AGENDA
Apple Valley Choice Energy | Lancaster Energy | Energy for Palmdale’s Independent Choice | Pico Rivera Innovative Municipal Energy | Pomona Choice Energy | Rancho Mirage Energy Authority | San Jacinto Power | Santa Barbara Choice Energy
California Choice Energy Authority
Board of Directors Regular Meeting Agenda
February 18, 2025, 1:00 p.m.
City of Lancaster, Council Chamber
44933 Fern Ave., Lancaster CA 93534
Members of the public can observe the livestream of the meeting via Zoom by clicking:
https://cityoflancasterca-gov.zoom.us/j/ 89080929282
or telephonically by dialing:
(253) 215-8782
Meeting ID: 89080929282
Members of the public may also participate in this meeting at the following locations:
City of Pico Rivera
Main Conference Room
6615 Passons Blvd
Pico Rivera, CA. 90660
City of Pomona
Green Conference Room
752 Commercial St
Pomona, CA 91768
City of Rancho Mirage
Conference Room 3
69-825 Highway 111
Rancho Mirage, CA. 92270
City of San Jacinto
595 S. San Jacinto Ave
San Jacinto, CA 92583
City Manager’s Office
City of Santa Barbara
Mission Creek Conference Rm.
801 Garden St, Suite 200
Santa Barbara, CA. 93101
Members of the public can provide public comment in writing or orally in person as follows:
Written Comments: If you are unable to participate in person and you wish to make a comment, you may submit written comments up to 4 hours prior to the meeting via email to:
[email protected]. All written comments will be posted online and become part of the meeting record. Public comments received in writing will not be read aloud at the meeting.
Oral Comments: Members of the public can address the Board on items on the agenda at the time the item is being addressed or during Public Comments for topics that are not listed on the agenda. Speakers are limited to three (3) minutes each. In conformance with the Brown Act, no Board action can occur on items presented during Public Comment.
If you desire to speak during Public Comment and are in person, please fill out a speaker card and submit it to CalChoice staff. If you are participating in a remote location, please identify yourself with a CalChoice representative. When you are called to speak, please come forward to the podium and state your name. To address the Board regarding an item on the agenda, please fill out a speaker card and submit it to the Board Secretary before the Board Chair announces the item.
2 California Choice Energy Authority Board Meeting Agenda February 18, 2025
CALL TO ORDER
ROLL CALL
FLAG SALUTE
BOARD COMMENTS & ANNOUNCEMENTS
PRESENTATIONS
Consent Calendar
Item 1: Approve Minutes from November 19, 2024, Board of Directors Regular Meeting
RECOMMENDATION
Approve Minutes of November 19, 2024, Board Meeting.
Item 2: Receive and File Treasurer’s Report for Quarter Ended December 31, 2024
RECOMMENDATION
Receive and file Treasurer’s Report.
Item 3: Receive California Choice Energy Authority Fiscal Year 2023/24 Audited Financial Statements
RECOMMENDATION
Receive California Choice Energy Authority Fiscal Year 2023/24 Audited Financial Statements
New Business
Item 4: 2025 California Choice Energy Authority Lobby Days
RECOMMENDATION
Receive overview and provide input for planning 2025 California Choice Energy Authority Lobby Days from Andrea Deveau, Deveau Burr Group.
Item 5: California Choice Energy Authority Energy Efficiency Program Update
RECOMMENDATION
Receive California Choice Energy Authority Energy Efficiency Program Update from Nancy Barba, Frontier Energy
3 California Choice Energy Authority Board Meeting Agenda February 18, 2025
Item 6: Consider Approval of Agreement Between California Choice Energy Authority and Calpine Community Energy, LLC for Data Management and Other Related Services
RECOMMENDATION
1) Approve agreement between California Choice Energy Authority and Calpine Community Energy, LLC for data management and related services effective April 1, 2025, for a term of five years in an amount not to exceed $4,500,000 annually. 2) Authorize a one-time, automatic renewal term of three (3) years, unless CalChoice or Calpine provides written notice of non-renewal at least six months prior to the end of the initial term.
3) Authorize the Executive Director, or his designee, to sign all documents subject to General Counsel approval.
Item 7: Consider Approval of Memorandum of Understanding with Los Angeles County, through its Internal Service Department, for Regional Partnership and Implementation of the California Energy Commission Equitable Building Decarbonization Direct Install Grant Program
RECOMMENDATION
Approve Memorandum of Understanding between Los Angeles County, through its Internal Services Department, and California Choice Energy Authority, a member of the Southern California Equitable Building Decarbonization Coalition, relating to regional partnerships for the implementation of the California Energy Commission Equitable Building Decarbonization Direct Install Program, for a term effective March 1, 2025 through December 31, 2029, accept receipt of $379,919 in grant funds, and authorize the Executive Director, or his designee, to sign all documents subject to General Counsel approval.
Item 8: Executive Director/General Manager/General Counsel Update
RECOMMENDATION
. Receive update from the Executive Director/General Manager/General Counsel.
PUBLIC COMMENT
BOARD MEMBER QUESTIONS
BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS
NEXT MEETING: Regular Board Meeting May 20, 2025
If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”), please contact [email protected] prior to the meeting for assistance.
California Choice Energy Authority
Board of Directors Regular Meeting Minutes
November 19, 2024, 1:00 p.m.
City of Lancaster, Council Chamber
44933 Fern Ave., Lancaster CA 93534
CALL TO ORDER: The regular meeting of the California Choice Energy Authority was called to order by Chair Harris at 1:04 p.m.
ROLL CALL: All cities were represented with the exception of Rancho Mirage that entered the meeting at 1:30 pm.
FLAG SALUTE: Chair Harris led the flag salute.
BOARD COMMENTS & ANNOUNCEMENTS: None
PRESENTATIONS - None
Consent Calendar
Item 1: Approve Minutes from May 21, 2024, Board of Directors Regular Meeting
RECOMMENDATION
Approve Minutes of the May 21, 2024, Board Meeting.
Item 2: Receive and File Treasurer’s Report for Quarter Ended September 30, 2024
RECOMMENDATION
Receive and file Treasurer’s Report.
Item 3: Consider Approval of Amendment to Professional Services Agreement Between California Choice Energy Authority and Maher Accountancy for Accounting Support Services
RECOMMENDATION
Approve amendment to Professional Services Agreement between California Choice Energy Authority and Maher Accountancy for Accounting Support Services.
Item 4: Consider Approval of Amendment to Master Professional Services Agreement Between California Choice Energy Authority and Calpine Energy Solutions, LLC
RECOMMENDATION
Approve amendment to Master Professional Services Agreement between California Choice Energy Authority and Calpine Energy Solutions, LLC.
No requests to speak on the Consent Calendar were received.
Motion by San Jacinto, second by Pico Rivera, to approve the Consent Calendar.
Motion approved unanimously on roll call vote.
Item 1
New Business
Item 5: Receive Update on Southern California Edison 2025 ERRA Proceeding
RECOMMENDATION
Receive update on Southern California Edison (SCE )2025 ERRA Proceeding.
Kevin Tonoian introduced the item and Tim Lindl of Keyes and Fox LLP, gave an update on the Southern California Edison (SCE) 2025 Energy Revenue Recovery Application proceeding noting that although the October ruling raised questions regarding the Resource Adequacy (RA) Adder, SCE filed two October updates with one (the alternate) including a mitigation measure. Mr. Lindl commented that the rates will be updated two more times before the actual rates are in place in January. The California Public Utilities Commission (CPUC) will close the case in December. SCE’s rate change will take place January 1 or March 1 depending on which date in December a decision is made.
No requests to speak were received.
CalChoice Board received update.
Item 6: Receive 2024 State Legislative Session – Year in Review
RECOMMENDATION
Receive 2024 State Legislative Session – Year in Review.
Kevin Tonoian introduced Andrea Deveau of the Deveau, Burr Group LLC, who gave a recap of the 2024 State Legislative Session noting that a total of 2,159 Bills were introduced in 2024 with 1,017 Bills being signed by the Governor. Among the Bills of significant interest for CalChoice is AB 1921 which expands the definition of “renewable electrical generation facility” to include fuel cells and linear generators using specific fuels; AB 2368 that focuses on RA and cost mitigation; and SB 1420 involving hydrogen production facilities and the certification and environmental review processes possibly presenting opportunities to incorporate hydrogen as a clean energy resource into CCA’s portfolios. Other legislative areas to note include Artificial Intelligence (AI) Policy and the State Budget shortfall.
No requests to speak were received.
Chair Harris inquired regarding investigating possible legislative change to help CCAs with delinquencies similar to that of a public utility.
Board Member Carmona of Pico Rivera inquired regarding any other new legislation and commented that moving forward opportunities for bond measures that may benefit CCAs should be watched.
CalChoice Board received update.
Item 7: Consider Approval of Confirmation Between California Choice Energy Authority and NRG Business Marketing, LLC for Scheduling Coordinator and Congestion Revenue Rights Services
RECOMMENDATION
Approve Confirmation between California Choice Energy Authority and NRG Business Marketing, LLC for Scheduling Coordinator and Congestion Revenue Rights Services for a five-year term beginning January 1, 2025, through December 31, 2029; authorize the Executive Director to modify NRG invoice payment term election upon direction of any CalChoice Member; and authorize the Executive Director, or his designee, to sign all documents subject to General Counsel approval.
CalChoice General Manager Cathy DeFalco presented the item noting that CalChoice has been working with NRG since 2017 and gave an overview of NRG responsibilities under the new contract.
Ms. DeFalco introduced Brian Goldstein of NRG who addressed the Board expressing enthusiasm in continuing to work with and expand the relationship with CalChoice.
No requests to speak were received.
Motion by San Jacinto, second by Santa Barbara, to approve the recommendation.
Motion approved unanimously on roll call vote.
Item 8: Executive Director/General Manager/General Counsel Update
RECOMMENDATION
. Receive update from the Executive Director/General Manager/General Counsel.
No updates. General Manager Cathy DeFalco and General Counsel Allison Burns wished all a Happy Thanksgiving.
PUBLIC COMMENT
None
BOARD MEMBER QUESTIONS
None
BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS
None
Chair Harris adjourned the meeting at 1:46 pm.
NEXT MEETING: Regular Board Meeting February 18, 2025
________________________________
Susan Caputo, MMC
Deputy Board Secretary
STAFF REPORT
California Choice Energy Authority
2/18/24
JC
Date: February 18, 2025
To: Chairman Harris and Authority Members
From: Barbara Boswell, Treasurer
Item 2: Receive and File Treasurer’s Report for Quarter Ending December 31, 2024
Recommendation:
Receive and file Treasurer’s Report for Quarter Ending December 31, 2024.
Fiscal Impact:
There is no fiscal impact to California Choice Energy Authority (CalChoice).
Background:
Included in the report to the CalChoice Board are the following unaudited Financial Statements as of December 31, 2024:
• Statement of Net Position – Reports Assets, Liabilities and Net Position • Statement of Revenues, Expenses and Changes in Net Position- Reports Income and Expenses for the Period
• Check Detail Report for the Period July – December 2024 Attachment:
California Choice Energy Authority Unaudited Financial Statements and Check Detail as of December 31, 2024
Adjusted
Balance
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents 11,000,652
Receivables: -
Accounts 195,144
Due From Members - Energy Purchases 7,804,406
Prepaid Items 22,741
TOTAL ASSETS 19,022,943
LIABILITIES
CURRENT LIABILITIES
Accounts Payable 7,999,650
TOTAL CURRENT LIABILITIES 7,999,650
Due to Lancaster Energy 2,658
Due to Members - Energy Sales -
Unearned Revenue 837,477
Member Collateral Deposits 6,000,000
Supplier Deposits 2,497,050
TOTAL LIABILITIES 17,336,835
NET POSITION
Unrestricted - Beginning 107,510
Reserved for Future Operational Costs 1,400,000
Change in net position 178,598
TOTAL NET POSITION 1,686,108
California Choice Energy Authority
Statement of Net Position - Unaudited
December 31, 2024
Item 2 Attachment
OPERATING REVENUES
Associate Member Fees - Apple Valley 75,906
Associate Member Fees - Lancaster 182,178
Associate Member Fees - Palmdale 182,178
Associate Member Fees - Pico Rivera 68,922
Associate Member Fees - Pomona 205,026
Associate Member Fees - Rancho Mirage 100,182
Associate Member Fees - San Jacinto 54,960
Associate Member Fees - Santa Barbara 126,408
Interest Income 50,793
Sponsorship Income 51,400
Program Funds - DAC-GT & Energy Efficiency 114,537
TOTAL OPERATING REVENUES 1,212,490
OPERATING EXPENSES
Administration, Legal and General Expenses 942,387
Program Expenses - DAC-GT & Energy Efficiency 91,505
TOTAL OPERATING EXPENSES 1,033,892
OPERATING INCOME 178,598
CHANGE IN NET POSITION 178,598
NET POSITION AT BEGINNING OF YEAR 1,507,510
NET POSITION AT 12/31/2024 1,686,108
California Choice Energy Authority
Statement of Revenues, Expenses,
and Changes in Net Position (Unaudited)
For the period ended December 31, 2024
California Choice Energy Authority
Check Detail Report
July 1-December 31, 2024
Accrual Basis Thursday, February 06, 2025 08:45 PM GMTZ 1/9
DATE TRANSACTION TYPE NUM NAME MEMO/DESCRIPTION CLEARED AMOUNT 11000 River City Bank Operating
6027
07/02/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. #1215 Reconciled -$77,952.13 07/02/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. -$77,952.13 6028
07/02/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. #Multiple Reconciled -$22,713.44 07/02/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. -$22,713.44 6079
07/02/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. # 1200 Uncleared -$196.28 07/02/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. -$196.28 5899
07/08/2024 Bill Payment (Check) Alliant Insurance Services Inc. # 2696408 Reconciled -$14,272.91 07/08/2024 Bill Payment (Check) Alliant Insurance Services Inc. -$14,272.91 5900
07/10/2024 Bill Payment (Check) omni rancho las palmas resort spa # 09112024TMS Reconciled -$3,750.00 07/10/2024 Bill Payment (Check) omni rancho las palmas resort spa -$3,750.00 6110
07/16/2024 Expense Bill Reconciled -$165.00
07/16/2024 Expense Bill Bill.com - Aug 2024 $165.00
6069
07/18/2024 Bill Payment (Check) Equus Energy Group LLC #1018-042024 Reconciled -$617.50 07/18/2024 Bill Payment (Check) Equus Energy Group LLC -$617.50 6070
07/18/2024 Bill Payment (Check) Windstream Operations, LLC #606 Reconciled -$12,060.00 07/18/2024 Bill Payment (Check) Windstream Operations, LLC -$12,060.00 6071
07/18/2024 Bill Payment (Check) ES 1B Group 1, LLC #E4 06.24 RA Reconciled -$308,000.00 07/18/2024 Bill Payment (Check) ES 1B Group 1, LLC -$308,000.00 6072
07/18/2024 Bill Payment (Check) OCPA - Orange County Power Authority #1062 Reconciled -$3,400,000.00 07/18/2024 Bill Payment (Check) OCPA - Orange County Power Authority -$3,400,000.00 6073
07/18/2024 Bill Payment (Check) Nextera #879892 Reconciled -$126,000.00 07/18/2024 Bill Payment (Check) Nextera -$126,000.00
6074
07/18/2024 Bill Payment (Check) Powerex #51331233 Reconciled -$180,218.67 07/18/2024 Bill Payment (Check) Powerex -$180,218.67
6075
07/18/2024 Bill Payment (Check) Leapfrog #0619 Reconciled -$42,382.80 07/18/2024 Bill Payment (Check) Leapfrog -$42,382.80
6076
07/18/2024 Bill Payment (Check) DBG Deaveau Group #327 Reconciled -$6,500.00 07/18/2024 Bill Payment (Check) DBG Deaveau Group -$6,500.00 6077
07/18/2024 Bill Payment (Check) MCE Clean Energy #CCEA-0624 Reconciled -$107,500.00 07/18/2024 Bill Payment (Check) MCE Clean Energy -$107,500.00 6078
07/18/2024 Bill Payment (Check) Resi Station LLC #Multiple Reconciled -$61,801.80 07/18/2024 Bill Payment (Check) Resi Station LLC -$61,801.80 6080
07/29/2024 Bill Payment (Check) Tripepi Smith #12710 Reconciled -$7,648.60 07/29/2024 Bill Payment (Check) Tripepi Smith -$7,648.60 6081
07/29/2024 Bill Payment (Check) Hall Energy Law #2020010937 Reconciled -$9,100.00 07/29/2024 Bill Payment (Check) Hall Energy Law -$9,100.00 6082
07/29/2024 Bill Payment (Check) Lancaster #2401365 Reconciled -$12,023.75 07/29/2024 Bill Payment (Check) Lancaster -$12,023.75
California Choice Energy Authority
Check Detail Report
July 1-December 31, 2024
Accrual Basis Thursday, February 06, 2025 08:45 PM GMTZ 2/9
DATE TRANSACTION TYPE NUM NAME MEMO/DESCRIPTION CLEARED AMOUNT 6083
07/29/2024 Bill Payment (Check) PEA #1327 Reconciled -$160,000.00 07/29/2024 Bill Payment (Check) PEA -$160,000.00
6084
07/29/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt #241910000003289 Reconciled -$314,088.60 07/29/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt -$314,088.60 6085
07/29/2024 Bill Payment (Check) BB&W #22006 Reconciled -$18,144.66 07/29/2024 Bill Payment (Check) BB&W -$18,144.66
6086
07/29/2024 Bill Payment (Check) Maher Accountancy #26085 Reconciled -$20,000.00 07/29/2024 Bill Payment (Check) Maher Accountancy -$20,000.00 6087
07/29/2024 Bill Payment (Check) CalCCA #Multiple Reconciled -$154,592.50 07/29/2024 Bill Payment (Check) CalCCA -$154,592.50
6088
07/29/2024 Bill Payment (Check) PE - Participate Energy #Multiple Reconciled -$693.10 07/29/2024 Bill Payment (Check) PE - Participate Energy -$693.10 6089
07/29/2024 Bill Payment (Check) SYCR #Multiple Reconciled -$6,275.20 07/29/2024 Bill Payment (Check) SYCR -$6,275.20
6213
08/12/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. #Multiple Reconciled -$100,686.85 08/12/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. -$100,686.85 6211
08/14/2024 Bill Payment (Check) omni rancho las palmas resort spa # 08132024 Reconciled -$11,250.00 08/14/2024 Bill Payment (Check) omni rancho las palmas resort spa -$11,250.00 6319
08/16/2024 Expense Bill Reconciled -$165.00
08/16/2024 Expense Bill Bill.com - Aug 24 $165.00
6283
08/19/2024 Bill Payment (Check) Resi Station LLC #Multiple Reconciled -$109,929.60 08/19/2024 Bill Payment (Check) Resi Station LLC -$109,929.60 6284
08/19/2024 Bill Payment (Check) Windstream Operations, LLC #608 Reconciled -$20,880.00 08/19/2024 Bill Payment (Check) Windstream Operations, LLC -$20,880.00 6285
08/19/2024 Bill Payment (Check) Powerex #51336058 Reconciled -$180,218.67 08/19/2024 Bill Payment (Check) Powerex -$180,218.67
6286
08/19/2024 Bill Payment (Check) MCE Clean Energy #CCEA-0724 Reconciled -$215,000.00 08/19/2024 Bill Payment (Check) MCE Clean Energy -$215,000.00 6287
08/19/2024 Bill Payment (Check) Leapfrog #0633 Reconciled -$42,382.80 08/19/2024 Bill Payment (Check) Leapfrog -$42,382.80
6288
08/19/2024 Bill Payment (Check) ES 1B Group 1, LLC #ES1B 07.24 RA Reconciled -$308,000.00 08/19/2024 Bill Payment (Check) ES 1B Group 1, LLC -$308,000.00 6289
08/19/2024 Bill Payment (Check) Santa Paula Energy Storage #Multiple Reconciled -$78,750.00 08/19/2024 Bill Payment (Check) Santa Paula Energy Storage -$78,750.00 6290
08/19/2024 Bill Payment (Check) Nextera #Multiple Reconciled -$126,000.00 08/19/2024 Bill Payment (Check) Nextera -$126,000.00
6291
08/19/2024 Bill Payment (Check) 3 Degrees #Multiple Reconciled -$44,156.25 08/19/2024 Bill Payment (Check) 3 Degrees -$44,156.25
