities inctude but may not be limited to; fielding phone inquiries, entering orders, and developing and utilizing coding and tracking mechanisms. 2. 3Degrees’s Responsibilities shall include, but are not limited to: 2.1. PROGP,,~M DESIGN SERVICES -Priced separately in Exhibit C 2.1.1.Pro_~am Development: Upon contract execution, 3De~ees will develop a reasonable, detailed timeline for progam launch. This timeline will be developed with the assistance and approval of the program manager and will include detailed budget estimates. The timeline will include the following components, to be delivered by 3Degees: Market Research Product Design Building Intemal and E.xtema! Support Internal process changes Exhibk A Biogas Scope of Sezvice 1. CITY Responsibilities shall include but are not limited to: 1.1.Calculation of Customer Consumption City shall provide 3Degrees with CPAU biogas consumption totals by the 10th day of the month for the calculation and invoicing of services rendered the previous month. 1.2. bfarketin~. Media and Adverfisin~ Roles !.2.1. City shall be responsible for procurement and costs of marketing collateral after 3Degees fulfills obligations on information and design. This includes but is not limited to; bill inserts, posters, banners, and programming for web site. 1.2.2.City shall be responsible for procurement and costs of print media as necessary to support the program after 3Degees fulfills obligations on information and desig-n. The annual marketing budget desig-nated by the city on behalf of PaloAltoGreen shall not be less than $15,000 per year. 1.3.Direct Sales to Businesses. Civic Organizations. and Neighborhood Associations City shall engage its Account Managers to develop direct sales in a joint effoK with 3Degrees to win business from local area businesses and non-profits. Responsibilities include but may not be limited to; initial customer contact, arrangement of meetings, follow-on sales efforts and after-sales service as needed. Customer contact will be managed by City personnel. 1.4.Trainin~ and Pro~am Integration City shall engage its Customer Service Managers and staff to support internal infrastructure around Customer Service Management. Responsibilities include but may not be limited to; fielding phone inquiries, entering orders, and developing and utilizing coding and tracking mechanisms. 2. 3De~orees’s Responsibilities shall include, but are not limited to: 2.1. PROGtK~M DESIGN" SERVICES - Priced separately in Exhibit C 2.1.1.Pro~am Development: Upon contract execution, 3Degrees will develop a reasonable, detailed timeline for pro~am launch. This timeline will be developed with the assistance and approval of the program manager and wi!l include detailed budget estimates. The timeline will include the following components, to be delivered by 3Degees: Market Research Product Design Building Internal and External Support Internal process changes Exhibit A Biogas Scope of Service Desig-n and production of marketing materials Web site content developed and posted Intemal training System testing Media outreach Plan and host launch Produce and distribute first direct enrollment pieces Post launch follow up Marketin~ Estimates: Based on Palo Alto customer demographics and utility data from sig-n-up rate for PaloAltoGreen, deYelop a market adoption projection for the next five ?,’ears. 2.2. MAP~KETING SL~PORT SERVICES - Priced separately in Exhibit C 2.2.1.Marketin~ Plan: 3De~ees sha!l provide a marketing plan that includes sales and marketing support ser~,ices to the city, including but not limited to training for City personnel, information needed for advertising or billing inserts, progam design and marketing advice, outreach print materials, and web-based communication. Customer contact will be managed by City personnel. 3Degees shall provide estimates of participation levels based on the 3De~ees’ experience with local demogaphics and simitar size utilities and pro~ams. 3Degrees will present a detailed marketing plan with specific targets and tactics every 3 months. 0 ") 9 2.2.3. Marketin~ expenditures: 3De~ees shall budget $10,000 to assist with marketing outreach as mutually a~eed upon by 3Degees and CPAU staff. Training: 3De~ees shall train all new customer service representatives as welt as perform biammal in-serYice trainer on industry advances. Marketin~ Outreach: 3Degrees shall staff all outreach events up to a maximum of 15 events per year, as directed by the CPAU project manager. This total includes the events referenced in Exhibit A, Section 2.1.3. 