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HomeMy WebLinkAbout02-18-2026 First Amendment to Service Agreement #SST-City of SLO SA 2024-029 with PG&E Page 1 of 3 Internal FIRST AMENDMENT TO THE SERVICE AGREEMENT This First Amendment to the Service Agreement (“AM1”) is made and entered into and effective on the last date signed below, (“AM1 Effective Date”) by and between City of San Luis Obispo, a California municipal corporation and charter city (“Customer” or “City”) 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”. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Service Agreement. WHEREAS, Parties entered into that Service Agreement # SST-City of SLO SA 2024-029 (“Service Agreement”) on April 1, 2025 (“Service Agreement Effective Date”), for PG&E to provide turnkey services to Customer (“Turnkey Services”) which typically include energy conservation assessments of Customer’s facilities and/or installation of energy conservation measures (“ECMs”). A copy of the Service Agreement is herein attached as Exhibit 1 and hereto incorporated by reference. WHEREAS, Parties have agreed to amend the Service Agreement to provide certain changes as mutually desired and agreed upon by Parties. NOW, THEREFORE, for and in consideration of the premises and the mutual obligations and covenants contained in this AM1, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Parties agree to amend the Service Agreement as follows: 1. Section N- Assignment Provision, attached hereto as Exhibit 2, is hereby added to and incorporated as part of the Service Agreement. Accordingly, Parties shall comply as with the terms and conditions of the herein attached Exhibit 2-Section N- Assignment Provision. 2. Except as expressly modified by the terms of this AM1, all other terms and conditions of the Service Agreement remain unchanged and in full force and effect. 3. This AM1 may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute only one instrument. IN WITNESS WHEREOF, the Parties hereto have caused this AM1 to be executed by their duly authorized representatives effective as of the date set forth above. PACIFIC GAS AND ELECTRIC COMPANY CITY OF SAN LUIS OBISPO By: By: Name: Name: Title: Title: Date: Date: Page 2 of 3 Internal EXHIBIT 1 SERVICE AGREEMENT See attached. Page 3 of 3 Internal EXHIBIT 2 SECTION N- ASSIGNMENT PROVISION City's Right to Assignment. Upon delivery by PG&E of the 100% Investment Grade Assessment (IGA) obligations under Section B (1.2) of the Service Agreement the City may request PG&E to provide its written consent to assign PG&E’s right, title, and interest under the Service Agreement, including its power to execute further Work Orders issued under and subject to the terms and conditions of the Service Agreement, to another individual or business entity (the "Assignee"). PG&E agrees to provide its written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, provided that: (a) the Assignee, City, and PG&E execute an Assignment and Assumption Agreement in a form reasonably acceptable to all parties that contains mutual releases and the Indemnification by the City and Assignee of PG&E of all obligations under the Agreement from and after the Effective Date of Assignment. The "Effective Date of Assignment" shall be the date on which the Assignment and Assumption Agreement is fully executed by all parties; and (b) the City shall release and discharge PG&E from: (i) from all claims, demands, causes of action, obligations, damages, and liabilities of any nature whatsoever, whether known or unknown, arising from or relating to any work, obligations, or performance under the Service Agreement from or after the Effective Date of Assignment; and (ii) Any warranty, guarantee, or performance obligations related to work performed by the Assignee; and (iii) Any defects, deficiencies, or failures in any work performed by the Assignee; and (c) the City and Assignee shall jointly and severally indemnify, defend, and hold harmless PG&E, its parent companies, subsidiaries, affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (i) the Assignee's performance or non-performance of its obligations under the Agreement after the Effective Date of Assignment; (ii) any acts or omissions of the Assignee or its contractors, subcontractors, or agents; (iii) any attempt by any third party to hold PG&E liable for obligations of the Assignee; or (iv) any breach by the Assignee of the terms and conditions of the Service Agreement or the Assignment and Assumption Agreement. If City and Assignee execute an agreement and release satisfying conditions (a) through (c), refusal by PG&E to consent to assignment shall be considered unreasonable.