6282
08/20/2024 Bill Payment (Check) OCPA - Orange County Power Authority # 1066 Reconciled -$6,375,000.00 08/20/2024 Bill Payment (Check) OCPA - Orange County Power Authority -$6,375,000.00 California Choice Energy Authority
Check Detail Report
July 1-December 31, 2024
Accrual Basis Thursday, February 06, 2025 08:45 PM GMTZ 3/9
DATE TRANSACTION TYPE NUM NAME MEMO/DESCRIPTION CLEARED AMOUNT 6293
08/28/2024 Bill Payment (Check) Tripepi Smith #12794 Reconciled -$8,135.00 08/28/2024 Bill Payment (Check) Tripepi Smith -$8,135.00 6294
08/28/2024 Bill Payment (Check) PEA #1334 Reconciled -$160,000.00 08/28/2024 Bill Payment (Check) PEA -$160,000.00
6295
08/28/2024 Bill Payment (Check) Maher Accountancy #26138 Reconciled -$20,000.00 08/28/2024 Bill Payment (Check) Maher Accountancy -$20,000.00 6296
08/28/2024 Bill Payment (Check) Hall Energy Law #2020010949 Reconciled -$3,705.00 08/28/2024 Bill Payment (Check) Hall Energy Law -$3,705.00 6297
08/28/2024 Bill Payment (Check) DBG Deaveau Group #381 Reconciled -$6,500.00 08/28/2024 Bill Payment (Check) DBG Deaveau Group -$6,500.00 6298
08/28/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt #242260000004249 Reconciled -$315,337.05 08/28/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt -$315,337.05 6299
08/28/2024 Bill Payment (Check) Lancaster #Multiple Reconciled -$3,283,507.82 08/28/2024 Bill Payment (Check) Lancaster -$3,283,507.82 6300
08/28/2024 Bill Payment (Check) CalCCA #Multiple Reconciled -$12,737.00 08/28/2024 Bill Payment (Check) CalCCA -$12,737.00
6786
08/31/2024 Expense WPONCALL Reconciled -$49.00
08/31/2024 Expense WPONCALL WPONCALL $49.00
6787
09/01/2024 Expense MSFT Reconciled -$92.00
09/01/2024 Expense MSFT Office Subscription $92.00
6788
09/02/2024 Expense Southwest Reconciled -$177.96
09/02/2024 Expense Southwest CD Airfare to Oakland 10/1-2/24 $177.96 6301
09/03/2024 Bill Payment (Check) omni rancho las palmas resort spa # 20240903ESTINV Reconciled -$30,420.62 09/03/2024 Bill Payment (Check) omni rancho las palmas resort spa -$30,420.62 6752
09/03/2024 Expense WPONCALL Reconciled -$49.00
09/03/2024 Expense WPONCALL WPONCALL $49.00
6753
09/03/2024 Expense Southwest Reconciled -$205.96
09/03/2024 Expense Southwest CD-Airfare - Sacramento 8/12-13/24 $205.96 6754
09/03/2024 Expense Olives Reconciled -$107.59
09/03/2024 Expense Olives LE Lunch - Meet New Staff $107.59 6755
09/03/2024 Expense YETI Reconciled -$2,646.00
09/03/2024 Expense YETI Yeti - All Member Mtg Exp $2,646.00 6756
09/03/2024 Expense MSFT Reconciled -$80.00
09/03/2024 Expense MSFT Office Subscription $80.00
6757
09/03/2024 Expense Marriot Reconciled -$266.17
09/03/2024 Expense Marriot CD - Marriot Sacramento 8/12-13/24 $266.17 6758
09/03/2024 Expense Bob Hope Airport Reconciled -$70.00
09/03/2024 Expense Bob Hope Airport CD - Airport Parking Expense $70.00 6759
09/03/2024 Expense Uber Reconciled -$29.91
09/03/2024 Expense Uber CD- Uber Exp $29.91
California Choice Energy Authority
Check Detail Report
July 1-December 31, 2024
Accrual Basis Thursday, February 06, 2025 08:45 PM GMTZ 4/9
DATE TRANSACTION TYPE NUM NAME MEMO/DESCRIPTION CLEARED AMOUNT 6432
09/05/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. #Multiple Reconciled -$105,956.72 09/05/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. -$105,956.72 6504
09/16/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. # 1237 Reconciled -$2,839.18 09/16/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. -$2,839.18 6525
09/17/2024 Expense Bill Reconciled -$165.00
09/17/2024 Expense Bill Bill.com subscription - Sept 2024 $165.00 6477
09/19/2024 Bill Payment (Check) Windstream Operations, LLC #610 Reconciled -$15,900.00 09/19/2024 Bill Payment (Check) Windstream Operations, LLC -$15,900.00 6478
09/19/2024 Bill Payment (Check) Powerex #51341278 Reconciled -$180,218.67 09/19/2024 Bill Payment (Check) Powerex -$180,218.67
6479
09/19/2024 Bill Payment (Check) OCPA - Orange County Power Authority #1070 Reconciled -$5,950,000.00 09/19/2024 Bill Payment (Check) OCPA - Orange County Power Authority -$5,950,000.00 6480
09/19/2024 Bill Payment (Check) Nextera #892671 Reconciled -$126,000.00 09/19/2024 Bill Payment (Check) Nextera -$126,000.00
6481
09/19/2024 Bill Payment (Check) MCE Clean Energy #CCEA-0824 Reconciled -$215,000.00 09/19/2024 Bill Payment (Check) MCE Clean Energy -$215,000.00 6482
09/19/2024 Bill Payment (Check) Leapfrog #0640 Reconciled -$42,382.80 09/19/2024 Bill Payment (Check) Leapfrog -$42,382.80
6483
09/19/2024 Bill Payment (Check) ES 1B Group 1, LLC #ES1B RA 08.24 Reconciled -$308,000.00 09/19/2024 Bill Payment (Check) ES 1B Group 1, LLC -$308,000.00 6484
09/19/2024 Bill Payment (Check) Santa Paula Energy Storage #Multiple Reconciled -$147,000.00 09/19/2024 Bill Payment (Check) Santa Paula Energy Storage -$147,000.00 6485
09/19/2024 Bill Payment (Check) Resi Station LLC #Multiple Reconciled -$216,528.00 09/19/2024 Bill Payment (Check) Resi Station LLC -$216,528.00 6505
09/25/2024 Bill Payment (Check) Tripepi Smith #13081 Reconciled -$23,261.49 09/25/2024 Bill Payment (Check) Tripepi Smith -$23,261.49 6506
09/25/2024 Bill Payment (Check) SYCR #410075 Reconciled -$1,575.00 09/25/2024 Bill Payment (Check) SYCR -$1,575.00
6507
09/25/2024 Bill Payment (Check) PEA #1341 Reconciled -$160,000.00 09/25/2024 Bill Payment (Check) PEA -$160,000.00
6508
09/25/2024 Bill Payment (Check) Maher Accountancy #26180 Reconciled -$20,000.00 09/25/2024 Bill Payment (Check) Maher Accountancy -$20,000.00 6509
09/25/2024 Bill Payment (Check) Lancaster #2500329 Reconciled -$12,023.75 09/25/2024 Bill Payment (Check) Lancaster -$12,023.75
6510
09/25/2024 Bill Payment (Check) Keys & Fox LLP #29508 Reconciled -$2,256.00 09/25/2024 Bill Payment (Check) Keys & Fox LLP -$2,256.00 6511
09/25/2024 Bill Payment (Check) Hall Energy Law #2020010968 Reconciled -$5,200.00 09/25/2024 Bill Payment (Check) Hall Energy Law -$5,200.00 6512
09/25/2024 Bill Payment (Check) DBG Deaveau Group #431 Reconciled -$6,750.00 09/25/2024 Bill Payment (Check) DBG Deaveau Group -$6,750.00 California Choice Energy Authority
Check Detail Report
July 1-December 31, 2024
Accrual Basis Thursday, February 06, 2025 08:45 PM GMTZ 5/9
DATE TRANSACTION TYPE NUM NAME MEMO/DESCRIPTION CLEARED AMOUNT 6513
09/25/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt #242560000005017 Reconciled -$316,330.35 09/25/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt -$316,330.35 6514
09/25/2024 Bill Payment (Check) CalCCA #Multiple Reconciled -$35,679.00 09/25/2024 Bill Payment (Check) CalCCA -$35,679.00
6789
09/30/2024 Expense WPONCALL Reconciled -$49.00
09/30/2024 Expense WPONCALL WPONCALL $49.00
6790
10/02/2024 Expense MSFT Reconciled -$80.00
10/02/2024 Expense MSFT Office Subscription $80.00
6791
10/02/2024 Expense Uber Reconciled -$91.97
10/02/2024 Expense Uber CD-Uber - Oakland $91.97
6794
10/02/2024 Expense Inn at Presidio Reconciled -$490.88
10/02/2024 Expense Inn at Presidio CD-Hotel San Francisco 10/2 $490.88 6795
10/02/2024 Expense Uber Reconciled -$94.88
10/02/2024 Expense Uber CD - Uber San Francisco $94.88
6792
10/06/2024 Expense Docusign Reconciled -$2,760.00
10/06/2024 Expense Docusign Docusign Annual Fee $2,760.00 6793
10/06/2024 Expense Bob Hope Airport Reconciled -$70.00
10/06/2024 Expense Bob Hope Airport CD Airport Pkg $70.00 6728
10/07/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. #Multiple Reconciled -$101,628.98 10/07/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. -$101,628.98 6653
10/10/2024 Bill Payment (Check) Minuteman Press #Multiple Reconciled -$5,629.40 10/10/2024 Bill Payment (Check) Minuteman Press -$5,629.40 6654
10/10/2024 Bill Payment (Check) BB&W #Multiple Reconciled -$46,816.98 10/10/2024 Bill Payment (Check) BB&W -$46,816.98
6655
10/10/2024 Bill Payment (Check) Alliant Insurance Services Inc. #Multiple Reconciled -$11,760.00 10/10/2024 Bill Payment (Check) Alliant Insurance Services Inc. -$11,760.00 6783
10/16/2024 Expense Bill Reconciled -$165.00
10/16/2024 Expense Bill Bill.com - Oct 2024 $165.00
6729
10/17/2024 Bill Payment (Check) Windstream Operations, LLC #613 Reconciled -$16,440.00 10/17/2024 Bill Payment (Check) Windstream Operations, LLC -$16,440.00 6730
10/17/2024 Bill Payment (Check) Tullet Prebon Americas Corp #08609-4579180824-000 Reconciled -$34,000.00 10/17/2024 Bill Payment (Check) Tullet Prebon Americas Corp -$34,000.00 6731
10/17/2024 Bill Payment (Check) Santa Paula Energy Storage #082024PR Reconciled -$10,500.00 10/17/2024 Bill Payment (Check) Santa Paula Energy Storage -$10,500.00 6732
10/17/2024 Bill Payment (Check) Powerex #51347105 Reconciled -$180,218.67 10/17/2024 Bill Payment (Check) Powerex -$180,218.67
6733
10/17/2024 Bill Payment (Check) Nextera #897935 Reconciled -$126,000.00 10/17/2024 Bill Payment (Check) Nextera -$126,000.00
6734
10/17/2024 Bill Payment (Check) MCE Clean Energy #CCEA-0924 Reconciled -$215,000.00 10/17/2024 Bill Payment (Check) MCE Clean Energy -$215,000.00 California Choice Energy Authority
Check Detail Report
July 1-December 31, 2024
Accrual Basis Thursday, February 06, 2025 08:45 PM GMTZ 6/9
DATE TRANSACTION TYPE NUM NAME MEMO/DESCRIPTION CLEARED AMOUNT 6735
10/17/2024 Bill Payment (Check) Leapfrog #0659 Reconciled -$42,382.80 10/17/2024 Bill Payment (Check) Leapfrog -$42,382.80
6736
10/17/2024 Bill Payment (Check) ES 1B Group 1, LLC #ES1B RA 09.24 Reconciled -$308,000.00 10/17/2024 Bill Payment (Check) ES 1B Group 1, LLC -$308,000.00 6737
10/17/2024 Bill Payment (Check) Clean Power Alliance #CCEA-0924 Reconciled -$3,400,000.00 10/17/2024 Bill Payment (Check) Clean Power Alliance -$3,400,000.00 6738
10/17/2024 Bill Payment (Check) Resi Station LLC #Multiple Reconciled -$363,517.20 10/17/2024 Bill Payment (Check) Resi Station LLC -$363,517.20 6769
10/30/2024 Bill Payment (Check) Tripepi Smith #13220 Reconciled -$8,135.05 10/30/2024 Bill Payment (Check) Tripepi Smith -$8,135.05 6770
10/30/2024 Bill Payment (Check) Sentinel Energy Center LLC #202501-SEC-CCEA Reconciled -$1,431,000.00 10/30/2024 Bill Payment (Check) Sentinel Energy Center LLC -$1,431,000.00 6771
10/30/2024 Bill Payment (Check) PEA #1348 Reconciled -$160,000.00 10/30/2024 Bill Payment (Check) PEA -$160,000.00
6772
10/30/2024 Bill Payment (Check) Maher Accountancy #26305 Reconciled -$20,000.00 10/30/2024 Bill Payment (Check) Maher Accountancy -$20,000.00 6773
10/30/2024 Bill Payment (Check) Lancaster #2500501 Reconciled -$12,023.75 10/30/2024 Bill Payment (Check) Lancaster -$12,023.75
6774
10/30/2024 Bill Payment (Check) Keys & Fox LLP #29564 Reconciled -$3,482.00 10/30/2024 Bill Payment (Check) Keys & Fox LLP -$3,482.00 6775
10/30/2024 Bill Payment (Check) Hall Energy Law #2020010971 Reconciled -$7,865.00 10/30/2024 Bill Payment (Check) Hall Energy Law -$7,865.00 6776
10/30/2024 Bill Payment (Check) DBG Deaveau Group #481 Reconciled -$6,500.00 10/30/2024 Bill Payment (Check) DBG Deaveau Group -$6,500.00 6777
10/30/2024 Bill Payment (Check) CliftonLarsonAllen LLP #L241669827 Reconciled -$1,890.00 10/30/2024 Bill Payment (Check) CliftonLarsonAllen LLP -$1,890.00 6778
10/30/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt #242830000005656 Reconciled -$315,796.95 10/30/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt -$315,796.95 6779
10/30/2024 Bill Payment (Check) CalCCA #2679 Reconciled -$147,392.50 10/30/2024 Bill Payment (Check) CalCCA -$147,392.50
6780
10/30/2024 Bill Payment (Check) BB&W #22194 Reconciled -$16,807.90 10/30/2024 Bill Payment (Check) BB&W -$16,807.90
6815
11/04/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. #Multiple Reconciled -$101,545.46 11/04/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. -$101,545.46 7162
11/15/2024 Expense WPONCALL Reconciled -$49.00
11/15/2024 Expense WPONCALL WP OnCall $49.00
7163
11/15/2024 Expense MSFT Reconciled -$80.00
11/15/2024 Expense MSFT Microsoft Office $24.00
11/15/2024 Expense MSFT Microsoft Office $56.00
7161
11/18/2024 Expense Bill Reconciled -$165.00
11/18/2024 Expense Bill Bill.com - Nov $165.00
California Choice Energy Authority
Check Detail Report
July 1-December 31, 2024
Accrual Basis Thursday, February 06, 2025 08:45 PM GMTZ 7/9
DATE TRANSACTION TYPE NUM NAME MEMO/DESCRIPTION CLEARED AMOUNT 6935
11/19/2024 Bill Payment (Check) Windstream Operations, LLC #615 Reconciled -$15,240.00 11/19/2024 Bill Payment (Check) Windstream Operations, LLC -$15,240.00 6936
11/19/2024 Bill Payment (Check) Sentinel Energy Center LLC #202502-SEC-CCEA Reconciled -$232,500.00 11/19/2024 Bill Payment (Check) Sentinel Energy Center LLC -$232,500.00 6937
11/19/2024 Bill Payment (Check) Powerex #51353689 Reconciled -$180,218.67 11/19/2024 Bill Payment (Check) Powerex -$180,218.67
6938
11/19/2024 Bill Payment (Check) MCE Clean Energy #CCEA-1024 Reconciled -$174,000.00 11/19/2024 Bill Payment (Check) MCE Clean Energy -$174,000.00 6939
11/19/2024 Bill Payment (Check) Leapfrog #0666 Reconciled -$23,353.00 11/19/2024 Bill Payment (Check) Leapfrog -$23,353.00
6940
11/19/2024 Bill Payment (Check) ES 1B Group 1, LLC #ES1B RA 10.24 Reconciled -$308,000.00 11/19/2024 Bill Payment (Check) ES 1B Group 1, LLC -$308,000.00 6941
11/19/2024 Bill Payment (Check) CleanPowerSF #CPSF11524 Reconciled -$2,250,000.00 11/19/2024 Bill Payment (Check) CleanPowerSF -$2,250,000.00 6942
11/19/2024 Bill Payment (Check) Resi Station LLC #Multiple Reconciled -$65,598.00 11/19/2024 Bill Payment (Check) Resi Station LLC -$65,598.00 6958
11/26/2024 Bill Payment (Check) Tripepi Smith #13455 Reconciled -$8,825.30 11/26/2024 Bill Payment (Check) Tripepi Smith -$8,825.30 6959
11/26/2024 Bill Payment (Check) SYCR #412012 Reconciled -$1,400.00 11/26/2024 Bill Payment (Check) SYCR -$1,400.00
6960
11/26/2024 Bill Payment (Check) SYCR #412984 Reconciled -$360.00 11/26/2024 Bill Payment (Check) SYCR -$360.00
6961
11/26/2024 Bill Payment (Check) Pomona - PCE #2025005POM Reconciled -$824,533.92 11/26/2024 Bill Payment (Check) Pomona - PCE -$824,533.92 6962
11/26/2024 Bill Payment (Check) PEA #1360 Reconciled -$160,000.00 11/26/2024 Bill Payment (Check) PEA -$160,000.00
6963
11/26/2024 Bill Payment (Check) Maher Accountancy #26392 Reconciled -$20,000.00 11/26/2024 Bill Payment (Check) Maher Accountancy -$20,000.00 6964
11/26/2024 Bill Payment (Check) Lancaster #2500590 Reconciled -$12,023.75 11/26/2024 Bill Payment (Check) Lancaster -$12,023.75
6965
11/26/2024 Bill Payment (Check) DBG Deaveau Group #530 Reconciled -$6,500.00 11/26/2024 Bill Payment (Check) DBG Deaveau Group -$6,500.00 6966
11/26/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt #243170000006490 Reconciled -$326,173.40 11/26/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt -$326,173.40 6967
11/26/2024 Bill Payment (Check) BB&W #22254 Reconciled -$11,645.00 11/26/2024 Bill Payment (Check) BB&W -$11,645.00
6968
11/26/2024 Bill Payment (Check) California Public Utilities Commission #Multiple Reconciled -$111,888.00 11/26/2024 Bill Payment (Check) California Public Utilities Commission -$111,888.00 7160
11/26/2024 Bill Payment (Check) 574 Hall Energy Law Reconciled -$9,620.00 11/26/2024 Bill Payment (Check) 574 Hall Energy Law -$9,620.00 California Choice Energy Authority
Check Detail Report
July 1-December 31, 2024
Accrual Basis Thursday, February 06, 2025 08:45 PM GMTZ 8/9
DATE TRANSACTION TYPE NUM NAME MEMO/DESCRIPTION CLEARED AMOUNT 7417
11/26/2024 Expense GFOA Reconciled -$160.00
11/26/2024 Expense GFOA GFOA Annual Membership - TH $160.00 7415
12/01/2024 Expense WPONCALL Reconciled -$49.00
12/01/2024 Expense WPONCALL Website Maint $49.00
7416
12/02/2024 Expense MSFT Reconciled -$80.00
12/02/2024 Expense MSFT Microsoft Suite - Dec 2025 $80.00 7100
12/04/2024 Bill Payment (Check) California Public Utilities Commission # E-4195-0188 Reconciled -$60,384.00 12/04/2024 Bill Payment (Check) California Public Utilities Commission -$60,384.00 7102
12/04/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. #Multiple Reconciled -$100,348.50 12/04/2024 Bill Payment (Check) Bayshore Consulting Group, Inc. -$100,348.50 7101
12/06/2024 Bill Payment (Check) California Public Utilities Commission #Multiple Reconciled -$9,000.00 12/06/2024 Bill Payment (Check) California Public Utilities Commission -$9,000.00 7166
12/06/2024 Expense Bill Reconciled -$165.00
12/06/2024 Expense Bill Bill.com - Dec $165.00
7132
12/19/2024 Bill Payment (Check) Windstream Operations, LLC #617 Reconciled -$20,520.00 12/19/2024 Bill Payment (Check) Windstream Operations, LLC -$20,520.00 7133
12/19/2024 Bill Payment (Check) Sentinel Energy Center LLC #202503-SEC-CCEA Reconciled -$232,500.00 12/19/2024 Bill Payment (Check) Sentinel Energy Center LLC -$232,500.00 7134
12/19/2024 Bill Payment (Check) Powerex #51359351 Reconciled -$135,640.50 12/19/2024 Bill Payment (Check) Powerex -$135,640.50
7135
12/19/2024 Bill Payment (Check) Nextera #910481 Reconciled -$126,000.00 12/19/2024 Bill Payment (Check) Nextera -$126,000.00
7136
12/19/2024 Bill Payment (Check) MCE Clean Energy #CCEA-1124 Reconciled -$107,500.00 12/19/2024 Bill Payment (Check) MCE Clean Energy -$107,500.00 7137
12/19/2024 Bill Payment (Check) Leapfrog #0675 Reconciled -$23,353.00 12/19/2024 Bill Payment (Check) Leapfrog -$23,353.00
7138
12/19/2024 Bill Payment (Check) ES 1B Group 1, LLC #ES1B RA 11.24 Reconciled -$308,000.00 12/19/2024 Bill Payment (Check) ES 1B Group 1, LLC -$308,000.00 7139
12/19/2024 Bill Payment (Check) Resi Station LLC #Multiple Reconciled -$11,382.00 12/19/2024 Bill Payment (Check) Resi Station LLC -$11,382.00 7187
12/19/2024 Bill Payment (Check) California Public Utilities Commission # E-4195-0191 Reconciled -$1,500.00 12/19/2024 Bill Payment (Check) California Public Utilities Commission -$1,500.00 7149
12/30/2024 Bill Payment (Check) Tripepi Smith #13651 Reconciled -$8,330.00 12/30/2024 Bill Payment (Check) Tripepi Smith -$8,330.00 7150
12/30/2024 Bill Payment (Check) PEA #1364 Reconciled -$148,000.00 12/30/2024 Bill Payment (Check) PEA -$148,000.00
7151
12/30/2024 Bill Payment (Check) Maher Accountancy #26445 Reconciled -$20,600.00 12/30/2024 Bill Payment (Check) Maher Accountancy -$20,600.00 7152
12/30/2024 Bill Payment (Check) Lancaster #2500917 Reconciled -$12,023.75 12/30/2024 Bill Payment (Check) Lancaster -$12,023.75
California Choice Energy Authority
Check Detail Report
July 1-December 31, 2024
Accrual Basis Thursday, February 06, 2025 08:45 PM GMTZ 9/9
DATE TRANSACTION TYPE NUM NAME MEMO/DESCRIPTION CLEARED AMOUNT 7153
12/30/2024 Bill Payment (Check) Hall Energy Law #2020011003 Reconciled -$8,125.00 12/30/2024 Bill Payment (Check) Hall Energy Law -$8,125.00 7154
12/30/2024 Bill Payment (Check) Hall Energy Law #2020011005 Reconciled -$6,045.00 12/30/2024 Bill Payment (Check) Hall Energy Law -$6,045.00 7155
12/30/2024 Bill Payment (Check) DBG Deaveau Group #582 Reconciled -$6,750.00 12/30/2024 Bill Payment (Check) DBG Deaveau Group -$6,750.00 7156
12/30/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt #243460000007258 Reconciled -$325,609.55 12/30/2024 Bill Payment (Check) Calpine Energy Solutions - Data Mgmt -$325,609.55 7157
12/30/2024 Bill Payment (Check) CalCCA #2715 Reconciled -$12,054.00 12/30/2024 Bill Payment (Check) CalCCA -$12,054.00
7158
12/30/2024 Bill Payment (Check) BB&W #22319 Reconciled -$14,350.69 12/30/2024 Bill Payment (Check) BB&W -$14,350.69
7159
12/30/2024 Bill Payment (Check) Keys & Fox LLP #Multiple Reconciled -$2,630.00 12/30/2024 Bill Payment (Check) Keys & Fox LLP -$2,630.00
STAFF REPORT
California Choice Energy Authority
2/18/24
JC
Date: February 18, 2025
To: Chairman Harris and Authority Members
From: Barbara Boswell, Treasurer
Item 3: Receive and File California Choice Energy Authority Audited Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2024 Recommendation:
Receive and file California Choice Energy Authority Audited Annual Comprehensive Financial Report (ACFR) for the fiscal year ended June 30, 2024.