2.2.5.Media Content and Production: 3Degrees shall coordinate the assembly and sending of welcome kits to each new subscriber to the procure; the specific work may be done by 3De~ees’ staff or a CPAU intern. Welcome Kits may be changed at the mutual agreement of CPAU staff and 3Degees. All costs other than labor associated with this task will be borne by CPAU. 2.2.6. Exhibit A Biogas Scope of Service Participant Data Entry and Tracking: When provided direct and full access to information about the RECs used in the pro~am, 3Degrees shall maintain a database of all Biogas pro~am participants. This database shall include information on the customer’s name, address, utility account number, sign-up date, sign-up mechanism, and dates for leaving the utility system or the Biogas pro~am. 3De~ees shall provide monthly update reports to CPAU pro~am manager 2.3. TRACKL~’G. REPORT~G. AND COMPLI,%NCE VEP,~ICATION o 2.3.1.Green-e GHG Product Standards: If 3Degees provides supply resources for the biogas procure, 3Degees shall adhere to the Green-e Green_house Gas Emission Reduction Product Certification Pro~am Standard Version 1.0 or as subsequently amended. 2.3.2.Green-e Verification (if applicableS: If the City elects to seek Green-e certification for the Biogas progam, 3Degees shall complete all necessary paperwork, forms and information submittals to the Center for Resource Solutions (CRS) in accordance with the Green-e GHG Product verification process requirements, including, if required, annual or biannual audits in accordance with the Green-e Verification Process Audit Protocols. 3Degrees will also provide a time line for submittal and data gathering no later then January 1 of each year of the contract. Contract Term The term of this ageement shall be for t~velve (12) months period from the date of execution of this ageement, and may be extended by mutual ageement for up to four 12-month periods for a maximum of 60 consecutive months, subject to the City of Palo Alto’s annual approval of each current year’s budget and appropriation of funds. Notwithstanding the foregoing, either Party may terminate the agreement as specified in Section 10 of the Contract. Exhibit B Supply Options and Prices 1. Periodic Price Quotes - At any time, the City may request a price quote from 3Degees for a specified quantity of Wind or Solar RECs generated in the WECC. The City must specify the quantity and other applicable attributes at the time of request. The RECs may be generated at any time during the applicable Green-e Reporting Year (e.g. Reporting Year 2008 is: July 1, 2007 to March 31, 2009; Reporting Year 2009 is: xxx). 3Degees shall respond to City’s request no more than 2 business days after the receipt of request (response date shall be by close of business on business da~,#3, with business day #1 being the day the City made the request for price quote). The City shall have 3 business days (until the close of business on business day #6) to accept 3Degrees offer. Upon acceptance by the City, 3Degees shall prepare and send a partially executed copy of the Conformation Letter (Exhibit F) to the City to confirm the transaction. City shall return a copy of the fully executed contract within 3 business days after the receipt of the partially executed Confirmation Letter from 3Degrees. " The same process shal! be followed in the event of sale of surplus RECs by the City to 3De~ees. 2. True-up of Wind RECs - At the City’s request and for "true-up" purposes, 3Degees will provide up to 10,000 RECs in the Calendar year 2008 for $10.00 per REC supplied. RECs shall originate from wind resources inside the NERC WECC Region. The City must notify 3De~ees by December 1, 2008 if any purchase will be made. The price of this product may change for Calendar year 2009 and beyond. 3. True-up of Solar RECs - At the City’s request and for "true-up" purposes, 3Degees will provide up to 250 RECs in the Calendar year 2008 for $50.00 per REC supplied. RECs shall ori~nate from solar resources inside the NERC \VECC Region. The City must notify 3Degees by December 1, 2008 if any purchase will be made. The price of this product may change for Calendar year 2009 and beyond. tLECs shall be from"new" resources, defined by Green-e as projects that began production after January 1, 1997. The City reserves the right to self-provide the RECs from its own power purchases or to procure RECs separately from this contract. The term of this ageement shall be for twelve (12) months period from the date of execution of this ageement, and may be extended by mutual ageement for up to four 12- month periods for a maximum of 60 consecutive months, subject to the City of Palo Alto’s a~mual approval of each current year’s budget and appropriation of funds. Notwithstanding the foregoing, either Party may terminate the agreement as specified in Section 10 of the Contract Exhibit C FEE SCHEDULE 3Degees will provide services as described under "Marketing Support Services" in Exhibit A for a fee of $3.00 per REC supplied to program participants. 3Degees will provide the services described under "Progam Desig~ Services" in Exhibit B for a fee of S60,000. This fee will be 50% payable upon final progam approva! from city council and leadership ofPalo Atto Utilities and 50% payable ~vhen the biogas product is launched. 