Fiscal Impact:
There is no fiscal impact to California Choice Energy Authority (CalChoice).
Background:
CalChoice engaged the services of CliftonLarsonAllen LLP to perform the audit of the financial report for the period July 1, 2023 through June 30, 2024. The goal of the independent audit is to provide reasonable assurance that the financial statements of CalChoice for the fiscal year are free of material misstatement. As part of CalChoice’s annual audit, reviews are made to determine the adequacy of the internal control structure as well as to determine that CalChoice has complied with applicable laws and regulations. The Statement of Auditing Standards (SAS) No. 115, Communication of Internal Control Related Matters Identified in an Audit received from the auditor states that there were no material instances of noncompliance, no material weaknesses in internal controls, and no reportable conditions. The Report to the Board of Directors, SAS No. 114 (Attachment B), indicates there were no items of concern to report.
The independent auditor concluded there was a basis for rendering an unmodified opinion and CalChoice’s financial statements are fairly presented in conformity with Generally Accepted Accounting Principles (GAAP). The independent auditor’s report is presented as the first component of the financial section of this Report.
Staff is pleased to inform the Board that the ACFR for the fiscal year ending June 30, 2023 CalChoice received the Certificate of Achievement in Financial Reporting from the Government Finance Officers Association (GFOA) and we will be submitting the June 30, 2024 ACFR to GFOA for consideration.
Item 3
ACFR June 30,2024
2 Attachment:
Attachment A - California Choice Energy Authority Audited Annual Comprehensive Financial Report as of June 30, 2024
Attachment B – Governance Communications Letter from CliftonLarsonAllen LLP Attachment C – Independent Auditors’ Report on Internal Control Over Financial Reporting and on Compliance and Other Matters
Item 3 Attachment A
CALIFORNIA CHOICE ENERGY AUTHORITY
LANCASTER, CALIFORNIA
FINANCIAL STATEMENTS AND
SUPPLEMENTARY INFORMATION
YEAR ENDED JUNE 30, 2024
PREPARED BY THE FINANCE DEPARTMENT
CALIFORNIA CHOICE ENERGY AUTHORITY
TABLE OF CONTENTS
YEAR ENDED JUNE 30, 2024
INTRODUCTORY SECTION
LETTER OF TRANSMITTAL I
ORGANIZATIONAL CHART V
AUTHORITY OFFICIALS AND STAFF VI
CERTIFICATE OF ACHIEVEMENT VII
FINANCIAL SECTION
INDEPENDENT AUDITORS’ REPORT 1
MANAGEMENT’S DISCUSSION AND ANALYSIS 4
BASIC FINANCIAL STATEMENTS
STATEMENT OF NET POSITION 8
STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION 9 STATEMENT OF CASH FLOWS 10
NOTES TO BASIC FINANCIAL STATEMENTS 11
STATISTICAL SECTION
NET POSITION BY COMPONENT 15
CHANGES IN NET POSITION BY COMPONENT 16
POWER SUPPLY COSTS BY MEMBER CCA 17
NUMBER OF CUSTOMER ACCOUNTS BY MEMBER CCA 18
44933 Fern Avenue | Lancaster, CA 93534 | 1(888) 639-2411 | CaliforniaChoiceEnergyAuthority.com Apple Valley Choice Energy | Lancaster Energy | Energy for Palmdale’s Independent Choice | Pico Rivera Innovative Municipal Energy | Pomona Choice Energy | Rancho Mirage Energy Authority | San Jacinto Power | Santa Barbara Clean Energy
December 12, 2024
Honorable Chair and Members of the Board of Directors
and Members of California Choice Energy Authority
We are pleased to present to you the Annual Comprehensive Financial Report (ACFR) of the California Choice Energy Authority (CalChoice) for the fiscal year ending June 30, 2024. This report has been prepared by and all responsibility for the accuracy and completeness of the presentation, including all disclosures, rests with CalChoice staff. This report encompasses a detailed overview of the Authority's Member Agencies’ financial position and activities during the fiscal year.
To provide a reasonable basis for making representations about the financial statements, CalChoice has established a comprehensive internal control framework. This framework is designed to protect the assets of the Authority’s Member Agencies from loss, theft, or misuse, and to compile sufficient reliable information for the preparation of CalChoice’s financial statements.
It is important to acknowledge that internal control systems have inherent limitations. Because the cost of a control should not exceed its expected benefit, internal controls are designed to provide reasonable, rather than absolute, assurance that the financial statements are free of material misstatement. This means that while CalChoice strives for accuracy and completeness in its financial reporting, there is always a possibility that some errors or omissions may occur.
CalChoice is committed to transparency and accountability in all its financial dealings. This report is a testament to that commitment, providing a comprehensive and clear account of our financial status, including our assets, liabilities, revenues, expenditures, and investments. It is designed to provide our stakeholders, including our member agencies, customers, and the general public, with a complete and accurate picture of our financial health and stability.
The ACFR is organized into three sections: the Introductory Section, the Financial Section, and the Statistical Section.
The Introductory Section includes this transmittal letter, the Authority's organizational chart, and a list of principal officials.
The Financial Section includes the independent auditor's report, management's discussion and analysis, basic financial statements, required supplementary information, and combining and individual fund financial statements and schedules.
The Statistical Section includes selected financial and demographic information, presented on a multi-year basis.
For a comprehensive analysis of the Authority's financial performance, we encourage readers to refer to Management's Discussion and Analysis in the Financial Section. (i)
In 2012, Lancaster City Council adopted Resolution 12-59, forming the California Clean Energy Authority (“Authority”), a Joint Powers Agreement (“JPA”) with the City of San Jacinto with the purpose of expanding solar partnerships and designating the City of Lancaster City Council to serve the Authority Board.
In March of 2017, Lancaster City Council adopted Resolution No. 02-17, adopting the first amendment to the JPA Agreement. The amendment changed the name of the JPA to California Choice Energy Authority to better reflect the Authority’s purpose.
The Authority currently has eight associate members (“Members”):
• The City of Lancaster (Lancaster Energy)
• City of San Jacinto (San Jacinto Power)
• City of Pico Rivera (Pico Rivera Innovative Municipal Energy) • City of Ranch Mirage (Rancho Mirage Energy Authority) • Town of Apple Valley (Apple Valley Choice Energy)
• City of Pomona (Pomona Choice Energy)
• City of Santa Barbara (Santa Barbara Clean Energy)
• City of Palmdale (Energy for Palmdale’s Independent Choice) On January 9, 2024, the Lancaster City Council approved a Second Amendment to the JPA changing the composition of the Board to include the City Manager, or designee of each member agency. This action acknowledged the evolution of the Authority and its member agency CCAs maturity and provides a Board that represents the member agencies more effectively.
The Second Amendment establishes the composition of the Board of Directors to be composed of representatives of each member agency, one (1) board member and not more than two alternate board members to be appointed by the City Manager of the member agency. This action culminated with the appointment of California Choice Energy Authority Board comprised of representatives from member agencies at its May 21, 2024, Board meeting.
This ACFR incorporates all Authority funds, including the separate Member Agencies under the direction of the Authority Board. CalChoice offers Member Agencies numerous benefits, all focused towards supporting operations of their Community Choice Aggregation (CCA) programs which acquire power on behalf of their citizenry. These benefits include the promotion of greater renewable energy use, control over local energy rates, local energy efficiency programming, and encouraging local job creation.
The Authority provides a broad range of services associated with CCA operational support on behalf of its Member Agencies and their customers. These services include:
Program Implementation - Development and implementation of CCA technical, regulatory, and operational support programs benefiting our Member Agencies and their customers including:
o Energy Efficiency Direct Install "Elect to Administer" Program: This new program will provide an estimated $2 million in funding per year to help the joint CCAs implement energy efficiency upgrades over a 3-year program period. CalChoice is currently developing a list of potential measures and services, meeting with third-party implementers, and working with SCE to finalize our proposed funding determination. (ii)
The next steps include presenting the program findings to the CalChoice Board for approval, filing an Advice Letter to the CPUC for program and request for funding approval, and (once approved) releasing an RFP for a third-party implementer to help market, deploy, and manage the program.
o Demand Response Programs: CalChoice is developing Demand Response Programs to complement and leverage existing programs deploying Distributed Energy Resources (DERs), including solar, battery storage, smart thermostats, and EV chargers. The program will provide grid resilience benefits and load reduction for the CCAs. Three offerings are being explored via an RFP process: Behavioral, Automatic Demand Response, and Critical Peak Pricing Rates. Benefits include customer incentives for participation, and CCAs achieve load reduction during “called events” which may help avoid market exposure during extreme weather.
o Power Choice Program– This Distributed Microgrids program has been designed to allow community choice aggregators to capture the revenue and supply created by behind the meter residential solar plus storage. Residential customers who elect to participate in the program will be eligible to have Tesla install solar panels connected to a Powerwall home battery with no credit qualification necessary and zero upfront cost. Regulatory and Legislative Advocacy – Representation of its members' interests at the state and local level, advocating for policies and regulations that support the growth and success of CCA programs.
Power Procurement – Assistance with ensuring its members can secure reliable and cost-effective energy supply from a variety of sources, including renewable and clean energy. Risk Management - Risk management services to help its members navigate the uncertainties and complexities of the energy market.
Financial Services – Expertise in areas including budgeting, financial planning, and reporting to ensure the financial sustainability of its members' CCA programs. Customer Services – Support to Member Agencies including billing, customer inquiries, and dispute resolution.
Community Outreach and Marketing – Assistance in promoting the CCA program to the community, educating the public about the benefits of the program, and encouraging participation.
Operational Support – Encompasses a range of operational support services, including data management, compliance reporting, and program administration.
CliftonLarsonAllen, LLP, a Certified Public Accountant firm selected by the City Council and CalChoice Board to perform the audit of the financial statements for the fiscal year ended June 30, 2024, has audited authority’s financial statements. The goal of the independent audit was to provide reasonable assurance that the financial statements of the authority are free from material misstatement. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures (iii)
(iv)
(v)
(vi)
CALIFORNIA CHOICE ENERGY AUTHORITY
BOARD MEMBERS
George N. Harris II City of Lancaster Chair
Alelia Parenteau City of Santa Barbara Vice Chair
Janelle Samson City of Palmdale Board Member
Steve Carmona City of Pico Rivera Board Member
Chris Diggs City of Pomona Board Member
Jessica Pulliam City of Rancho Mirage Board Member
Thomas Prill City of San Jacinto Board Member
Douglas B. Robertson Town of Apple Valley Board Member
CALCHOICE STAFF
Jason Caudle Executive Director
Barbara Boswell Treasurer
Cathy DeFalco General Manager
Tammie Holladay Accounting Manager
Kathy Wells Energy Programs Manager
Kevin Tonoian Procurement and Regulatory Compliance Analyst Susan Caputo Board Secretary
(vii)
CLA (CliftonLarsonAllen LLP) is an independent network member of CLA Global. See CLAglobal.com/disclaimer.
CliftonLarsonAllen LLP
CLAconnect.com
(1)
INDEPENDENT AUDITORS’ REPORT
Board of Directors
California Choice Energy Authority
Lancaster, California
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of the California Choice Energy Authority (the Authority), as of and for the year ended June 30, 2024, and the related notes to the financial statements, which collectively comprise the Authority’s basic financial statements as listed in the table of contents.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Authority as of June 30, 2024, and the changes in financial position and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Authority and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Authority’s ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter.
Board of Directors
California Choice Energy Authority
(2)
Auditors’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS and Government Auditing Standards, we:
Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Authority’s internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Authority’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
Board of Directors
California Choice Energy Authority
(3)
Required Supplementary Information
Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis be presented to supplement the basic financial statements.
Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the required supplementary information in accordance with generally accepted auditing standards (GAAS), which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.
Other Information
Management is responsible for the other information included in the annual report. The other information comprises the introductory and statistical sections but does not include the basic financial statements and our auditors’ report thereon. Our opinion on the basic financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon.
In connection with our audit of the basic financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report.
Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 12, 2024 on our consideration of the Authority’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness on the Authority’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Authority’s internal control over financial reporting and compliance.
CliftonLarsonAllen LLP
Irvine, California
December 12, 2024
CALIFORNIA CHOICE ENERGY AUTHORITY
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED JUNE 30, 2024
(4)
The information presented in the Management’s Discussion and Analysis is intended to provide a narrative overview of the California Choice Energy Authority’s (the Authority) financial activities as of and for the fiscal year ended June 30, 2024. Please consider this information in conjunction with the accompanying basic financial statements.
Financial Highlights
The assets of the Authority exceeded its liabilities at the close of fiscal year June 30, 2024, by $1,507,510 (net position).
The Authority’s total net position increased by $497,559 in fiscal year 2023-24.
Overview of the Basic Financial Statements
This discussion and analysis is intended to serve as an introduction to the Authority’s financial statements. The Authority’s financial statements are composed of two components: (1) financial statements and (2) notes to basic financial statements.
Authority-wide Financial Statements
Statement of Net Position: The statement of net position includes all assets and liabilities. Assets and liabilities are reported at their book value, on an accrual basis, as of the statement date.
Statement of Revenues, Expenses, and Changes in Net Position: The statement of revenues, expenses, and changes in net position presents the revenues earned and expenses incurred during the year on an accrual basis.
Statement of Cash Flows: The statement of cash flows presents the inflows and outflows of cash for the year. The statement is prepared using the direct method of cash flows and therefore presents gross rather than net amounts for the year’s activities.
The notes to basic financial statements provide additional information that is essential to a full understanding of the data provided in the Authority’s financial statements. The notes to basic financial statements can be found on pages 11-14 of this report.
CALIFORNIA CHOICE ENERGY AUTHORITY
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED JUNE 30, 2024
(5)
Financial Analysis
Summary of Net Position
June 30, 2024 and 2023
2024 2023 Change
Assets:
Current assets $ 8,590,521 $ 5,437,447 $ 3,153,074
Total assets 8,590,521 5,437,447 3,153,074
Liabilities:
Current liabilities 4,645,961 2,340,446 2,305,515
Noncurrent liabilities 2,437,050 2,087,050 350,000
Total Liabilities 7,083,011 4,427,496 2,655,515
Net Position:
Unrestricted 1,507,510 1,009,951 497,559
Net position $ 1,507,510 $ 1,009,951 $ 497,559
As noted earlier, net position may serve over time as a useful indicator of the Authority’s financial position. In the case of the Authority, assets exceeded liabilities by $1,507,510 at June 30, 2024.
Current assets increased due to an increase in cash of $3,228,081, as well as a $623,000 increase in Due from Other Governments for sales of energy delivered but not yet paid. Liabilities increased by $2,948,176 in Accounts Payable primarily due to amount due to the accrual of large energy invoices.
Summary of Changes in Net Position
Years ended June 30, 2024 and 2023
2024 2023 Change
Operating revenues $ 8,649,258 $ 8,015,547 $ 633,711
Operating expenses (8,151,699) (7,517,372) (634,327)
Operating income (loss) 497,559 498,175 (616)
Change in net position 497,559 498,175 (616)
Net position, beginning of year 1,009,951 511,776 498,175 Net position, end of year $ 1,507,510 $ 1,009,951 $ 497,559
CALIFORNIA CHOICE ENERGY AUTHORITY
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED JUNE 30, 2024
(6)
Operating revenues increased due to the successful first full year of a new Community Choice Aggregate member, Energy for Palmdale’s Independent Choice (EPIC). Although EPIC officially launched in the prior fiscal year, 2023-24 marked their first complete year serving residential and commercial customers.
Operating expenses of $8,151,699 shown on the statement of revenues, expenses, and changes in net position consist of the following:
2024 2023
Professional Svcs - Members $ 6,555,696 $ 5,845,505
Professional Svcs - Admin 1,427,629 1,457,070
Insurance Premiums 15,090 49,441
Miscellaneous 153,284 165,356
Total $ 8,151,699 $ 7,517,372
Operating expenses increased by $634,327, primarily in the category of Professional Svcs – Members, due to the additional services provided to the new member.
Expense Budget to Actuals
Budget Actuals Variance
Professional Svcs - Members $7,301,343 $6,555,696 $745,647 Professional Svcs – Admin 2,525,394 1,427,629 1,097,765 Insurance Premiums 50,000 15,090 34,910
Miscellaneous 222,770 153,284 69,486
Total $10,099,507 $8,151,699 $1,947,808
Actual expenditures were less than budget by $1,947,808, primarily in the category of Professional Svcs – Admin. The budget included expenditures for a project for DAC-GT (Disadvantaged Communities - Green Tariff) that did not progress as anticipated. The budget for this program was $780,000, with actual expenditures of $59,000. It is expected there will be further movement on this project in FY 2024-25.
Next Year’s Budget
A change has been made to the budget methodology for fiscal year 2024-2025 and forward. All pass-through charges have been excluded from the expense and revenue sections of the budget since these items do not belong to CalChoice. This includes all Professional Services and energy purchases passed through to and reimbursed by members.
CALIFORNIA CHOICE ENERGY AUTHORITY
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED JUNE 30, 2024
(7)
For FY 2024-25 Services - Admin is the most significant expense for CalChoice at $2,220,357 (79%) of the total budgeted expense of $2,798,164. The project for DAC-GT (Disadvantaged Communities - Green Tariff) makes up the remaining expense budget of $577,807.
Request for Information
This financial report is designed to provide a general overview of the Authority’s finances for all those with an interest in the Authority’s finances. Questions concerning any of the information provided in this report or request for additional financial information should be addressed to the California Choice Energy Authority, 44933 Fern Ave, Lancaster, CA 93534.
CALIFORNIA CHOICE ENERGY AUTHORITY
STATEMENT OF NET POSITION
JUNE 30, 2024
See accompanying Notes to Basic Financial Statements.
(8)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 7,754,636
Accounts Receivable 190,144
Due from Other Governments 623,000
Prepaid Items 22,741
Total Assets $ 8,590,521
LIABILITIES AND NET POSITION
CURRENT LIABILITIES
Accounts Payable $ 3,524,771
Due to Other Governments 283,713
Unearned Revenue 837,477
Total Current Liabilities 4,645,961
LONG-TERM LIABILITIES
Supplier Deposits 2,437,050
Total Long-Term Liabilities 2,437,050
Total Liabilities 7,083,011
NET POSITION
Unrestricted 1,507,510
Total Net Position 1,507,510
Total Liabilities and Net Position $ 8,590,521
CALIFORNIA CHOICE ENERGY AUTHORITY
STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION YEAR ENDED JUNE 30, 2024
See accompanying Notes to Basic Financial Statements.
(9)
OPERATING REVENUES
Sales and Service Charges $ 8,649,258
Total Operating Revenues 8,649,258
OPERATING EXPENSES
Professional Services - Members 6,555,696
Professional Services - Administration 1,427,629
Insurance Premiums 15,090
Miscellaneous 153,284
Total Operating Expenses 8,151,699
OPERATING INCOME 497,559
CHANGE IN NET POSITION 497,559
Net Position - Beginning of Year 1,009,951
NET POSITION - END OF YEAR $ 1,507,510
CALIFORNIA CHOICE ENERGY AUTHORITY
STATEMENT OF CASH FLOWS
YEAR ENDED JUNE 30, 2024
See accompanying Notes to Basic Financial Statements.
(10)
CASH FLOWS FROM OPERATING ACTIVITIES
Cash Received from Customers and Users 8,443,168 $
Cash Paid to Suppliers for Goods and Services (5,215,087) Net Cash Provided by Operating Activities 3,228,081
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,228,081
Cash and Cash Equivalents - Beginning of Year 4,526,555 CASH AND CASH EQUIVALENTS - END OF YEAR $ 7,754,636
RECONCILIATION OF OPERATING INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
Operating Income $ 497,559
Adjustments to Reconcile Operating Income to Net Cash
Provided by Operating Activities:
(Increase) Decrease in Assets:
Accounts Receivable 693,413
Prepaid Items 4,594
Increase (Decrease) in Liabilities:
Accounts Payable 2,948,176
Due to City of Lancaster (910,811)
Due to Other Governments (16,158)
Unearned Revenue 284,308
Supplier Deposit 350,000
Total Adjustments 2,730,522
Net Cash Provided by Operating Activities $ 3,228,081
CALIFORNIA CHOICE ENERGY AUTHORITY
NOTES TO BASIC FINANCIAL STATEMENTS
JUNE 30, 2024
(11)
NOTE 1 NATURE OF ORGANIZATION
The financial statements are intended to reflect the financial position and changes in the financial position attributable to the California Choice Energy Authority (the Authority).
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of the Reporting Entity
The Authority was formed on March 28, 2017 is governed by an eight member Board made up of members of the JPA. The Authority was formed to help member cities in Southern California Edison territory to participate in community choice aggregation (CCA) without having to sacrifice control often associated with joint power authorities or taking on the significant liability for a single entity community choice aggregation. Each associate City’s Council would set rates for their City, purchase their energy and contract their CCA services through existing Authority contracts which helps keep costs low and maximize revenues for each associate member. Associate members assume only those responsibilities with which their councils and staff are most comfortable and capable of handling. The Authority handles the procurement, regulatory and compliance and billing and data management for associate members.
Basis of Presentation
The Authority operates as an enterprise fund. An enterprise fund is a proprietary type fund used to account for operations (a) that are financed and operated in a manner similar to private business enterprises – where the intent of the governing body is that the costs (expenses, including depreciation) of providing goods or services to the member agencies on a continuing basis be financed or recovered primarily through user charges; or (b) where the governing body has decided that periodic determination of revenues earned, expenses incurred, and/or net income is appropriate for capital maintenance, public policy, management control, accountability, or other purposes.
Measurement Focus, Basis of Accounting, and Financial Statement Presentation Measurement focus is a term used to describe which transactions are recorded within the various financial statements. Basis of accounting refers to when transactions are recorded regardless of the measurement focus applied. The accompanying financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Under the economic measurement focus, all assets, deferred outflows of resources, liabilities, and deferred inflows of resources (whether current or noncurrent) associated with these activities are included on the statement of net position. The statement of revenues, expenses, and changes in net position present increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows.
Cash and Cash Equivalents
The Authority’s cash and cash equivalents are considered to be cash on hand, demand deposits, and short-term investments with original maturities of three months or less from the date of acquisition.
CALIFORNIA CHOICE ENERGY AUTHORITY
NOTES TO BASIC FINANCIAL STATEMENTS
JUNE 30, 2024
(12)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounts Receivables
The Authority’s receivables consists of funds due from other governments and CalChoice members for services and products provided.
Prepaid Items
Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items. The consumption method of accounting is used for prepaid items.
Supplier Deposits
The Authority receives deposits from energy providers for projects under construction to secure energy and resource adequacy in advance. Once the project is operational, the Authority will return the deposit.
Unearned Revenue
The Authority has unearned revenues for payments that were received in advance from customers for the subsequent period. The Authority will recognize revenue for advance customer payments in the service period in which the revenue is earned.
Net Position Assumptions
Sometimes the Authority will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calculate the amounts to report as restricted – net position and unrestricted – net position in the financial statements, a flow assumption must be made about the order in which the resources are considered to be applied.
It is the Authority’s policy to consider restricted – net position to have been depleted before unrestricted – net position is applied.
Estimates
The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets, deferred outflows of resources, liabilities and deferred inflows of resources at the reporting date. Accordingly, actual results could differ from those estimates.
Operating Revenues and Expenses
Operating revenues, such as sales and service charges result from exchange transactions associated with the principal activity of the Authority. Operating expenses include the professional services, insurance premiums and other operating expenses. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses.
CALIFORNIA CHOICE ENERGY AUTHORITY
NOTES TO BASIC FINANCIAL STATEMENTS
JUNE 30, 2024
(13)
NOTE 3 CASH AND INVESTMENTS
At June 30, 2024, cash and cash equivalents of $7,754,636 consist of an operating checking account and interest-earning checking account.
Investments Authorized by the California Government Code The California Government Code authorizes the Authority to invest in certain types of investments. The table below identifies these investment types and the related maximum percentages by the California Government Code. The table also identifies certain provisions of the California Government Code that address interest rate risk and concentration of credit risk.
Maximum Maximum
Maximum Percentage Investment in
Authorized Investment Type Maturity of Portfolio One Issuer U.S. Treasury Securities None None None
U.S. Government-Sponsored Agency
Securities None None None
Certificates of Deposit None None None
Money Market Mutual Funds N/A None 10%
Local Agency Investment Fund None None $75,000,000
Custodial Credit Risk
Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The California Government Code and the Authority’s investment policy do not contain legal or policy requirements that would limit the exposure to custodial credit risk other than the following provision for deposits: The California Government Code requires that a financial institution secure deposits made by state or local governmental units by pledging securities in an undivided collateral pool held by a depository regulated under state law (unless so waived by the governmental unit). The fair value of the pledged securities in the collateral pool must equal at least 110% of the total amount deposited by the public agencies. California law also allows financial institutions to secure the Authority’s deposits by pledging first trust deed mortgage notes having a value of 150% of the secured public deposits. At June 30, 2024, the Authority’s deposits of $7,754,636 are covered by the Federal Deposit Insurance Corporation or collateralized.
Disclosures Relating to Credit Risk
Generally, credit risk is the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. The Authority does not have any investments subject to credit risk at June 30, 2024.
Concentration of Credit Risk
The investment policy of the Authority contains no limitations on the amount that can be invested in any one issuer beyond that stipulated by the California Government Code with the exception of money market funds, which are limited to an investment in any one issuer of 10%.
CALIFORNIA CHOICE ENERGY AUTHORITY
NOTES TO BASIC FINANCIAL STATEMENTS
JUNE 30, 2024
(14)
NOTE 4 CONTRACT REQUIREMENTS AND COMMITMENTS
The Authority has master “Take or Pay” agreements with different energy providers that associate members use to purchase energy to provide for future electric capacity for associate member agencies customers. Associate members enter into separate contracts with the providers under the Authority’s master agreements and these contracts constitute an obligation of the associate member agencies to purchase a set volume of electricity at a set price throughout the terms of the contracts.
During the fiscal year ended June 30, 2024, the total payments made by associate member agencies under the take or pay contracts was $284,378,468. At June 30, 2024, the remaining take or pay contracts for each associate member are as follows:
Total
Remaining Termination
Associate Member Contract Date
Apple Valley Choice Energy $ 140,379,777 December 2041
Energy for Palmdale's Independent Choice 312,380,764 December 2040 Lancaster Energy 307,475,587 December 2041
Pico Rivera Innovative Municipal Energy 94,222,287 December 2041 Pomona Choice Energy 247,560,638 December 2041
Rancho Mirage Energy Authority 143,224,871 December 2041 San Jacinto Power 102,293,957 December 2041
Santa Barbara Clean Energy 188,758,007 December 2041
CALIFORNIA CHOICE ENERGY AUTHORITY
NET POSITION BY COMPONENT
JUNE 30, 2024
(ACCRUAL BASIS OF ACCOUNTING)
(15)
2024 2023 2022 2021 2020 2019 2018 2017
Business-Type Activities:
Unrestricted 1,507,210 $ 1,009,951 $ 511,776 $ 387,307 $ 433,541 $ 646,240 $ 107,385 $ 27,724 $ Total Business-Type Activities - Net Assets 1,507,210 $ 1,009,951 $ 511,776 $ 387,307 $ 433,541 $ 646,240 $ 107,385 $ 27,724 $ CalChoice formed in FY 2017. Ten year history will be developed and presented beginning with FY 2017.
CALIFORNIA CHOICE ENERGY AUTHORITY
CHANGES IN NET POSITION BY COMPONENT
YEAR ENDED JUNE 30, 2024
(ACCRUAL BASIS OF ACCOUNTING)
(16)
2024 2023 2022 2021 2020 2019* 2018* 2017*
OPERATING EXPENSES
Professional Services - Members 6,555,696 $ 5,845,505 $ 5,404,641 $ 4,366,453 $ 3,885,064 $ - $ $ - $ -Professional Services - Administration 1,427,629 1,457,070 1,541,725 1,413,202 1,575,311 5,174,484 3,659,123 52,276 Professional Services - Prospective Members - - - 67,000 97,758 - - - Insurance Premiums 15,090 49,441 42,292 63,768 34,707 - - - Miscellaneous 153,284 165,356 93,072 123,299 58,026 - - - Total Operating Expenses 8,151,699 7,517,372 7,081,730 6,033,722 5,650,866 5,174,484 3,659,123 52,276
OPERATING REVENUES
Charges for Services 8,649,258 7,985,985 7,204,010 5,984,365 5,429,518 5,713,339 3,738,784 80,000 Total Operating Revenues 8,649,258 7,985,985 7,204,010 5,984,365 5,429,518 5,713,339 3,738,784 80,000 NET OPERATING ACTIVITIES - REVENUE (EXPENSE) 497,559 468,613 122,280 (49,357) (221,348) 538,855 79,661 27,724
NONOPERATING ACTIVITIES
Interest Income - 29,562 2,189 3,123 8,649 - - -
Miscellaneous - - - - - - - -
Total Nonoperating Activities - 29,562 2,189 3,123 8,649 - - - CHANGE IN NET POSITION 497,559 498,175 124,469 (46,234) (212,699) 538,855 79,661 27,724 NET REVENUE (EXPENSE) $ 497,559 $ 498,175 $ 124,469 $ (46,234) $ (212,699) $ 538,855 $ 79,661 $ 27,724 *Expenses for FY's 2017-2019 were all categorized as Administration.CalChoice formed in FY 2017. Ten year history will be developed and presented beginning with FY 2017.
CALIFORNIA CHOICE ENERGY AUTHORITY
POWER SUPPLY COSTS BY MEMBER CCA
YEAR ENDED JUNE 30, 2024
(17)
2024 2023 2022 2021 2020 2019 2018 2017
AVCE - Apple Valley Choice Energy
Joined CalChoice FY 2019 $ 25,041,850 $ 27,462,760 $ 20,325,999 $ 16,971,006 $ 11,720,262 $ 14,445,271 $ - $ - EPIC - Energy for Palmdale's Individual Choice
Launched FY 2023 56,591,424 25,934,480 - - - - - -
LE - Lancaster Energy
Joined CalChoice FY 2017 67,384,326 64,954,510 47,600,788 43,654,132 36,226,401 36,725,643 31,817,841 29,075,834 PCE - Pomona Choice Energy
Launched FY 2021 39,547,848 44,413,284 34,237,313 8,944,160 - - - - PRIME - Pico Rivera Innovative Municipal Energy
Launched FY 2018 18,211,029 21,836,483 16,609,791 14,022,744 11,590,714 10,729,539 3,691,911 - RMEA - Rancho Mirage Energy Authority
Launched FY 2019 26,969,670 27,871,240 21,557,484 18,032,575 16,360,206 14,970,659 - - SBCE - Santa Barbara Clean Energy
Launched FY 2022 32,320,551 35,232,292 14,428,018 - - - - - SJP - San Jacinto Power
Launched FY 2019 18,311,770 18,870,580 14,895,675 11,826,716 9,559,167 9,433,179 - - Total All Members $ 284,378,468 $ 266,575,629 $ 169,655,068 $ 113,451,333 $ 85,456,750 $ 86,304,291 $ 35,509,752 $ 29,075,834 Power supply costs are listed for the years the Community Choice Aggregator (CCA) has been a member of Cal-Choice.Power supply costs were gathered from the CCA's city ACFR. For FY2023, and in the case where power costs are combined with overall operational expenditures in the ACFR, CalChoice used internal records for this data.CalChoice formed in FY 2017. Ten year history will be developed and presented beginning with FY 2017.
CALIFORNIA CHOICE ENERGY AUTHORITY
NUMBER OF CUSTOMER ACCOUNTS BY MEMBER CCA
YEAR ENDED JUNE 30, 2024
(18)
2024 2023 2022 2021 2020 2019 2018 2017
AVCE - Apple Valley Choice Energy
Residential 22,837 23,098 23,172 23,250 23,062 22,667 - - Commercial/Industrial 2,380 2,391 2,406 2,545 2,523 2,476 - - *Total 25,217 25,489 25,578 25,795 25,585 25,143 - -
EPIC - Energy for Palmdale's Individual Choice
Residential 42,003 42,266 - - - - - -
Commercial/Industrial 4,538 4,394 - - - - - -
*Total 46,541 46,660 - - - - - -
LE - Lancaster Energy
Residential 46,754 46,446 46,221 46,368 45,833 44,966 44,585 44,704 Commercial/Industrial 5,746 5,763 5,791 5,901 5,841 5,720 5,700 5,694 *Total 52,500 52,209 52,012 52,269 51,674 50,686 50,285 50,398 PCE - Pomona Choice Energy
Residential 36,501 36,263 36,186 36,051 - - - -
Commercial/Industrial 5,348 5,255 5,408 4,329 - - - -
*Total 41,849 41,518 41,594 40,380 - - - -
PRIME - Pico Rivera Innovative Municipal Energy
Residential 15,342 15,229 15,207 15,240 15,212 15,144 15,374 - Commercial/Industrial 1,832 1,840 1,856 1,887 1,846 1,844 1,850 - *Total 17,174 17,069 17,063 17,127 17,058 16,988 17,224 - RMEA - Rancho Mirage Energy Authority
Residential 13,267 13,259 13,174 12,949 12,850 12,643 12,221 - Commercial/Industrial 2,079 2,080 2,081 2,098 2,101 2,100 2,063 - *Total 15,346 15,339 15,255 15,047 14,951 14,743 14,284 - SBCE - Santa Barbara Clean Energy
Residential 32,727 32,921 33,395 - - - - -
Commercial/Industrial 6,614 6,500 6,698 - - - - -
*Total 39,341 39,421 40,093 - - - - -
SJP - San Jacinto Power
Residential 13,616 13,372 13,130 12,902 12,678 12,304 12,349 - Commercial/Industrial 1,566 1,557 1,554 1,613 1,554 1,544 1,529 - *Total 15,182 14,929 14,684 14,515 14,232 13,848 13,878 - *Total All Members 253,150 252,634 206,279 165,133 123,500 121,408 95,671 50,398 *Total number of active customer accounts, by member, being served energy at the end of each fiscal year.
Data provided by Calpine Energy Solutions.CalChoice formed in FY 2017. Ten year history will be developed and presented beginning with FY 2017.
Item 3 Attachment B
Item 3 Attachment C
STAFF REPORT
California Choice Energy Authority
02/18/25
JC
Date: February 18, 2025
To: Chairman Harris and Authority Members
From: Kevin Tonoian, Analyst
Item 4: 2025 California Choice Energy Authority Lobby Days ___________________________________________________________________________ Recommendation: Receive overview and provide input for planned 2025 California Choice Energy Authority Lobby Days from Andrea Deveau, Deveau Burr Group Managing Partner.
Fiscal Impact:
There is no fiscal impact by this action.
Background:
The Deveau Burr Group, LLC is responsible for advocating policy and government relations matters on behalf of California Choice Energy Authority (CalChoice)and its member cities.
The CalChoice Lobby Days are scheduled for April 22 through 23, 2025 with Vice Chair Parenteau and Cathy DeFalco attending along with Andrea Deveau. Staff is seeking input from the Board on potential topics of interest to address.
STAFF REPORT
California Choice Energy Authority
02/18/25
JC
Date: February 18, 2025
To: Chairman Harris and Authority Members
From: Kathy Wells, Energy Programs Manager
Item 5: California Choice Energy Authority Energy Efficiency Program Update Recommendation:
Receive California Choice Energy Authority (CalChoice) Energy Efficiency Program Update from Nancy Barba, Frontier Energy.
Fiscal Impact:
There is no fiscal impact by this action.
Background:
Frontier Energy provides professional services supporting the development and implementation of Energy Efficiency programs on behalf of CalChoice and its members.
In May 2023, Frontier Energy supported CalChoice in filing a petition to the California Public Utilities Commission (CPUC) to modify the funding mechanism established in D.14-01-033, which is the decision that authorized CCAs to participate in the CPUC Elect to Administer [ETA] programs.
In April 2024, the CPUC issued decision D.24-04-007, establishing a minimum threshold of 4% of the applicable investor-owned utility’s energy efficiency Public Purpose Program Charges (PPPC) for CCAs to access for energy efficiency program offerings to their customers.
Since then, Frontier and CalChoice staff have continued to work with Southern California Edison and CPUC Energy Division staff to identify the available funding for CalChoice CCAs.
Once the funding determination is finalized, Frontier will prepare the energy efficiency program design recommendations for Board approval.
Attachment:
Joint CalChoice Energy Efficiency Program Update
Elect to Administer Energy
Efficiency Program Update
February 18, 2025
Item 5 Attachment
2 Agenda
• ETA Background and Process
• CalChoice Funding Determination
• CalChoice Programs
• Questions
3 Energy Efficiency “Elect to Administer”
• May 2023 – CalChoice filed Petition for Modification
of D.14-01-033
• Not enough funds for CCAs to deploy meaningful
programs
• Proposed minimum funding for ETA programs
• April 2024 – ALJ Fitch issued D.24-04-007
• Establishes a minimum threshold of funds for
CCAs to access for energy efficiency program
offerings to their customers
• 4% of the applicable IOU energy efficiency Public
Purpose Program Charges (PPPC) collected in the
most recently authorized program cycle
• August 2024 – Current – CCA ETA Methodology
• Resolution E-5366 looks at the methodology used
for previous ETAs
Year
Percent of PPPC funds to
be collected by SCE
dedicated to statewide
and
regional programs
Percent of PPPC funds
collected by SCE
dedicated to neither
statewide nor regional
2012 96.68% 3.32%
2013 95.85% 4.15%
2014 96.61% 3.39%
2015 96.75% 3.25%
2016 96.41% 3.59%
2017 95.62% 4.38%
2018 93.21% 6.79%
2019 92.01% 7.99%
2020 98.28% 1.72%
2021 98.31% 1.69%
2022 99.91% 0.09%
2023 99.98% 0.02%
4 ETA Funding Determination Methodology
How eligible funds for Elect to Administer programs are calculated Based on:
1. Public Purpose Program Charges used for Energy Efficiency
2. % of SCE program funding that is “local”, or per CPUC terms is not:
1) Available statewide or
2) Available across all SCE territory
Calculated using the SCE programs approved during the year of the submitted ETA application. For purposes of this calculation, the % SCE Statewide/Regional Program funding is capped at 96%, leaving a 4% floor for ETA programs.
CCA maximum funding = Total electricity energy efficiency nonbypassable charge collections from the CCA’s customers – (total electricity energy efficiency nonbypassable charge collections from the CCA’s customers * % of the applicable IOU portfolio budget that was dedicated to statewide and regional programs in the most recently authorized program cycle) 5 Resolution E-5366
• CCA ETA Energy Efficiency Budget Corrections:
• EE is only a portion of the total nonbypassable charge (NBPC) collections • Energy Division approves CCA EE program budgets
• August 2024: ED was notified that CCAs, with coordination with IOUs, have overcalculated their EE program budgets
• ED orders CCAs return unspent funds to ratepayers beyond their corrected budget amounts
*CalChoice has no active EE programs. LCE was not impacted by this resolution. 6 ETA Funding Determination Methodology
• Resolution E-5366:
• Used an 8-year average of PGE’s nonbypassable charge (NBPC) collection revenue requirements to recalculate CCA budgets
• Findings state that this is not intended to set a formula or methodology for future EE program budget calculations
• CalChoice’s Proposed Methodology:
• Use SCE’s 2025 NBPC collection revenue requirements
7 CalChoice Funding Determination
YEAR APPLE
VALLEY LANCASTER PALMDALE PICO RIVERA POMONA RANCHO MIRAGE SAN
JACINTO
SANTA
BARBARA
Total Funding
Max Per PY
2022 $66,617 $166,289 $64,770 $47,312 $103,708 $74,343 $40,266 $118,620 $681,925 2023 $90,359 $221,385 $202,018 $63,511 $150,971 $102,833 $58,924 $187,764 $1,077,765 2024 $52,083 $132,733 $131,086 $37,533 $85,272 $59,991 $34,871 $105,461 $639,030 2025 $86,250 $219,808 $217,080 $62,155 $141,212 $99,345 $57,747 $174,644 $1,058,241 Max for a
Three-year EE
Portfolio
$258,749 $659,424 $651,241 $186,465 $423,635 $298,035 $173,241 $523,932 $3,174,722 Maximum Funding $ per D. 24-04-077
8 Program Plan
• Population Normalized Metered Energy Consumption (NMEC) Program • Pay for Performance (P4P)
• Cost effectiveness requirements
TRC (Total Resource Cost) = 1.0 min
9 Next Steps
1. Develop Program Plan
2. Develop Advice Letter to CPUC
3. Provide Complete Advice Letter for Board Review at Next Board Meeting May 2025
10 Questions
11 Cost Effectiveness Requirements
• Total Resource Cost (TRC) = 1.0
minimum
• Achieved through:
• Every dollar spent on program
must produce at least a dollar of
avoided cost benefits
• Preparation of cost-effectiveness
calculations and estimated savings
impacts in line with CPUC targets
and requirements
12 Overview of Program Types Achieving TRC of 1.0+
• These metrics were derived from the
total system benefits and costs
associated with each program. The
programs include the following
methodologies to evaluate the cost-effectiveness of the programs:
• Deemed Savings
• Pay-for-Performance (P4P)
• Strategic Energy Management (SEM)
• Normalized Metered Energy
Consumption (NMEC)
Segment Count % of total Avg TRC
Commercial 14 47% 1.54
Industrial 7 23% 2.53
Residential 4 13% 1.41
Public 4 13% 1.14
Agricultural 1 3% 0.84
Total 30 100% 1.68
Sector Breakdown: Calculation Methodologies:
13 SCE Programs with A TRC of 1 or Higher
Program Name Sector TRC
Comprehensive Manufactured Homes Residential 1.65
Commercial Behavioral Program Commercial 1.33
Industrial and Agriculture Energy Manager
Program Industrial 1.21
Comprehensive Commercial Program Commercial 1.01
Agriculture Energy Efficiency Program Agricultural 1
STAFF REPORT
California Choice Energy Authority
02/18/25
JC
Date: February 18, 2025
To: Chairman Harris and Authority Members
From: Cathy DeFalco, General Manager
Item 6: Consider Approval of Agreement between California Choice Energy Authority and Calpine Community Energy, LLC
Recommendation:
1. Approve the Agreement (Agreement) between California Choice Energy Authority (CalChoice) and Calpine Community Energy, LLC (Calpine) for data management and related services, effective April 1, 2025, for a term of five (5) years, in an amount not to exceed $4,500,000 annually.