3Degees will provide services for the biogas product as described under "Marketing Support Services" in Exhibit B following this fee schedule: $.06 per therm of gas supplied to progam participants for the first3,000,O00 therms sold. $.054 per therm for therms 3,000,001 through 6,000,000 of gas supplied to pro~am participants $.049 per therm for therms 6,000,001 and above ofbiogas supplied to pro~arn participants. EXHIBIT D A C ORD.. PRODUCER (909)592-2215 FAX: (909)305-0391 Southern California insurance Brokerage, inc. P.O. Box 758 License #OC91978 G!endora @h 91740-0758 INSURED 3Degrees Group Inc Presidio of San Francisco 6 Funston Ave. San Francisco CA 94129 ~OVERAGES CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # I~NSURERA:Hartford Casualty Ins.29424 iNSCPER_=Hartford Fire Ins. Co.19682 h’4SUPER C: INSUPER D" iNSUPER E: THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN iSSUED TO THE INSURED N,~MED ABOVE FOR THE POLICY PERIOD iNDICATED. NOTWITHSTANO!NG ANY REQUIREMENT, TERM OR CONDITION QF ANY CONTRACT QR OTHER DOCUMENT WITH RESPECT TQ !2;~ICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTT O ALL TH’E TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGP, E.~AT~LIMITSSHQWNMAvHAV=, ~BEEN REDUOEDBYPA!DCLAIMS, INSR ADD’L~POLICY EFFECTIVE ~LICY ~PI~ON _~ ~NSED ~PE OF INSU~NCE ~LICY NUMBER DA~ fMMfDD~! OA~ fMM~DD,~} GENE~L LIABILI~ X~ COMMERC/AL GENERAL L~BILI~ 2/14/2008 2/!4/2009 A GEN’L AGGREG’~.TE LIMIT APPLIES RER: ~ ECT AUTOMOBILE LIA BILIT"( I ANY AL~O i’7 ALL C"¢,NE D AUTOS ---7 SCHEDULED AUTOS ~i, HIRED ALTOS~NON-DV,NED AUTOS GARAGE LIABIUTY" ~DEDUCTIBLE WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY ANY PROPRIETORfPARTN ER,~XECUTIVE OFFtCER~%IEMBER EXCLUDED? If yes,d es~..’ibe uqcier S=ECI~-L ~R©VISI©b~S be!ow OTHER 2/14/2008 72 ~’£-C TQ9!65 2/14/2009 3/6/2008 3/6/2009 DESCRIPTION OF OPERATIONS2LOCA~ONSNEHICLES,’EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS LIMITS E~CH C.SCURRENCE ! $ D~-MAGE TO RENTED 1 $PREMISES ;Ea c:~currence~ MED EXR (~y one mersom) ~ $ GENERAL AGGREGATE COMBINED SINGLE LIMIT (Per pers~) j BODILY INJURY (Per a~dent) PROPERTf DAMAGE ,Fer a~ den ~ ~UTO ONLY - EA ~CC~DENT OTHER THAN AUTO ONLY: AGGREGATE V,C STATU. EL EaCH ~CCIDENT ELI DISEASE - EA EMRLCVE5~ E L D~SE~SE - UOLICY UM~T 1,000,000 300,000 i0,000 1,000,000 2,000,000 2,000,000 !,O00,OOO !,000,000 1,000,000 1,000;000 CERTIFICATE HOLDER CANCELLATION CITY OF PALO ALTO PURCHASING AND CONTRACT ADMINISTP~.TION P.O. BOX 10250 PALO ALTO, CA 94303 ACORD 25 (2001108) PD’F~dre’ated with pdfFactory trial version www.pdffactorv.com SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, "THE ISSUING INSURER WILL ENDEAVOR TO MAIL ! 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPONTHE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ./~O.~.~4:~_~j~_~.:_~Diana Kubo, CISR/dq,]? @ ACORD CORPORATION 1988 EXHIBIT E Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. / Date: If Proposer is INDIVIDUAL, sign here: Proposer’s Signature Proposer’s typed name and title If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print) Date: Member of the Partnership or Joint Venture signature- Member of the Partnership or Joint Venture signature Date: 3.If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows: The u~nde~.~Bed certify tl-uat they are respect~dely:-"~’’ Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same for and on behalf of said CORPORATION. Corporation Date: City of Palo Alto- RFP 125587 EXHIBIT F Confirmation Letter # The following describes a ~ansaction between the City and 3De~ees for the sale, purchase and Deliver," of Renewable Energy Certificates ("tLECs") pursuant to the terms of the Renewable Ener~, Certificate Purchase and Sale Ageement between the Pa~ies dated __ (the "A~reement"). Provided, that, to the extent there is a conflict between a provision of the A~eement and this Confirmation Letter, the terms of this Confirmation Letter shall control for the purposes of this transaction. Initially capitalized terms used and not otherwise defined herein are defined in the Ageement. Basic Commercial Terms: Trade Date: Transaction Reference: Seller: Buyer: Facili .ty: Elizible Renewable Resource Type: Geo~aphy:\\q~CC Vintage(s):I July 1, 2007 - March 31, 2009 Product Quant%,: Contract Price ($.,’MWh): Total Contract Price: Delivery Deadline: Product Specific Terms: Applicable Standard:Green-e National Standard Version 1.5 Environmental Attributes retained by None Seller, if any: Applicable Tracking System:WREGIS, ifpossib!e Attestation Form [yes, no] This Confirmation Letter is being provided pursuant to and in accordance with the A~eement, and constitutes part of and is subj ect to the terms and provisions of the A~eement. The Parties a~ee to the transaction set fo~h herein. 3Degrees Group Inc.The City of Palo Alto Utilities Signature Sig-nature Nalzle Name Title Title Date Date Page 1 of 1