2. Authorize a one-time, automatic renewal term of three (3) years, unless CalChoice or Calpine provides written notice of non-renewal at least six months prior to the end of the initial term.
3. Authorize the Executive Director, or his designee, to sign all documents subject to General Counsel approval.
Fiscal Impact:
The services will be paid for by revenue collected by each member city, and costs have been included in the adopted CalChoice Annual FY 2024/25 Budget.
Background:
On November 1, 2014, an Agreement for Data Management Services with Calpine was executed and further amended on September 1, 2017. Calpine provides customer enrollment, billing, essential data management functions, and customer contact centers responsible for handling inquiries for CalChoice’s Community Choice Aggregator (CCA) Members.
At its November 19, 2024, regular meeting, the Board authorized an amendment extending the existing Master Agreement for a period of approximately four (4) months through March 31, 2025, to provide CalChoice and Calpine with adequate time to finalize negotiating terms for a new multi-year agreement.
Item 6
Agreement Calpine Community Energy, LLC
2 Services to be performed by Calpine include, but are not limited to:
• Interface with Southern California Edison (SCE) with respect to all electronic data interchange and billing administration, to include applying customer account usage for all CalChoice Members, performing bill calculations, and preparing monthly invoices • Perform data verification and correction
• Provide a customer contact center and maintain a customer information system database for each CalChoice Member CCA
• Perform rate schedule maintenance for each CalChoice Member CCA • Provide applicable reports to CalChoice, state agencies, and the Western Renewable Energy Generation Information System (WREGIS)
The Agreement also includes provisions for additional services, such as forecasting, customer analytics, and as-needed program management.
The initial five-year term of the Agreement will commence on April 1, 2025, through March 31, 2030. Unless either party provides six-months written notice of non-renewal, the Agreement will then automatically renew for a single three- year term.
Under the terms of the Agreement, CalChoice will pay Calpine a fee of $1.206 per active customer meter monthly, with a provision escalating annually each March by the change in the Consumer Price Index West Region, not to exceed four percent (4%).
In addition to the services listed above, Calpine will also rebate two percent (2%) of each Member’s annual data management service fees to a 501c(3) organization of the Member’s choice within its service territory. This Community Benefits Grant Program will provide a positive touch point for the CCA within its local community, support economic development, local project development, grid resiliency, and other community-based initiatives.
Calpine currently provides service to 24 of the 26 operational CCAs in the State of California and is the only data management service provider to CCAs in the SCE service territory.
Staff recommends the approval of a five-year agreement with Calpine to provide data management and related services to CalChoice on behalf of the eight (8) CCA Members.
Attachment:
Agreement Between California Choice Energy Authority and Calpine Community Energy, LLC
DRAFT EXECUTION VERSION
1 AGREEMENT BETWEEN THE CALIFORNIA CHOICE ENERGY AUTHORITY
AND CALPINE COMMUNITY ENERGY, LLC
This Agreement is entered into this 31st day of March, 2025, by and between the California Choice Energy Authority (“CalChoice”), a joint powers authority of the state of California, hereinafter called “CalChoice,” and Calpine Community Energy, LLC, hereinafter called “Contractor.” Contractor and CalChoice may be referred to herein individually as “a Party” and collectively as “the Parties.” * * *
Whereas, pursuant to Section 6508 of the Joint Exercise of Powers Act, CalChoice may contract with independent contractors for the furnishing of services to or for CalChoice; and
Whereas, it is necessary and desirable that Contractor be retained for the purpose of providing data management and related services as described in Exhibit A.
Now, therefore, it is agreed by the parties to this Agreement as follows:
1. Exhibits and Attachments
The following exhibits are attached to this Agreement and incorporated into this Agreement by this reference:
Exhibit A—Basic Services
Exhibit B—Payments and Rates
2. Services to be performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit B, Contractor shall perform the services described in Exhibit A (“Basic Services”) for CalChoice in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibit A. In addition, Contractor shall perform any additional services (“Additional Services”) as agreed to in writing by the Parties. Basic Services plus any Additional Services are the “Services”.
Item 6 Attachment
DRAFT EXECUTION VERSION
2 3. Payments
Contractor shall regularly invoice CalChoice for amounts due. In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth in this Agreement and in Exhibit A, CalChoice shall pay Contractor the fees (“Fees”) specified in Exhibit B on or before the 30th day following the date of invoice. In no event shall CalChoice’s total fiscal obligation under this Agreement exceed four million, five hundred thousand dollars ($4,500,000.00). In the event that CalChoice makes any advance payments, Contractor agrees to refund any amounts in excess of the total amount owed by CalChoice at the time of contract termination or expiration.
4. Term
Subject to compliance with all terms and conditions, the term of this Agreement shall be from April 1, 2025, through March 31, 2030. Further, the Agreement thereafter shall renew for a single three-year (36 months) term (“Term Extension”) unless either Party provides written notice to the other Party at least six (6) calendar months in advance of the renewal date that the notifying Party will not renew the term.
5. Termination; Availability of Funds
If a Default with respect to a Party shall have occurred and be continuing beyond all notice, grace, and cure periods, the non-defaulting Party shall have the right to i) terminate the Agreement and ii) seek its direct, actual damages incurred but solely to the extent there are no corresponding liquidated damages. All amounts owing will accelerate and the non-defaulting Party shall calculate a termination payment owed by the defaulting Party to the non-defaulting Party by netting out all amounts due the defaulting Party against all amounts due the non-defaulting Party which shall not be less than zero (“Termination Payment”). Notwithstanding the foregoing, the Parties acknowledge that all amounts owing to Contractor for services performed prior to termination will be paid even if Contractor is the defaulting party. The Party owing the Termination Payment will pay such amount to the other Party within ten (10) days following the receipt of the invoice.
A “Default” means with respect to a Party (the defaulting Party), the occurrence of any of the following; (i) the failure to make, when due, any payment required pursuant to this Agreement or otherwise, if such failure is not remedied within ten (10) Business Days after written notice; (ii) the failure to perform any material covenant or obligation set forth in this Agreement if such failure is not remedied within thirty (30) Business Days after written notice, PROVIDED HOWEVER, the in the case of Contractor, that for such events that may require more than thirty Business Days to cure, Contractor shall have such additional time as may be reasonably be required to effect such cure, provided that Contractor diligently and continuously pursues such cure; (iii) such Party files a petition or otherwise commences, authorizes or acquiesces to the commencement of a
DRAFT EXECUTION VERSION
3 proceeding or cause of action with respect to it under any bankruptcy proceeding or similar Laws for the protection of creditors, or has such a petition filed against it; (vi) such Party makes an assignment or any general arrangement for the benefit of creditors; (vii) such Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) such Party becomes unable to pay its debts as they fall due; or (ix) any default under any other agreement between the Parties.
6. Ownership of Work Product
CalChoice shall and does own all titles, rights, and interests in the output of any reports specifically created for CalChoice pursuant to this Agreement and paid for by CalChoice (“Work Products”). Contractor hereby assigns all titles, rights, and interests in all Work Products to CalChoice. At the end of this Agreement, or in the event of termination, all Work Products shall be promptly delivered to CalChoice.
Contractor may not sell, transfer, or permit the use of any Work Products without the express written consent of CalChoice. Notwithstanding the foregoing, the Parties acknowledge and agree that Contractor owns all rights in and to any of the methods, techniques, systems, or Contractor created data used to provide the services herein, including that used for the creation of any Work Product.
In addition, Contractor may (1) retain its rights to and ownership of pre-existing or open-source materials and/or (2) retain back-up copies of Work Products.
7. Relationship of Parties
Contractor agrees and understands that the Services performed under this Agreement are performed as an independent contractor and not as an employee of CalChoice and that neither Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of CalChoice employees.
8. Hold Harmless; Limitation of Liability
a. General Hold Harmless
Subject to the limitations herein, Contractor shall indemnify and save harmless CalChoice, its members and each of their respective officers, agents, employees, and servants from all third party claims, suits, or actions of every name, kind, and description resulting from Contractor’s breach or default of the Services required of Contractor under this Agreement, or for any of the following that arise from Contractor’s actions, provided that Contractor shall not be responsible for any losses or damages caused by the negligence, gross negligence, or willful misconduct of CalChoice or any third party, as determined by a court of competent jurisdiction:
DRAFT EXECUTION VERSION
4 (A) injuries to or death of any person, including Contractor or its employees/officers/agents;
(B) damage to any property of any kind whatsoever and to whomsoever belonging.
b. Limitation of Liability
9. FOR BREACH OR DEFAULT ARISING FROM ANY PROVISION FOR WHICH AN
EXPRESS REMEDY IS PROVIDED HEREIN, SUCH REMEDY OR MEASURE OF
DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY
OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, LIABILITY
SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES INCURRED AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. THE
TOTAL LIABILITY OF THE CONTRACTOR FOR BREACH OR DEFAULT OF THIS
AGREEMENT SHALL NOT EXCEED I) THE AMOUNT OF FEES PAID BY
CALCHOICE MEMBER TO THE CONTRACTOR IN THE (UP TO) THREE MONTHS PRECEDING SUCH BREACH OR DEFAULT OR II) $200,000, WHICHEVER IS LESS. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR
EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT,
INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES,
WHETHER BASED ON STATUTE, CONTRACT, TORT, UNDER ANY INDEMNITY
OR OTHERWISE, WITHOUT REGARD TO CAUSE OR THE NEGLIGENCE OF ANY PARTY, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE. CONTRACTOR SHALL
NOT BE LIABLE FOR A BREACH OR DEFAULT OF SERVICES ARISING FROM
THE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFULMISCONDUCT OF CALCHOICE, A CALCHOICE MEMBER, OR ANY THIRD PARTY.Assignability and Subcontracting
Contractor shall not assign this Agreement or any portion of it to a third party without the prior written consent of CalChoice, except (i) to a successor acquiring all or substantially all of the shares, equity and/or the assets of the Contractor, whether by merger or acquisition, or (ii) by Contractor to any affiliate.
10. Payment of Permits/Licenses
Contractor bears, at its expense, responsibility to obtain all necessary licenses from any agency for the work/services to be performed under this Agreement.
11. W-9 Form and Submission of Invoices
Invoices shall only be submitted by electronic form by sending an email to both CalChoice project contact’s email address: [email protected] and to CalChoice’s Finance email address: [email protected]. Contractor shall submit a completed W-9 form
DRAFT EXECUTION VERSION
5 electronically to the same email addresses. Contractor understands that no invoice will be paid by CalChoice unless and until a W-9 Form is received by CalChoice.
12. Insurance
a. General Requirements
Contractor shall use diligence to obtain required insurance and shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this Section has been obtained and evidence of such insurance has been presented to CalChoice. Contractor shall furnish CalChoice with a standard certificate of insurance (ACORD form) evidencing the required coverage. Contractor’s liability insurance required under subparagraph c below shall include coverage for the contractual liability assumed by Contractor pursuant to this Agreement. Contractor shall give prior and prompt notice, in writing, to CalChoice of any pending cancellation or termination of the policy.
b. Workers’ Compensation and Employer’s Liability Insurance Contractor shall have in effect during the entire term of this Agreement workers’ compensation and employer’s liability insurance providing full statutory coverage. In signing this Agreement, Contractor certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and (b) it will comply with such provisions before commencing the performance of work under this Agreement.
c. Liability Insurance
Contractor shall take out and maintain during the term of this Agreement such bodily injury liability and property damage liability insurance as shall protect Contractor and all of its employees/officers/agents while performing work covered by this Agreement from claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor’s operations under this Agreement, whether such operations be by Contractor, any subcontractor, anyone directly or indirectly employed by either of them, or an agent of either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and in the aggregate, and shall not be less than the amounts specified below:
Yes Commercial General Liability (Applies to
all agreements) $1,000,000
Contractor’s liability insurance listed above will include CalChoice as an additional
DRAFT EXECUTION VERSION
6 insured party pursuant to the policy's blanket endorsement covering parties required by written contract. Contractor will evidence on the standard insurance certificate that Contractor is compliant with the insurance requirements and that the additional insured is included.
Contractor shall maintain cyber liability insurance covering unauthorized access to, use of, or tampering with computers or computer systems with limits of $2,000,000 each claim event and in the aggregate.
In the event of the breach of any provision of this Section, or in the event Contractor receives any written notice from insurers that any required insurance coverage will be terminated or canceled, and Contractor fails to timely replace such required insurance, CalChoice, at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work and payment pursuant to this Agreement.
13. Compliance With Laws
All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable federal and/or state laws, rules and/or regulations, including but not limited to the Americans with Disabilities Act of 1990, as amended, Section 504 of the Rehabilitation Act of 1973, and all applicable rules, regulations and/or directives of the California Public Utilities Commission.
14. Non-Discrimination and Other Requirements
a. General Non-discrimination
No person shall be denied any services provided pursuant to this Agreement (except as limited by the scope of services) on the grounds of race, color, national origin, ancestry, age, disability (physical or mental), sex, sexual orientation, gender identity, marital or domestic partner status, religion, political beliefs or affiliation, familial or parental status (including pregnancy), medical condition (cancer-related), military service, or genetic information.
b. Equal Employment Opportunity
Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement.
15. Confidential Information
(a) To the extent permitted by law, a Party (the “Receiving Party”) shall maintain in confidence and not disclose to any third party, except for its directors, officers, employees,
DRAFT EXECUTION VERSION
7 agents (including, without limitation, actual and potential financing parties), insurers, and advisors (including, without limitation, financial advisors, auditors, attorneys, and accountants) (“Representatives”) or use in any manner not required or authorized under this Agreement any and all Confidential Information of the other Party (“Disclosing Party”). Notwithstanding the foregoing, it shall not be a default or breach of this provision for the Contractor to share any information supplied by CalChoice with the applicable utility(ies) in order to perform the Services herein. (b) The term “Confidential Information” includes all information, documents, and materials, including technical, financial, business, or customer information, which is not available to the general public, provided by the Disclosing Party to the Receiving Party.
Confidential Information does not include information that (i) is or becomes available to the public through no wrongful act of the Receiving Party; (ii) it is already in the possession of Receiving Party and not subject to any confidentiality agreement between the Parties; (iii) it is received from a third party without restriction for the benefit of Receiving Party and without breach of this Agreement; (iv) it is independently developed by Receiving Party; (v) it is disclosed pursuant to a requirement of law, including, but not limited to, the California Public Records Act (Cal. Gov’t Code Section 6250, et seq.); or (vi) is disclosed to or by a duly empowered government agency, or a court of competent jurisdiction.
(c) As practicable, Disclosing Party shall mark Confidential Information with the words “Confidential” or “Confidential Material” or with words of similar import, or, if that is not possible, the Disclosing Party shall notify the Receiving Party (for example, by cover e-mail transmitting an electronic document) that the material is Confidential Information. (d) The Receiving Party will direct its employees, contractors, consultants, and Representatives who have access to any Confidential Information to comply with the terms of this Section.
(e) Upon termination or expiration of this Agreement, the Receiving Party shall, at Disclosing Party’s exclusive direction, either return or destroy all such Confidential Information, provided, however, any Confidential Information found in electronic format as part of Receiving Party’s off-site or on-site data storage/archival process system, will be held by Receiving Party and kept subject to the terms of this provision or destroyed at Receiving Party’s option. The obligations of this provision will survive termination or expiration of this Agreement.
16. Data Security
The Parties agree that CalChoice will not intentionally share personal information as defined in California Civil Code Section 1798.81.5(d) with Contractor. If, however, CalChoice shares with Contractor personal information as defined in California Civil Code Section 1798.81.5(d) about a California resident (“Personal Information”), Contractor shall
DRAFT EXECUTION VERSION
8 maintain reasonable and appropriate security procedures to protect that Personal Information and shall inform CalChoice promptly upon learning that there has been a breach in the security of the system or in the security of the Personal Information.
Contractor shall not use Personal Information for direct marketing purposes without CalChoice’s express written consent.
17. Retention of Records; Right to Monitor and Audit
(a) Contractor shall maintain their internal records necessary to confirm a customer’s bill in compliance with Contractor’s own internal processes and procedures but for not less than five (5) years after the creation or transfer of such record to or by the Contractor, as applicable.
(b) Contractor agrees upon reasonable notice to provide to CalChoice, CalChoice members, state agencies, authorized representatives, and/or any of their respective audit agencies access to and the right to examine records and documents reasonably necessary to verify the accuracy of customer invoices. All costs associated with the provision of such records and documents and any auditing will be paid by CalChoice.
18. Merger Clause; Amendments
This Agreement, including the Exhibits and Attachments attached hereto and incorporated by reference, constitutes the sole Agreement of the parties to this Agreement and correctly states the rights, duties, and obligations of each party as of this document’s date. In the event that any term, condition, provision, requirement, or specification set forth in the body of this Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body of the Agreement shall prevail.
Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications or amendments shall be in writing and signed by the parties.
19. Controlling Law; Venue
The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any nature arising out of this Agreement shall be governed by the laws of the State of California without regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either in the Los Angeles County Superior Court or in the United States District Court for the Southern District of California.
20. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when either: (1) transmitted via
DRAFT EXECUTION VERSION
9 facsimile to the telephone number listed below or transmitted via email to the email address listed below; or (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.
In the case of CalChoice, to:
Name/Title: Jason Caudle, Executive Director
Address: 44933 Fern Avenue, Lancaster, CA 93534
Telephone: 661-723-6000
Email: [email protected]
With a copy to:
Allison Burns, General Counsel
[email protected]
Cathy DeFalco, General Manager
[email protected]
In the case of Contractor, to:
Name/Title:
Address:
Telephone:
Email:
21. Electronic Signature
CalChoice and Contractor wish to permit this Agreement, and future documents executed pursuant to this Agreement, to be digitally signed in accordance with California law. Any party that agrees to allow digital signature of this Agreement may revoke such agreement at any time in relation to all future documents by providing notice pursuant to this Agreement.
22. No Recourse Against CalChoice’s Member Agencies
Contractor acknowledges and agrees that CalChoice is a Joint Powers Authority, which is a public agency separate and distinct from its member agencies. All debts, liabilities, or obligations undertaken by CalChoice in connection with this Agreement are undertaken solely by CalChoice and are not debts, liabilities, or obligations of its member agencies.Contractor waives any recourse against CalChoice’s member agencies.
DRAFT EXECUTION VERSION
10 (Signature Page to Follow)
DRAFT EXECUTION VERSION
11 In agreement with this Agreement’s terms, the Parties, by their duly authorized representatives, affix their respective signatures:
CALIFORNIA CHOICE ENERGY AUTHORITY
By:
Executive Director, California Choice Energy Authority
Date:
[CONTRACTOR NAME]
Contractor’s Signature
Date:
DRAFT EXECUTION VERSION
12 Exhibit A
In consideration of the payments set forth in Exhibit B, Contractor shall provide the following Basic Services:
1. Start-Up Support Services for each CCA:
a. Contractor shall participate in coordination meetings at CalChoice’s request to initiate Community Choice Energy service in SCE’s territory. Such meetings may include CCA and/or SCE, as necessary, and may require on-site participation by Contractor staff.
b. Contractor shall complete the technical testing of all necessary electronic interfaces with SCE, which provide for the communication by Internet and Electronic Data Interchange (“EDI”) between Contractor and SCE to confirm system compatibility related to CCA Service Requests (“CCARs”), billing collections, meter reading, and electricity usage data. c. Contractor shall demonstrate successful completion of all standard SCE technical testing and shall have the capability to communicate or exchange the information using EDI, Internet, or an electronic format acceptable to SCE. d. Obtain customer information data, including historical usage for enrolled customers, from CalChoice or SCE.
e. Provide customer mailing list to CalChoice for customer notices during each CCA Enrollment Phase using methodology agreed upon by CalChoice and Contractor.
2. Electronic Data Exchange Services:
a. Process CCA Service Requests (CCASRs) from/to SCE which specify the changes to a customer’s choice of services such as enrollment in CalChoice Member (CalChoice Members are as listed in Exhibit C to this Agreement) programs, customer-initiated returns to bundled utility service or customer-initiated migration to direct access service (814 Electronic Data Interchange Files).
b. Obtain all customer usage data from SCE’s Metered Data Management Agent (MDMA) server to allow for timely billing (according to SCE requirements) of each customer (867 Electronic Data Interchange Files). c. Maintain and communicate the amount to be billed by SCE for services provided by CalChoice Member (810 Electronic Data Interchange Files). d. Receive and maintain all data related to payment transactions toward CalChoice Member charges from SCE after payment is received by SCE from customers (820 Electronic Data Interchange Files). e. Reconcile cases of failed 814s to ensure timely enrollment in CalChoice Member service.
f. Established fail safes to ensure prompt corrective action is taken when any EDI transaction process is disrupted or disconnected. g. Service Levels for Electronic Data Exchange Services:
DRAFT EXECUTION VERSION
13 i. Contractor will use commercially reasonable efforts to perform such Services in an accurate and timely manner.
ii. To the extent there is an error in Electronic Data Exchange Services, Contractor will use commercially reasonable efforts to correct such error in a timely manner once the error is known to the Contractor, to the extent such correction is necessary.
iii. Correction of the error, as described above, is the sole remedy for a breach or default in completing Electronic Data Exchange Services.
3. Qualified Reporting Entity (QRE) Services:
a. Consistent with terms and conditions included in the Qualified Reporting Entity Services Agreement(s) between CalChoice and Data Management Contractor, serve as QRE for certain locally situated, small-scale renewable generators or other distributed energy resources supplying electric energy to CalChoice Member through a feed-in tariff (FIT) or other mechanism.
b. Performance of the Qualified Reporting Energy Services is dependent upon timely receipt of data from SCE and/or the Generation Provider. c. Contractor will, to the extent such information is available, submit a monthly generation extract file to Western Renewable Energy Generation Information System (WREGIS) on CalChoice Member’s behalf, which will conform to the characteristics and data requirements set forth in the WREGIS Interface Control Document for Qualified Reporting Entities.
d. Contractor shall receive applicable electric meter data from SCE for CalChoice Member distributed energy resource projects, consistent with SCE’s applicable meter servicing agreement, and shall provide such data to CalChoice for purposes of performance tracking and invoice creation.
e. Service Levels for Qualified Reporting Entity Services:
i. Contractor shall use commercially reasonable efforts to perform such Services in an accurate and timely manner.
ii. However, Contractor is not responsible or liable for any delays or errors in the performance of the Services that are due to the actions or inactions of SCE or the Generation Provider.
4. Customer Information System Services:
a. Maintain a database of eligible accounts that are located in the CalChoice Member’s service area and identify the corresponding enrollment status (opt out, program enrollment), rate tariff election(s), payment history, collection status, on-site generating capacity, if applicable, and any correspondence with the applicable customer.
b. Allow CalChoice, CalChoice member, and CalChoice Member contact center staff to have functional access to all online databases to add customer interactions and other account notes.
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14 c. Allow CalChoice and CalChoice Member to view customer email or written letter correspondence within online database.
d. Maintain viewing access, available to CalChoice and CalChoice Member staff (as nominated and selected by CalChoice and/or each respective CalChoice Member) via CRM, to view SCE provided invoices as to each CalChoice Member’s customers, including supporting the intuitive parsing and labeling of SCE provided files, for a period of up to 18 months. e. Maintain and communicate as needed record of customers who have been offered service with CalChoice Member but have elected to opt out, either before or after starting service with CalChoice Member. f. Maintain and communicate as needed records of Net Energy Metering and Solar Billing Plan credits and generation data for customers to be posted on bills and settled annually. To the extent there are any changes to the Net Energy Metering and/or Solar Billing Plan policy (as of the date of execution), such work will be considered Additional Services and subject to further agreement.
g. When requested by CalChoice, place CalChoice Member program charges and/or credits on the relevant customer account, identified by PODID and Contract Account Number or agreed upon unique identifier.
h. Identify and provide tracking options for customers participating in various CalChoice Member programs in database.
i. Include various program payment information in all relevant reports. j. Create and maintain integrated forms (“web-forms” or “iFrames”) for the CalChoice Member website so that customers may change their account status to enroll or opt out of various CalChoice Member programs. i. Allow for customization of web-form content upon request by CalChoice.
Such customization requests may be subject to additional fees as described in Exhibit B, Section 4, Additional Deliverable Pricing. k. Maintain customer data according to Contractor’s customer privacy policy and the requirements of relevant California Public Utilities Commission Decisions including D.12-08-045, including a daily backup process.
l. Maintain a data management provider security breach policy. m. Complete a System and Organization Controls (SOC) 1 Type II audit on a regular basis and make it available for review.
n. Service Levels for Customer Information System Services:
i. Contractor will use commercially reasonable efforts to perform such Services in an accurate and timely manner and to
provide for the system access and forms identified above. ii. If there is a system outage or unavailable or unresponsive form, then Contractor will use commercially reasonable efforts to make such systems or forms available and responsive as soon as practicable.
This is the sole remedy for a breach or default of the Customer Information System Services. For the avoidance of doubt, such remedy
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15 shall not be deemed to be the exclusive remedy for a breach or default by Contractor of other Services not listed in this “Customer Information System Services” section of the Agreement.
5. Interactive Voice Response (IVR) System Services:
a. Provide platform for IVR self-service and track how many customers start and complete self-service options.
b. Self-service program options should include opt outs, opt ups, opt downs, in CalChoice Member service as requested.
c. Provide language translation options for Spanish.
1. In the event outside services are required to translate prompts or scripts into languages specified by CalChoice, any charges incurred by Contractor as a result of these will be passed by Contractor onto CalChoice per Exhibit B, Section 4.
d. Evaluate customer satisfaction with IVR service through voluntary customer surveys that ask general questions about call resolution and how satisfied the customer was with the service received. e. Provide and track statistics from IVR calls received in all languages. i. Reports of daily statistics are provided at a regular cadence. f. Update IVR scripts:
i. Upon request by CalChoice, allow for modifications and/or additions to each CalChoice Member’s IVR recordings and self-service system configuration once annually from the Effective Date of this Agreement.
Modifications and/ or additions to the IVR recordings and self-service system configuration more than once per calendar year are subject to additional fees beyond CalChoice Member’s per meter per month service fee, in accordance with the hourly labor costs specified in Exhibit B.
g. Provide and maintain an agreed to backup plan in the event of a system outage. h. Implementation of such backup plan is the sole remedy for breach or default of the IVR System Services. For the avoidance of doubt, such remedy shall not be deemed to be the exclusive remedy for a breach or default by Contractor of other Services not listed in this “Interactive Voice Response System Services” section of this Agreement.
6. Customer Contact Center Services:
a. Create Weekly IVR Report with call type selected displayed at a daily level.
b. Track call center contact quality with criteria including:
i. Respond to customer emails
ii. Use of appropriate greetings and other email scripts iii. Courtesy and professionalism
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16 iv. Capturing key customer data
v. Providing customers with correct and relevant information vi. First-contact resolution
vii. Accuracy in data entry
viii. Grammar and spelling in text communication (email) c. Train CalChoice Customer Service Representatives (CSRs) i. Contractor will provide CalChoice and CalChoice Member CSRs one training within the first 12 calendar months from the Effective Date at no cost.
ii. Contractor will provide additional trainings to CalChoice and CalChoice Members at their request for the fees described in Exhibit B Section 4 for Additional Services.
d. Service Level Agreement for Customer Contract Center Services. i. Contractor will use commercially reasonable efforts to perform such Services in an accurate and timely manner.
ii. Correcting, modifying, and/or retraining CSRs in a timely manner shall be the sole remedy for a breach or default in Customer Contact Center Services. For the avoidance of doubt, such remedy shall not be deemed to be the exclusive remedy for a breach or default by Contractor of other Services not listed in this “Customer Contact Center Services” section of the Agreement.
7. Billing Administration Services:
a. Maintain a table of rate schedules offered by each CalChoice Member to its customers.
b. Send certain CalChoice Member program charges and/or credits as a separate line item to SCE for placement on monthly bill during term of repayment, using Consultants existing functionality.
c. Apply SCE account usage for all CalChoice Member customers against applicable rate to allow for customer billing.
d. Review application of CalChoice Member rates to SCE accounts to ensure that the proper rates are applied to the accounts. e. Complete cost verification of all 810 invoices before they are sent to SCE for billing, or until SCE has provided corrected usage. f. Timely submit billing information for each customer to SCE to meet SCE’s 10-day billing window.
g. Support different rate versions based on Power Charge Indifference Adjustment (PCIA) vintage year.
h. Support billing accounts based on CalChoice Member jurisdiction. i. Develop and implement custom rate amendments for various rates as needed, subject to mutual agreed to scope and fees as described in Exhibit B, Section 4.
j. Support billing special accounts on a contract savings discount.
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17 k. Billing support of Market Informed Demand Automation Server (MIDAS) program.
l. Aggregate and deliver grouped invoice batches by request. m. Contractor will provide support during rate changes, such as validation of rate factors, and provide support when discussing rate projects and issues with the IOUs.
n. Assist with annual settlement process for Net Energy Metering (NEM) and Solar Billing Plan (SBP) customers by identifying eligible customers, providing accrued charges and credits, and providing mailing list to CalChoice Member designated printer.
o. Provide platform capability and support to bill both NEM and Solar Billing Plan (SBP) agreed upon tariff structures.
p. Provide and maintain a data portal platform that provides clients access to detailed customer data via query.
q. Process and bill interval data required for special rate customers. r. Maintain data flows to third parties that provide secondary data services, such as Utility API, subject to third party security review and terms and conditions required by contractor for third party access. s. Provide customer mailing list to CalChoice Member designated printer for new move-in customer notices and opt out confirmation letters routinely within 7 days of enrollment or opt out.
t. Send a mailing list to CalChoice Member designated printer of customers that are overdue. If no payment is received from the customer after a certain amount of time, issue a CCASR to return customer to SCE at CalChoice’s direction.
u. Service Level Agreement and Liquidated Damages for Billing Administration Services. In the performance of the Billing Administration Services listed above:
i. Contractor will maintain at least a 99% billing accuracy rate during any 12- month period.
ii. Contractor will notify CalChoice of any billing issue or error that affects customers that is caused by Contractor or its systems within 72 hours after validating that the error occurred. iii. Contractor will not be liable for any errors in the Billing Administration Services that can be remedied by customer rebill(s), as allowed under applicable rules and regulations. iv. Contractor will not be liable for billing errors that affect less than 1% of all CalChoice Member customers.
v. Contractor will not be liable for billing errors that result in an underbilled amount of $10,000 or less.
vi. If an error in Billing Administration Services caused by Contractor results in an underbilled amount of $10,000 or more or affects
DRAFT EXECUTION VERSION
18 more than 1% of all customers, then Contractor will be liable for either a) 50% of the underbilled amount or, b) $100,000, whichever is less.
vii. The remedies described above are the sole and exclusive remedy for a breach or default of the Billing Administration Services. For the avoidance of doubt, such remedy shall not be deemed to be the exclusive remedy for a breach or default by Contractor of other Services not listed in this Billing Administration Services section of the Agreement.
8. Rate Schedule Maintenance
a. Maintain a table of Rate Schedules, offered by each CalChoice Member to its customers, within Contractor’s billing system.
i. Complete Value Only Rate Changes within 10 business days, excluding CalChoice and Contractor holidays, once Contractor has confirmed it is in receipt of a valid Rate Template.
ii. Complete Structural Rate Changes within 40 business days, excluding CalChoice and Contractor holidays, once Contractor has confirmed it is in receipt of a valid Rate Template.
iii. A Rate Template will be considered valid if it meets the expected formatting requirements as set forth by Contractor and acknowledged by CalChoice, and the Rate Schedules it contains align with published CCA rate schedules. Upon receipt of a Rate Template, Contractor will review it per these guidelines and after CCEA has corrected any errors, if present, Contractor will communicate to CCEA that a valid Rate Template has been received and work will commence as per the timelines indicated above.
iv. Should CalChoice submit updates after Contractor has begun work on a valid Rate Template, CalChoice understands this may be considered a new Rate Change.
b. Conduct an unlimited number of CalChoice Member and/ or SCE initiated Value-only Rate Changes per calendar year. c. Conduct an unlimited number of SCE initiated Structural Rate Changes per calendar year.
d. At the request of CalChoice, Contractor will perform additional Custom Rate Changes at a mutually agreed upon fixed fee determined by the terms described in Exhibit B, Section 4.
e. Service Levels for Rate Schedule Maintenance Services:
i. Contractor will use commercially reasonable efforts to perform such Services in an accurate and timely manner.
ii. To the extent there is an error in Rate Schedule Maintenance Services, Contractor will use commercially reasonable efforts to correct such error in a timely manner once the error is known to the Consultant.
iii. Correction of the error in the Contractor's billing system, as
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19 described in above, is the sole remedy for a breach or default in the Rate Schedule Maintenance. For the avoidance of doubt, such remedy shall not be deemed to be the exclusive remedy for a breach or default by Contractor of Services not listed in this “Rate Schedule Maintenance” section of the Agreement.
9. Reporting:
Report Frequency Delivery
Method
Aging Weekly,
Monthly
SFTP
Contact Center Statistics Weekly SFTP/Email
Cash Receipts Weekly,
Monthly
SFTP
Days To Invoice Weekly,
Monthly
SFTP
Program Opt Up with Address Weekly,
Monthly
SFTP
Utility User Tax (UUT) where
applicable
Monthly SFTP
Invoice Summary Report Weekly,
Monthly
SFTP
Monthly Transaction Summary Monthly SFTP
Opt Out with Rate Class Self service
Retroactive Returns Monthly SFTP
Sent to Collections, if applicable Monthly Email
Snapshot Weekly SFTP
Unbilled Usage Monthly SFTP
Full Volume Usage by Rate Class Monthly SFTP
Unresolved Billing Issues Greater than
30 Days
Monthly SFTP
Contractor shall assist CalChoice, as needed, in compiling various customer sales and usage statistics that may be necessary to facilitate CalChoice’s completion of requisite external reporting activities. Such statistics will likely include annual retail sales statistics for CalChoice customers, including year-end customer counts and retail electricity sales (expressed in kilowatt hours) for each retail service option offered by CalChoice. The sole remedy for a breach or default of Reporting Services is a corrected and reissued report(s). For the avoidance of doubt, such remedy shall not be deemed to be the exclusive remedy for a breach or
DRAFT EXECUTION VERSION
20 default by Contractor of Services not listed in this “Reporting” section of the Agreement.
10.Settlement Quality Meter Data:
a. Contractor shall provide CalChoice or CalChoice’s designated Scheduling Coordinator (SC) with Settlement Quality Meter Data (SQMD), to the extent available, as required from SCs by the California Independent System Operator (CAISO).
b. Provide Advanced Metering Infrastructure based SQMD settlements for improved accuracy.
c. Upon CalChoice’s request, Contractor shall submit the SQMD directly to the CAISO on behalf of CalChoice Member or CalChoice’s designated SC.
d. Service Level Agreement and Liquidated Damages for Settlement Quality Meter Data Services.
i. Contractor will use commercially reasonable efforts to perform the Settlement Quality Meter Data Services in an accurate and timely manner. ii. Contractor will use commercially reasonable efforts to remedy any breach or default by Contractor of the Settlement Quality Meter Data Services, but in no event will Contractor’s liability exceed $20,000.
e. The remedies described above are the sole and exclusive remedy for a breach or default of the Settlement Quality Meter Data Services. For the avoidance of doubt, such remedy shall not be deemed to be the exclusive remedy for a breach or default by Contractor of other Services not listed in this “Settlement Quality Meter Data” section of this Agreement.
11.Data Tools
a. Establish a data warehouse environment comprised of data related to the services provided by Contractor under this Agreement.
i. Provide CalChoice and CalChoice Member staff access to query the data warehouse environment.
ii. Data made available in the data warehouse may include:
1. AMI usage data provided by SCE through their EDI 867 files
2. Customer account information and characteristics from the customer list provided by SCE and supplemented by the following data from CRM and CIS:
a. CalChoice Member participation history
b. Product elections (e.g. base product and premium product) c. CCA rate schedule
d. Contractor will make reasonable efforts to provide
additional characteristics requested by CalChoice
3. Billing data from Contractor’s CIS
4. SQMD submission data.
iii. Contractor may, from time to time and at its sole discretion, update the
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21 functionality available in the data warehouse which may include, among others, adding or maintaining data visualizations, self-service reporting tools, self-service analytical tools, and Application Program Interface (API) points.
iv. Contractor may, at its sole discretion, engage with CalChoice and other Contractor clients to solicit their input on desired functionality, data elements, and system design as it pertains to the development, maintenance, and evolution of its data environment.
v. In the absence of the data warehouse or adequate data within the data warehouse, Contractor shall assist CalChoice in compiling ad-hoc sales, customer, and usage reports from time to time as may be requested by CalChoice, with each such request being accompanied by mutually agreed upon requirements and proper notice.
vi. Contractor will provide technical support to access the data warehouse and documentation describing the data. CalChoice will provide staff with technical database expertise to engage with Contractor in the implementation and use of the data warehouse.
b. Service Levels for Data Tools Services:
i. Contractor will use commercially reasonable efforts to perform such Services in an accurate and timely manner and to
provide for the system access identified above.
ii. If there is a system outage then Contractor will use commercially reasonable efforts to make such systems or forms available and responsive as soon as practicable. This is the sole remedy for a breach or default of the Data Tools Services. For the avoidance of doubt, such remedy shall not be deemed to be the exclusive remedy for a breach or default by Contractor of other Services not listed in this “Data Tools” section of this Agreement.
12.Ticketing Support System
a. Contractor will provide CalChoice with access to a web-based, ticketing system that CalChoice may use to submit service requests for certain deliverables to be provided by Contractor. Any outages in such ticketing system will be addressed as soon as practicable.
This is the sole remedy for a breach or default in the Ticketing Support System Services. For the avoidance of doubt, such remedy shall not be deemed to be the exclusive remedy for a breach or default by Contractor of Services not listed in this “Ticketing Support System” section of the Agreement.
13.Additional Services:
a. Forecasting Services
i. Subject to the terms in Exhibit B, Section 1.b.i, Contractor may provide, or cause to be provided, short-term, long-term, and/or renewable generation forecasting services.
DRAFT EXECUTION VERSION
22 b. Customer Analytics and Program Management Services i. Subject to the terms in Exhibit B, Section 1.b.i, Contractor may provide, or cause to be provided, capabilities that include customer targeting, program perform measurement and verification, program implementation and management, and other analytics necessary to design, implement, measure, and manage customer programs efficiently.
11. Data Retention Services:
a. Contractor is limited in its ability to perform the services described below by the availability and timeliness of data from the IOU(s). As such, Contractor is not liable or responsible for a breach or default in the Data Retention Services to the extent such breach or default is due to negligence, gross negligence, or willful misconduct of the applicable IOU or any other third-party. b. Raw EDI files shall be retained for a period of three years from the date of receipt or creation, unless otherwise required by applicable laws or regulations. c. Contractor will maintain and provide to CalChoice historical billing volume data on customers for a time period equal to the lesser of either (a) the start of service to present or (b) three years.
d. Contractor will make commercially reasonable efforts to record all inbound calls and maintain an archive of such recorded calls for 24 months from creation date.
Contractor will make such recordings available to CalChoice staff upon request to the extent such recordings are available.
e. Maintain an accessible archive of utility-consolidated, invoice statements (“Blue Bills”) for all CalChoice Member customers from the start of CalChoice Member Service or a period of no less than five years.
f. IOU provided reports shall be retained for three years from the date of creation or receipt.
g. Interval Data received through EDI 867 transactions shall be retained for a period of three years.
h. Interval Data retrieved from SCE’s Snowflake platform shall be retained for a period of 30 days from the date of retrieval.
i. To the extent there is a breach or default in Data Retention Services, the sole remedy will be for the Contractor to contact the applicable IOU to attempt to regain the lost data. This sole remedy is also applicable to (iii) above to the extent the historical billing volume data can be regained from the IOU. For the avoidance of doubt, such remedy shall not be deemed to be the exclusive remedy for a breach or default by Contractor of Services not listed in this “Data Retention Services” section of the Agreement.
12. LIQUIDATED DAMAGES.
To the extent the provisions above contain liquidated damages as the, or part of the, sole remedy for breach or default, the Parties agree that Contractor’s breach or default of the Services above may cause CalChoice and/or CalChoice Members to incur substantial
DRAFT EXECUTION VERSION
23 economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis of recovery of direct or actual damages and such liquidated damages represent a fair, reasonable and appropriate estimate thereof. Such liquidated damages are intended to represent estimated direct, actual damages and are not intended as a penalty.
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24 Exhibit B
In consideration of the services provided by Contractor described in Exhibit A and subject to the terms of the Agreement, CalChoice shall pay Contractor the following fees (“Fees”) for Basic Services:
1. Service Fees
a. Data Management Service Fees
i. CalChoice shall pay Contractor $1.206 per month for each active customer meter that is enrolled and served by each CalChoice Member each month. For purposes of clarification, each customer account may have multiple customer meter(s). Service fees shall be grouped and identified by each CalChoice Member.
ii. Beginning in January 2026, Contractor’s payment in effect for Services listed in this Agreement will escalate annually beginning January 1, 2026 by the Consumer Price Index West Region using January 2025 as the baseline and with an annual ceiling of 4%.
b. Additional Services
i. Forecasting Services
1. Consultant may provide or may cause to be provided certain forecasting services for short-term, long-term, and/or renewable generation. Such services are subject to further written agreement. ii. Customer Analytics and Program Management Services
1. Contractor may provide or may cause to be provided certain demand flexibility, customer targeting and/or, measurement and verification tools and services in support of CalChoice’s program and policy objectives. Such services are subject to further written agreement.
2. Script Translation Services Fees
a. Charges incurred by Contractor from engaging with vendors to translate scripts or other documents from English into other language(s) will be passed by Contractor to CalChoice at cost.
3. Additional Data Storage Fee
a. CalChoice may elect to expand the included active data retention term for customer data contained in the data warehouse to 60 months at a cost of $0.015 per meter increase to the per meter per month service fee listed above.
4. Additional Deliverable Pricing Fees
a. The Fees defined in Section 1 include only the Basic Services and items expressly
DRAFT EXECUTION VERSION
25 set forth in this Agreement. Unless otherwise agreed to by the Parties in an amendment to the Agreement, the cost of any additional deliverables provided by Contractor to CalChoice shall be passed through directly to CalChoice without mark-up. A labor rate of $200.00 per hour will be utilized for labor costs unless otherwise agreed upon in writing by both parties prior to the commencement of additional work.
i. Beginning in January 2026, Contractor’s labor rate above will escalate annually by the Consumer Price Index West Region, using January 2025 as the baseline and with an annual ceiling of 4%.
b. To support CalChoice in a dynamic market, Contractor will provide an annual 100- hour bank of ad-hoc hours to be used at CalChoice’s discretion. After the bank of hours are depleted, additional ad-hoc hours will be billed at the rate described above.
5. Community Benefits Grant Program
a. In addition, Contractor shall rebate two percent (2%) of annual data management service fees directly to 501c(3) organizations serving each CalChoice Member service territory for the purpose of promoting economic development, local project development, grid resiliency, residential tenant interests and other areas that support the mission of CalChoice and its member communities.
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26 Exhibit C
CalChoice Member Agencies:
1. Apple Valley Choice Energy
2. Energy for Palmdale’s Independent Energy
3. Lancaster Energy
4. Pico Rivera Innovative Municipal Energy
5. Pomona Choice Energy
6. Rancho Mirage Energy Authority
7. San Jacinto Power
8. Santa Barbara Clean Energy
STAFF REPORT
California Choice Energy Authority
02/18/25
JC
Date: February 18, 2025
To: Chairman Harris and Authority Members
From: Kathy Wells, Energy Programs Manager
Item 7: Consider Approval of Memorandum of Understanding with Los Angeles County, through its Internal Services Department for Regional Partnership and Implementation of the California Energy Commission Equitable Building Decarbonization Direct Install Program
Recommendation:
Approve Memorandum of Understanding between Los Angeles County, through its Internal Services Department, and California Choice Energy Authority, a member of the Southern California Equitable Building Decarbonization Coalition, relating to regional partnerships for the implementation of the California Energy Commission Equitable Building Decarbonization Direct Install Program, for a term effective March 1, 2025 through December 31, 2029, accept receipt of $379,919 in grant funds, and authorize the Executive Director, or his designee, to sign all documents subject to General Counsel approval.
Fiscal Impact:
CalChoice will receive up to $379,919 during the full program term of March 1, 2025 to December 31, 2029.
Background:
On August 2, 2023, CalChoice partnered with the County of Los Angeles as a member of the Southern California Equitable Building Decarbonization Coalition (SoCal EBD Coalition) to develop a proposal for the California Energy Commission (CEC) Equitable Building Decarbonization Statewide Direct Install Program. The Program will provide building decarbonization upgrades for low-income and moderate-income households in single-family, multifamily, and manufactured homes in under-resourced communities.
In August 2024, the CEC selected the SoCal EBD Coalition as the proposed awardee of the $329M Equitable Building Decarbonization Direct Install (EBD DI) Program for Southern California. The SoCal EBD Coalition, led by the County of Los Angeles Internal Services Department, is a collaborative effort involving more than 50 local government organizations, community-based organizations, and social justice organizations. CalChoice’s role as partner in the Coalition is limited to marketing, outreach, and education for the CalChoice member communities. CalChoice will be compensated up to $379,919 for services provided during the full program term beginning March 1, 2025, until December 31, 2029.
Attachment:
Memorandum of Understanding
1 MEMORANDUM OF UNDERSTANDING BETWEEN
THE LOS ANGELES COUNTY INTERNAL SERVICES DEPARTMENT AND
SOUTHERN CALIFORNIA EQUITABLE BUILDING DECARBONIZATION COALITION
RELATING TO
REGIONAL PARTNERSHIPS FOR THE IMPLEMENTATION OF THE
CALIFORNIA ENERGY COMMISSION EQUITABLE BUILDING DECARBONIZATION DIRECT
INSTALL PROGRAM
This Memorandum of Understanding ("MOU") is made and entered into on March 1, 2025, by and between the County of Los Angeles (County), through its Internal Services Department ("ISD”), and California Choice Energy Authority (CalChoice), a member of the Southern California Equitable Building Decarbonization (SoCal EBD) Coalition, who together are implementing the California Energy Commission (CEC) Equitable Building Decarbonization (EBD) Direct Install (DI) Program. The EBD DI Program will accelerate large-scale residential building decarbonization efforts underway in Southern California for single-family homes, multifamily properties, manufactured housing, and public housing in disadvantaged communities. Specifically, CalChoice will be responsible for conducting tailored and culturally relevant marketing, education, and outreach (ME&O) activities to inform and engage potential participants about EBD, the EBD DI Program, and its benefits. Activities will be informed by deep knowledge of the local needs, challenges, opportunities, and resources of communities, and delivered through established relationships.
I. PURPOSE
ISD, as the lead agency for implementation of the County's energy and environmental initiatives, is the recipient and administrator of the CEC EBD DI Grant Program for the Southern California region. On November 6, 2024, the Los Angeles County Board of Supervisors approved the acceptance of the 2024-2029 grant award to accelerate large scale residential building decarbonization funded by the EBD DI Program. ISD received an award of $328,977,7401 from the CEC.
The approved grant budget by the CEC, for Calendar Years 2024-2029, will provide regional engagement, outreach, and implementation support for the CEC Southern California Equitable Building Decarbonization Direct Install Program. Los Angeles County has requested assistance with general program design and support, program marketing, regional engagement support, energy planning, education and training, agency recognition, program motivation and competition, and identification of pilot activities. Community-based organizations (hereinafter CBOs) shall be guided in their work by program documents provided by ISD, as well as ongoing coordination with the designated Los Angeles County task lead.
The purpose of the MOU is for CalChoice to assist with the implementation of the CEC’s 1 Contingent upon USDOE HOMES approved funding.
Item 7 Attachment
2 Equitable Building Decarbonization program which seek to leverage their knowledge and perspective of their unique communities to increase the overall visibility and presence of projects, partnerships, and programs, generating new enrollments and registrations with communities and their members within their geographic region of influence, especially in hard to reach and disadvantaged communities; also, to support the program’s efforts related to project identification with prioritized communities within the respective region, and to coordinate and deliver education and training activities to enrolled communities and their members. Finally, CalChoice will work with Los Angeles County to identify further potential strategies and activities to support the CEC EBD DI program and ensure all deliverables as it concerns their specific communities.
II. TERM OF MOU
This MOU shall be effective from March 1, 2025 through December 31, 2029, or until such time, or either ISD or CalChoice decides to terminate this MOU.
Ill. COMPENSATION FOR SERVICES
ISD shall pay CalChoice for its performance of services as described in the attached Scope of Work, and the payment shall constitute full and complete compensation for CalChoice’s services including administration and administrative support, marketing, education, and outreach activities of the aforementioned program in CalChoice’s respective local community. Said compensation shall be paid by ISD out of its 2024- 2029 allocation of CEC funds, for allowable costs to be incurred for the express purposes specified. The parties understand and agree that such payment shall be conditioned upon the allocation determined by the CEC of said funds to ISD-EID. Said funds shall be paid in accordance with the budget, which shall be provided on a yearly basis by ISD, as established in the program agreement with the CEC. Any money received by CalChoice hereunder, and not incurred for costs pursuant hereto, and/or during the term of this MOU, shall be returned to ISD upon the expiration of the County Fiscal Years in which CalChoice incurred costs for the Program.
IV. INVOICING1 REPORTING & PAYMENTS
ISD will receive monthly invoices from CalChoice and shall review the invoices to ensure the following:
(1) That CalChoice activities are consistent with the Scope of Work (SOW) contained in this MOU; and
(2) That sufficient budgetary authorization exists.
The following Invoicing, Reporting and Payment Requirements are applicable to the SOW:
(1) Time and Material Basis; Not to Exceed. All work will be performed on a 3 time and material basis and subject to the general provisions set forth below.
General Provisions
(1) All charges shall be directly identifiable to, and required for, the authorized work or activity.
(2) CalChoice shall notify the ISD agent responsible for the MOU at such time that CalChoice reasonably ascertains that the forecasted cumulative charges may exceed any budgets authorized (whether by task, total amount authorized, or both) by either the County or CalChoice. (3) Labor Related Costs Under Time and Material Basis. To the extent applicable, CalChoice shall invoice ISD, at the fixed hourly rates or Monthly Salary Rates for the applicable labor categories, for the performance of the authorized work by the CalChoice's employees or agents as established in the ISD and CEC EBD agreement under the CalChoice’s respective budget form, as entered in the Direct Labor tab for rate caps Such fixed hourly rates or Monthly Salary Rates shall be inclusive of all of the CalChoice's overhead costs (including all taxes and insurance), administrative and general fees. All labor related costs shall be charged at cost, without mark-up, and shall be necessary, reasonable, and ordinary.
ISD will only reimburse for actual direct labor expenses incurred, not to exceed the rates specified in the Agreement. Rates must include dollars and cents.
(4) Expenses. All expenses shall be charged at cost, without mark-up, and shall be necessary, reasonable, and ordinary. Expenses shall also comply with federal, State, and County expense policies.
(5) Material and Miscellaneous Costs. Material and Miscellaneous Costs shall be substantiated with supporting documents and an invoice stating the unit price, quantity, and other information as required to identify the authorized work or activity. Materials are items under the agreement that do not meet the definition of Equipment and must be project-related. Food and drinks are not reimbursable expenses.
(6) Subcontract Costs and Subcontractors. Subcontracted work or activities shall be charged at the rates actually paid by CalChoice. CalChoice shall provide ISD with an additional invoice for any CalChoice invoice that includes Subcontractor costs. CalChoice shall at all times be responsible for the services or deliverables which are to be provided by CalChoice or its Subcontractors, and for the acts and omissions of Subcontractors and persons directly or indirectly engaged by the Subcontractors. All expenses shall be charged at cost, without mark-up and must follow the same labor related costs established by CEC guidelines.
4 (7) Travel Costs. All travel costs are reimbursed at state rates, subject to any state-wide prohibition on travel, except in agreements between the Energy Commission and a UC campus or the Federal Government. CalChoice will only receive reimbursement for travel costs for transportation (i.e. Flights, car rental, mileage, taxi) and lodging at state rates. All other travel related costs, such as meals and incidental expenditures, are not covered. CalChoice must obtain written pre-approval from ISD (or Commission Agreement Manager?) for all travel listed on the agreement budget forms, in accordance with the terms and conditions of this MOU. Approved air travel costs shall in no case exceed the cost of economy or coach fares where said fares are reasonably available. A copy of an airfare receipt indicating the final cost for the trip as well as applicable supporting documents showing the traveler's starting point, travel destination, departure and return, and the purpose of the trip are required for each air travel reimbursement. Automobile travel from the County agents or representatives’ office to any Program job site, function or activity shall be paid at applicable County travel expense rates and mileage. Either a mileage log showing miles driven for each trip or a Google Maps/ equivalent application printout showing the travel path shall be provided by CalChoice for each mileage reimbursement request.
(8) Records. CalChoice shall maintain, for a period of five (5) years after final payment, complete accounting records (and supporting documentation) of all invoiced costs. The County reserves the right to audit and copy any applicable documents related to the Work hours, all costs and expenses invoiced, and task completion records. Each invoice shall list the number of the Contract covered by each such invoice.
(9) Key Personnel. CalChoice will appoint a CBO representative who will be the primary contact between CalChoice and the ISD, and who will be authorized to act on behalf of the CalChoice. Such appointment shall be communicated in writing to ISD as soon as reasonably practicable, following the execution of this MOU. CalChoice shall promptly notify ISD of any intended reassignment or proposed replacement of the key personnel who will be submitting invoicing and reporting information to ISD.
(10) Activities Outside of Program Scope. ISD shall not be required to pay CalChoice for any activities undertaken by CalChoice that are outside of the Scope of this MOU, but that are otherwise invoiced by CalChoice. (11) Invoicing Requirements: CalChoice shall provide a monthly invoice to ISD within the 7th calendar day of every month for all reimbursable expenses incurred performing work under this Agreement in compliance with the Terms and Conditions for the prior month. Invoices must separate and distinguish Marketing, Education, Outreach, Planning and Material Development-Related, and Administrative activity costs. The invoice and supporting documents are for work performed by CalChoice and its Subcontractors. 5 (12) Invoice Deficiencies. In the event ISD determines that CalChoice's (or any of its Subcontractors' that are included for payment) invoices do not meet the invoicing requirements of the MOU, lack accounting transparency, and/or lack sufficient material support, ISD will notify CalChoice of the deficiencies and CalChoice shall promptly correct such deficiencies. ISD has the right to review and approve the data and the methods used to develop the invoice documentation. However, the failure of ISD to conduct such review or grant such approval shall not relieve CalChoice from its responsibilities and obligations under a particular invoice.
(13) Payment by ISD. ISD shall pay undisputed charges within net thirty (30) days of receiving invoices that follow the requirements set forth in this MOU. ISD has the right to withhold payment of particular charges that ISD disputes in good faith, pending the resolution of the dispute, and ISD will provide CalChoice with notice of the amounts being withheld and the reasons for the dispute.
V. ISD RESPONSIBILITIES
A. ISD shall periodically monitor the project performance by CalChoice on programs/projects activities by review of project records and meetings with CalChoice's staff. ISD shall promptly notify CalChoice of changes in any regulatory requirements, specifically governing the administration of funds, that become effective following the execution of this MOU.
B. ISD may, after review and evaluation of the programs, modify the amount of funds designated for the programs, and/or require CalChoice to implement changes in the scope of services to be performed by CalChoice, in alignment with the agreement established between ISD and CEC.
C. ISD authorizes CalChoice staff to assist the CEC EBD DI Program in accordance with all applicable federal, State, and County laws and regulations. Where necessary, ISD shall make available designated staff to work with CalChoice staff designated to assist the program on project-related activities.
VI. AMENDMENT TO MOU
ISD may modify the amount of funds designated to assist the CalChoice programs and/or modify the scope of services to be performed, subject to costs incurred or encumbered by contractual agreement, in alignment with the agreement established between ISD and CEC. However, any other changes to this MOU must be accomplished by written consent of both parties.
6 VII. TERMINATION OF MOU
Either party may terminate this MOU by giving the other party 30 days written notice.
VIII. List of Attachments
A. Scope of Work
B. Budget
C. Schedule of Products
D. CEC EBD DI Program Terms and Conditions
E. DOE HOMES Terms and Conditions
F. CEC Invoice Template
[Signatures continue on the following
page.]
7 SIGNATURES
IN WITNESS WHEREOF, the ISD and the California Choice Energy Authority, by and through their duly authorized representatives have caused this MOU to be subscribed to on the day and year first above written.
COUNTY OF LOS ANGELES
INTERNAL SERVICES DEPARTMENT
By
Michael Owh
DIRECTOR
Date ___/___/___
CALIFORNIA CHOICE ENERGY
AUTHORITY
By
Jason Caudle
CHIEF EXECUTIVE
Date ___/___/___
APPROVED AS TO FORM
_______________
County Counsel
A-1
ATTACHMENT A
SCOPE OF WORK
Scope of Work (SOW) for Community Energy Partner: California Choice Energy Authority The primary objective of this Scope of Work is to outline the roles, responsibilities, and approved activities for California Choice Energy Authority (CalChoice), a community choice aggregator (CCA) participating in the California Energy Commission (CEC) Equitable Building Decarbonization Direct Install (EBD DI) Program in the Southern Region as a Program Partner (“Partner”). CalChoice will complete the tasks outlined below under the direction of the Program Administrator, County of Los Angeles (LA County).
Program Overview
The EBD DI Program will accelerate large-scale residential building decarbonization efforts underway in Southern California for single-family homes, multifamily properties, manufactured housing, and public housing in disadvantaged communities. The Program includes community-based organization (CBO) and Partner-led marketing, outreach, and education (ME&O) to underserved communities to identify properties eligible for decarbonization measures for the purpose of connecting them with a program Decarbonization Concierge who will complete eligibility screenings.
CalChoice will be responsible for conducting tailored and culturally relevant ME&O activities to inform and engage potential participants about EBD and its benefits. Activities will be informed by deep knowledge of the local needs, challenges, opportunities, and resources of communities, and delivered through established relationships. CalChoice will be supported by a dedicated Area Coordinator who serves as the liaison between Partners and the Implementation Team. The Area Coordinator is the single point of contact for CalChoice to facilitate effective and timely communication. The Area Coordinator will meet regularly with CalChoice to collect activity logs, gather feedback and lessons learned from outreach efforts, and provide guidance and support as needed.
Roles and Responsibilities
CalChoice will participate in activities to boost awareness and drive participation in EBD Direct Install among targeted Southern California communities by educating residents on the environmental, economic, and health benefits of the program. CalChoice project tasks are numbered pursuant to CEC EBD DI tasks, summarized below in Table 1.
Table 1. Task Summary
Task # Task Name
5.8.1 Outreach Strategies
5.8.2 Education Activities
5.8.3 Participant Handoff
5.8.4 Meetings and Reporting
CalChoice will maintain detailed records of all expenditures and submit regular invoices as per the terms of its contract with Program Implementer ICF.
Monthly invoices shall be submitted clearly identifying Task 5.8, using the invoice template (Attachment F. CEC Invoice Template) with all required supporting documentation, to the Program A-2
Administrator (LA County ISD) by the Xth of every month.
Task 5.8.1. Outreach Strategies
CalChoice will conduct culturally appropriate outreach and engagement in each Community Focus Area, under the guidance of the Area Coordinator and Program Implementer. CalChoice is expected to implement a variety of outreach strategies to effectively reach the target audience, including outreach to residential participants, local contractors, and trade allies. Community events such as workshops, town hall meetings, and informational booths at local markets and festivals will provide opportunities for direct engagement. Digital campaigns will utilize social media, email newsletters, and community websites to disseminate information widely and engage with residents online. Print materials, including flyers, brochures, and posters, (provided by the Program) will be distributed in community centers, libraries, and local businesses to ensure that information is accessible to those who may not be reached through digital channels.
Initially, CalChoice will serve as the point of contact for participating households. Once participants express interest in the EBD Direct Install Program, CalChoice will connect interested residents with the Program Implementer, ICF, to complete eligibility screening and assignment to an Intake Advisor for enrollment support and a program Decarbonization Concierge for long-term program support.
CalChoice will customize outreach materials and conduct outreach for participating community to engage participants, as well as encourage local contractors and trade allies’ participation.
Task 5.8.1 Deliverables
• Attend annual Area Coordinator ME&O Strategy Meeting
• Annual outline of anticipated events and estimated target audience quantities per event type to Area Coordinator
Task 5.8.2 Education Activities
CalChoice shall engage the community through various activities designed to educate and involve community members in the EBD Direct Install Program. Workshops and demonstrations will provide hands-on experiences with decarbonization technologies such as heat pumps and induction cooktops, helping residents understand how these technologies work and the benefits they offer. Success stories, including testimonials and case studies from participants who have benefited from the program, will be shared to build trust and encourage others to enroll. Educational sessions will offer in-depth information on energy efficiency and decarbonization, helping community members make informed decisions.
Partnerships with local schools, churches, and community groups will be established to co-host events and spread awareness, ensuring that outreach efforts are integrated into existing community activities.
In planning education activities and interactions with the public, CalChoice is expected to adhere to the following guidelines and raise any concerns immediately to the assigned Area Coordinator. • Provide potential program participants with educational materials in appropriate languages about the EBD Direct Install Program, the benefits of building decarbonization, and how the program’s Decarbonization Concierge will provide support before, during, and after the retrofit project.
• Ensure outreach and engagement includes clear information on CEC-approved programs and products and does not include third-party services or products not associated with the EBD Direct Install Program or otherwise approved by CEC.
• Include prevention measures to ensure the CEC, California Climate Investments (CCI), and Department of Energy (DOE) names and logos, and the EBD Direct Install Program, are not used for private party advertising or gain, or to mislead or exploit property owners or occupants.
A-3
Task 5.8.2 Deliverables
• Quarterly update of confirmed events to Area Coordinator, including specific outreach activities, location of event, date of event, and anticipated target audience attendees for each event.
Table 1. Approved Outreach & Education Activities
Outreach Event
Types Sample Approved Activities
Estimated Total
Target Audience
Reached (Number)
Church Socials
• Presentations
• Discussions
• Share education materials
•
Community
Parties
• Interactive games
• Demonstrations
• Testimonials & success stories
•
Cultural Events
• Art showcases
• Cultural performances
• Informational booths
•
Digital
Campaigns
• Social media posts
• Email newsletters
• Online workshops
•
Fairs and
Festivals
• Booths with interactive displays
• Educational games
• Giveaways
•
Health Clinics
• Information tables at health fairs
• Presentations at wellness workshops
• In-office info/flyers on bulletin boards
•
Media
Engagement
• Radio interviews
• TV segments
• Newspaper articles
•
Neighborhood
Meetings
• Presentations Q&A sessions
• Distribution of informational packets
• Showcase of completed project in
neighborhood
•
Partnership
Events
• Co-hosted events with local schools and
businesses
• Distribution of educational materials
• Speaking opportunities
•
Public Events
• Informational booths
• Workshops & demonstrations
• Q&A sessions
•
School Events
• Educational sessions
• Science fairs
• Environmental clubs
•
Volunteer • Community clean-ups •
A-4
Outreach Event
Types Sample Approved Activities
Estimated Total
Target Audience
Reached (Number)
Programs • Tree planting
• Beach clean-ups
Workshops/Other
• Hands-on demonstrations
• Educational sessions
• Tabling
•
Task 5.8.3 Participant Handoff
CalChoice will conduct outreach and educational activities for the target audiences in each Community Focus Area and connect interested residents with the Program Implementer, ICF, to complete eligibility screening and assignment to an Intake Advisor for enrollment support and a program Decarbonization Concierge for long-term program support.
CalChoice will support follow-up surveys, developed by ICF, to participating households.
Task 5.8.3 Deliverables
• Support potential participants in completing an Interest Form • Provide a list of interested participants to the Program Implementer on a monthly basis by the Xth of the month.
Task 5.8.4. Meetings and Reporting
CalChoice will track and report on program activity. CalChoice will ensure adherence to program guidelines and quality standards in all outreach activities, and the timeliness and accuracy of reporting on outreach activities, and outcomes.
• Event Attendance: Record the number of attendees at community events, workshops, and meetings, and assess the level of engagement and interaction at these events. • Lead Generation: Count the number of leads generated from outreach activities and potential participants handed off to the Decarbonization Concierge.
Task 5.8.4 Deliverables
• Attend bi-weekly Area Coordinator meetings
• Support event attendance, lead generation, and participant hand-off reporting with Area Coordinator.
Timeline
Work and deliverables are to be completed in accordance with the CEC Schedule of Products (Attachment C).
Budget (Attachment B)
Please see budget allocation (Attachment B). Per the EBD DI Terms and Conditions (Attachment D), any budgetary alterations shall adhere to Section 6. Changes to the Agreement.
A-5
Summary of Deliverables
Task # Task Name Deliverables
5.8.1 Outreach
Strategies
• Attend annual Area Coordinator ME&O Strategy Meeting
• Annual outline of anticipated events to Area Coordinator
5.8.2 Education
Activities
• Quarterly update of confirmed events to Area Coordinator, including specific outreach activities, location, date, and anticipated target audience attendees for each event.
5.8.3 Participant
Handoff
• Support potential participants in completing an Interest Form
• Provide a list of interested participants to the Program Implementer on a monthly basis by the 5th of the month.
5.8.4 Meetings and
Reporting
• Attend bi-weekly Area Coordinator meetings
• Support event attendance, lead generation, and
participant hand-off reporting with Area Coordinator.
B-1
ATTACHMENT B
BUDGET
BUDGET SUMMARY
Name of Organization CalChoice
Organization Type Subcontractor See Section I.B in Solicitation Manual for definitions Cost Category
EBD
Reimbursable
Share
Match Share Total Administration Project-Related Project Administration Project-Related Project Administration Project-Related Project Direct Labor $ 124,649 $ - $ 124,649 $ 35,639 $ 55,112 $ - $ 13,312 $ 20,586 $ - $ 48,951 $ 75,698 $ - Fringe Benefits $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Labor $ 124,649 $ - $ 124,649 $ 35,639 $ 55,112 $ - $ 13,312 $ 20,586 $ - $ 48,951 $ 75,698 $ - Travel $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Materials/Miscellaneous $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Subcontractors $ 255,270 $ - $ 255,270 $ - $ 185,848 $ - $ - $ 69,422 $ - $ - $ 255,270 $ - Total Other Direct Costs $ 255,270 $ - $ 255,270 $ - $ 185,848 $ - $ - $ 69,422 $ - $ - $ 255,270 $ - Indirect Costs $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Profit (not allowed for grant
recipients) $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Indirect and Profit $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Grand Totals $ 379,919 $ - $ 379,919 $ 35,638.69 $ 240,960.17 $ - $ 13,312.46 $ 90,008.16 $ - $ 48,951.15 $ 330,968.33 $ - Amount of Funds to be Spent
in California** Percent of Total 13% 87% 0% 13% 87% 0% 13% 87% 0% Percentage of Funds to be
spent in California
State EBD Funds by Category Federal EBD Funds by Category Total EBD Funds (State and Federal) by Category B-2
LABOR
FRINGE BENEFITS
Not provided
TRAVEL, EQUIPMENT, and MATERIALS & MISCELLANEOUS
No costs
Employee Name
Job Classification /
Title
Cost Category
(Select from drop-down menu)
Maximum
Labor Rate
($ per hour)
# of
Hours
State EBD
Funds
Federal EBD
Funds
Total EBD
Funds
(State+Fed)
Match
Share Total
TBD General Manager Administration $ 191.00 30 $ 4,129 $ 1,542 $ 5,671 $ - $ 5,671 TBD General Manager Project-Related $ 191.00 35 $ 4,876 $ 1,821 $ 6,697 $ - $ 6,697 Kathy Wells, TBD Program Manager Administration $ 116.00 129 $ 10,864 $ 4,058 $ 14,922 $ - $ 14,922 Kathy Wells, TBD Program Manager Project-Related $ 116.00 306 $ 25,859 $ 9,659 $ 35,518 $ - $ 35,518 TBD Finance Manager Administration $ 145.00 39 $ 4,129 $ 1,542 $ 5,671 $ - $ 5,671 TBD Finance Manager Project-Related $ 145.00 46 $ 4,876 $ 1,821 $ 6,697 $ - $ 6,697 TBD Analyst Administration $ 116.00 196 $ 16,516 $ 6,170 $ 22,686 $ - $ 22,686 TBD Analyst Project-Related $ 116.00 231 $ 19,502 $ 7,285 $ 26,787 $ - $ 26,787 Hourly Direct Labor Totals $ 90,751 $ 33,899 $ 124,649 $ - $ 124,649 B-3
SUBCONTRACTS
INDIRECT COSTS AND PROFIT
No costs
Cost Category
(Select from drop-down
menu)
Subcontractor or
Vendor Name Organization Type Purpose and Cost Basis
CA Business
Certifications
DVBE/
SB/MB/None
State EBD
Funds
Federal EBD
Funds
Total EBD
Funds
(State+Fed)
Match
Share Total
Project-Related Tripepi Smith Subcontractor
Purpose: Assist project team with design of outreach
materials
Cost basis: prior project costs
$ 23,414 $ 8,746 $ 32,160 $ - $ 32,160
Project-Related CBO To be selected through
RFI Subcontractor
Purpose: Provide culturally appropriate outreach and
engagement activities
Cost Basis: Scope of work and prior project costs
$ 46,340 $ 17,310 $ 63,650 $ - $ 63,650
Project-Related CBO To be selected through
RFI Subcontractor
Purpose: Provide culturally appropriate outreach and
engagement activities
Cost Basis: Scope of work and prior project costs
$ 46,340 $ 17,310 $ 63,650 $ - $ 63,650
Project-Related CBO To be selected through
RFI Subcontractor
Purpose: Provide culturally appropriate outreach and
engagement activities
Cost Basis: Scope of work and prior project costs
$ 46,340 $ 17,310 $ 63,650 $ - $ 63,650
Project-Related CBO To be selected through
RFI Subcontractor
Purpose: Provide culturally appropriate outreach and
engagement activities for manufactured home parks
Cost Basis: Scope of work and prior project costs
$ 11,707 $ 4,373 $ 16,080 $ - $ 16,080
Project-Related CBO To be selected through
RFI Subcontractor
Purpose: Provide culturally appropriate outreach and
engagement activities for single family properties
Cost Basis: Scope of work and prior project costs
$ 11,707 $ 4,373 $ 16,080 $ - $ 16,080
Total: $ 185,848 $ 69,422 $ 255,270 $ - $ 255,270
C-1
ATTACHMENT C
SCHEDULE OF PRODUCTS
Task
Number
Task
Name Product(s) Southern Region Due Date (LAC)
1.1 Attend Kick-off Meeting
Kick-Off Meeting Agendas (CEC) 10 calendar days before Kick-Off Meetings Updated Schedule of Products and Due Dates 10 calendar days after Kick-off Meetings
1.2 Critical Project Review (CPR) Meetings
Agenda and a list of expected participants (CEC) 10 calendar days before CPR meeting CPR Report 10 calendar days before CPR meeting
Schedule for written determination (CEC) 10 calendar days after CPR meeting Written determination (CEC)
As indicated in schedule for written
determination
Agenda and a list of expected participants (CEC) 10 calendar days before CPR meeting CPR Report 10 calendar days before CPR meeting
Schedule for written determination (CEC) 10 calendar days after CPR meeting Written determination (CEC)
As indicated in schedule for written
determination
Agenda and a list of expected participants (CEC) 10 calendar days before CPR meeting CPR Report 10 calendar days before CPR meeting
Schedule for written determination (CEC) 10 calendar days after CPR meeting Written determination (CEC)
As indicated in schedule for written
determination
Agenda and a list of expected participants (CEC) 10 calendar days before CPR meeting CPR Report 10 calendar days before CPR meeting
Schedule for written determination (CEC) 10 calendar days after CPR meeting Written determination (CEC)
As indicated in schedule for written
determination
1.3 Program Meetings and Briefings (2 per month for first year) Agenda and a list of expected participants (CEC) 10 calendar days before Meeting Written documentation of meeting agreements 5 calendar days after meeting
1.4 Advisory Group
List of potential Advisory Group members for the
region At Kick-off Meeting
Final list of potential Advisory Group members (CEC) 30 calendar days after Kick-off Meeting List of confirmed Advisory Group members for the
region
15 calendar days after receiving the list
from CEC
Advisory Group meeting agendas (CEC) 5 calendar days before Meetings
1.5 Invoices
Monthly invoices
45 days after reporting period (assuming
monthly reporting period) or as specified by
CAM
Monthly draft invoice 15th of every month
Monthly true-up updates for advanced funds
45 days after reporting period (assuming
monthly reporting period) or as specified by
CAM
1.6 Monthly Progress Report
Monthly progress reports
Within 10 calendar days from the end of the
reporting period 15th of every month
1st CPR
Meeting
2nd CPR
Meeting
3rd CPR
Meeting
4th CPR
Meeting
C-2
Task
Number
Task
Name Product(s) Southern Region Due Date (LAC)
1.7 Obtain and Execute Subawards
List of subaward agreements and timeline for
execution At Kick-off Meeting
Subaward agreements (Draft, if requested) 20 calendar days after Kick-off Meeting Subaward agreements (Final) 45 calendar days after Kick-off Meeting
1.8 Annual Reports and Presentations
Annual reports and presentations (Drafts) Annual reports and presentations (Finals) January 30 15 days after CAM provides comments on draft
reports
15 calendar days after CAM provides
comments on draft reports
1.9 Final Report and Presentation
Final report (Draft)
90 calendar days before the end of the
agreement term
Final report (Final)
60 days before the end of the Agreement Term
60 calendar days before the end of the
Agreement Term
1.10 Final Meetings
Written documentation of meeting agreements and
unresolved activities 5 calendar days after final meeting Schedule for completing closeout activities 10 calendar days after final meeting 2 Internal Controls, Processes and Procedures
Internal controls, processes, and procedures 2 months after Kick-off Meeting Updated internal controls, processes, and procedures
As needed or requested by the CAM (no
less than annually)
Monthly fiscal accounting in Task 1.6 Monthly
Progress Reports
within 10 calendar days from the end of the
reporting period (i.e., end of prior month)
3 Program Data Collection and Reporting
Project data Daily or as specified by CAM
Metrics and Data Reports Within 15 calendar days of CAM request 4 Assist CEC with DOE HOMES Application Components
Responses for DOE application components (Draft) Within 15 calendar days of request from CAM
Responses for DOE application components (Final)
At least 60 days prior to program launch
Within 15 calendar days of request from
CAM
Components for Consumer Protection Plan (Draft) Within 15 calendar days of request from CAM
Components for Consumer Protection Plan (Final)
At least 60 days prior to program launch
Within 15 calendar days of request from
CAM
Components for Market Transformation Plan (Draft) Within 15 calendar days of request from CAM
Components for Market Transformation Plan (Final)
At least 60 days prior to program launch
Within 15 calendar days of request from
CAM
Input on draft Community Benefits Plan, Education
and Outreach Strategy, Utility Data Access Plan, and
Privacy and Security Risk Assessment
Within 15 calendar days of request from
CAM
5.1 Community Focus Areas
List and justification for Initial Community Focus
Areas
As part of application
List and justification for amended or additional
Community Focus Areas, if directed by the CAM
30 calendar days after request from the
CAM
5.2 Community Application Process
Proposed Community Application Process and
Selection Criteria 6 months after Kick-off Meeting
Final Community Application Process and Selection
Criteria 9 months after Kick-off Meeting
C-3
Task
Number
Task
Name Product(s) Southern Region Due Date (LAC)
5.3 Workforce Plan and Contractor Enrollment
Workforce Plan outline 2 months after Kick-off Meeting
Workforce Plan (Draft) 3 months after Kick-off Meeting
Workforce Plan (Final) 5 months after Kick-off Meeting
5.4 Standard Packages of Measures
Packages of measures and any related updates 4 months after Kick-off Meeting Bi-annual Report on Packages of Measures
June 30th and December 31st of each
calendar year (excluding the fifth year)
5.5 Pricing and Cost Caps
Cost-Control Mechanisms 4 months after Kick-off Meeting
5.6 Household/Property Targeting
Household Identification and Screening Plan (Draft) 3 months after Kick-off Meeting Household Identification and Screening Plan (Final) 5 months after Kick-off Meeting
5.7 Set-Aside for Manufactured Homes
Manufactured and Mobile Homes Service Plan (Draft) 6 months after Kick-off Meeting Manufactured and Mobile Homes Service Plan (Final) 9 months after Kick-off Meeting
5.8 Outreach and Engagement
Outreach Materials 5 months after Kick-off Meeting
Outreach and Engagement Log Part of Task 3 Project Data
5.9 Household Eligibility and Initial Enrollment
Application Template 2 months after Kick-off Meeting
5.1 Home Assessments
Home Assessment Approach and Processes (Draft) 3 months after Kick-off Meeting Home Assessment Approach and Processes (Final) 5 months after Kick-off Meeting Updated Home Assessment Approach and Processes
(if requested by CAM)
within 30 days of request from CAM
5.11 Program Participation Agreements and Tenant Protections Program Participation Agreement Template 5 months after Kick-off Meeting
5.12 Building Decarbonization Retrofits
Post-installation Project Certificate Template (Draft) 5 months after Kick-off Meeting Post-installation Project Certificate Template (Final) 6 months after Kick-off Meeting
5.13 Quality Assurance and Quality Control (QA/QC)
Hotline Call Log Tracker Weekly or as specified by the CAM QA/QC Procedures (Draft) 4 months after Kick-off Meeting QA/QC Procedures (Final) 6 months after Kick-off Meeting
5.14 Participant Surveys
Participant Survey (Draft) 5 months after Kick-off Meeting Participant Survey (Final) 9 months after Kick-off Meeting 6 Continuous Improvement
No Awardee Product for this Task
7 Coordination and Layering with Other Programs
Coordination Plan (Draft) 4 months after Kick-off Meeting Coordination Plan (Final) 6 months after Kick-off Meeting Terms and Conditions GFO-23-404
April 2024 i EBD Direct Install Program
ATTACHMENT D
CEC EQUITABLE BUILDING DECARBONIZATION
DIRECT INSTALL PROGRAM TERMS AND CONDITIONS
TABLE OF CONTENTS
SECTION PAGE NO.
1. Grant Agreement.................................................................................................... 1
2. Documents Incorporated by Reference ............................................................... 2
3. Due Diligence ......................................................................................................... 3
4. Products.................................................................................................................. 3
5. Publications - Legal Statement on Reports and Products ................................. 4
6. Changes to the Agreement.................................................................................... 5
7. Contracting and Procurement Procedures.......................................................... 7
8. Bonding and Insurance ....................................................................................... 10
9. Permits and Clearances....................................................................................... 10
10. Equipment......................................................................................................... 10
11. Termination....................................................................................................... 11
12. Stop Work.......................................................................................................... 11
13. Travel and Per Diem......................................................................................... 12
14. Standard of Performance................................................................................. 12
15. Payment of Funds ............................................................................................ 13
16. Fiscal Accounting Requirements.................................................................... 18
17. Indemnification................................................................................................. 19
18. Workers' Compensation Insurance................................................................. 19
19. General Provisions........................................................................................... 20
20. Certifications and Compliance........................................................................ 21
21. Site Visits .......................................................................................................... 24
22. Budget Contingency Clause............................................................................ 24
23. Public Works -- Payment of Prevailing Wages............................................... 24
24. Intellectual Property......................................................................................... 27
25. CEC Remedies for Recipient’s Non-Compliance........................................... 28
26. Enforcement...................................................................................................... 28
27. Confidential Recipient Information................................................................. 29
28. Receipt of Confidential Information and Personal Information.................... 30
29. Executive Order N-6-22 – Russia Sanctions .................................................. 32
30. Greenhouse Gas Reduction Fund Requirements.......................................... 32
31. Conflicts of Interest.......................................................................................... 34
32. Disclosure......................................................................................................... 35 Terms and Conditions Page D-1 of 35 GFO-23-404
April 2024 EBD Direct Install Program
TERMS AND CONDITIONS
1. Grant Agreement
This project is being funded with a grant from the California Energy Commission’s (CEC) Equitable Building Decarbonization Program. The Equitable Building Decarbonization Program is funded in part by the California Climate Investments2 program, and is subject to the laws enacted for the administration of auction proceeds deposited into the Greenhouse Gas Reduction Fund, including without limitation: AB 109 (Chapter 249, Statutes of 2017); Health and Safety Code section 39710 et. seq.; and Government Code sections 16428.8 – 16428.95, including any amendments to these sections.
Under this Agreement, the Recipient shall develop and implement the Equitable Building Decarbonization Direct Install Program, which is a block grant program and governed by California Public Resources Code section 25665.3. Recipient understands that the CEC currently only has $[•] of the potential $[•] maximum possible funding for administrative costs under this Agreement and $[•] of the potential $[•] for incentives awarded under this Agreement. Therefore, upon execution of this Agreement, Recipient only has authority to spend up to $[•] in administrative costs, not to exceed 10 percent of the total budget for state funds and 8 percent of the total budget for federal funds. In the future, the CEC may allocate none, some, or the entire remaining contingent amount up to a maximum amount of $[•] in administrative costs. Recipient shall only be authorized to spend more than the existing $[•] in administrative costs upon execution of an amendment to this Agreement that authorizes the Recipient to spend more funds. [Dollar amounts to be added after the Notice of Proposed Award and during agreement finalization]
The Recipient, as implementer of the Equitable Building Decarbonization Direct Install Program, is a conduit of the funds that will be awarded to provide assistance to Retrofit Awardees, and the grant-funded Retrofit Awards do not result in the performance of services by the Retrofit Awardees to the CEC, but the CEC is a real party in interest to the agreements between the Recipient and Retrofit Awardees.
The CEC will not take title to equipment acquired by the Retrofit Awardees; and the performance under the Retrofit Awards is not controlled by the CEC. The Retrofit Awardees are being provided assistance to carry out their own projects and are not providing services to the CEC or Recipient. The Retrofit Awards directly benefit each Retrofit Awardee’s project. The products produced by the Recipient are a by-product of the main purpose of the block grant. The products are used to monitor the use of grant funds and do not result in a service to the CEC.
2 California Climate Investments is a statewide initiative that puts billions of Cap-and-Trade dollars to work reducing greenhouse gas emissions, strengthening the economy, and improving public health and the environment – particularly in disadvantaged communities.
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This Agreement is comprised of the grant funding award, these Terms and Conditions, and all attachments, including Federal Award Terms and Conditions (Attachment 10). These Terms and Conditions are standard requirements for grant awards. The CEC may impose additional special conditions in this grant Agreement that address the unique circumstances of this project. Special conditions that conflict with these standard provisions take precedence.
The Recipient’s authorized representative shall sign all copies of this Agreement and return all signed packages to the CEC's Grants and Loans Office within 30 days of receipt. Failure to meet this requirement may result in the forfeiture of this award.
When all required signatures are obtained, an executed copy will be returned to the Recipient.
The term of this Agreement or the Agreement Period is the length of this Agreement between the CEC and the Recipient. Project means Recipient’s specific project that is funded in whole by this Agreement. The Recipient’s project will coincide with the Agreement Period.
All reimbursable work and/or the expenditure of funds must occur within the approved term of this Agreement. The CEC cannot authorize any payments until all parties sign this Agreement.
2. Documents Incorporated by Reference
The documents below are incorporated by reference into this Agreement. These terms and conditions will govern in the event of a conflict with the documents below, with the exception of the documents in subsections (e) and (f). Where this Agreement or California laws and regulations are silent or do not apply, the CEC will use the federal cost principles and acquisition regulations listed below as guidance in determining whether reimbursement of claimed costs is allowable. Documents incorporated by reference include:
CEC Guidelines
a. Equitable Building Decarbonization Direct Install Program Guidelines, https://www.energy.ca.gov/publications/2023/equitable-building-decarbonization-direct-install-program-guidelines.
Solicitation Documents (if award is made through a competitive solicitation) b. The funding solicitation under which this Agreement was awarded.
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c. The Recipient’s proposal submitted in response to the solicitation.
California Air Resources Board Documents
d. California Air Resources Board, Funding Guidelines for Agencies that Administer California Climate Investments, www.arb.ca.gov/cci-fundingguidelines Federal Cost Principles (applicable to state and local governments, Indian tribes, institutions of higher education, and nonprofit organizations) e. 2 Code of Federal Regulations (CFR) Part 200, Subpart E (sections 200.400 et seq.).
Federal Acquisition Regulations (applicable to commercial organizations) f. 48 CFR, Ch.1, Subchapter E, Part 31, Subpart 31.2: Contracts with Commercial Organizations (supplemented by 48 CFR, Ch. 9, Subchapter E, Part 931, Subpart 931.2 for Department of Energy grants).
Nondiscrimination
g. 2 California Code of Regulations (CCR), section 11099 et seq.: Contractor Nondiscrimination and Compliance.
General Laws
h. Any federal, state, or local laws or regulations applicable to the project that are not expressly listed in this Agreement.
3. Due Diligence
The Recipient is required to take timely actions which, taken collectively, move this project to completion. The Commission Agreement Manager (CAM) will periodically evaluate the project schedule and the Scope of Work tasks. If the CAM determines (1) the Recipient is not being diligent in completing the tasks in the Statement of Work or (2) the time remaining in this Agreement is insufficient to complete all project work tasks by the approved Agreement end term date, the CAM may recommend that this Agreement be terminated, and the Agreement may, without prejudice to any of the CEC’s remedies, be terminated.
4. Products
a. “Products” are defined as any tangible item specified for delivery to the CEC in the Scope of Work, including but not limited to data, reports, plans, and other program documents. Unless otherwise directed, draft copies of all products identified in the Scope of Work and Schedule of Products shall be submitted to the CAM for review and comment in the manner and form specified in the Scope of Work.
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b. If the CEC determines that a product is substandard given its description and intended use as described in this Agreement, CEC staff, without prejudice to any of the CEC’s other remedies, may refuse to authorize payment for the product and any subsequent products that rely on or are based upon the product under this Agreement.
c. Failure to submit a product required in the Scope of Work may be considered material noncompliance with the Agreement terms. Without prejudice to any other remedies, noncompliance may result in actions such as the withholding of future payments or awards, or the suspension or termination of the Agreement.
5. Publications - Legal Statement on Reports and Products a. The Recipient is encouraged to publish or otherwise make publicly available the results of the work conducted under the award.
No product or report produced because of work funded by this program shall be represented to be endorsed by the CEC, and all such products or reports shall include the following statement:
LEGAL NOTICE
This document was prepared as a result of work sponsored by the California Energy Commission. It does not necessarily represent the views of the CEC, its employees, or the State of California. The CEC, the State of California, its employees, contractors, and subcontractors make no warranty, express or implied, and assume no legal liability for the information in this document; nor does any party represent that the use of this information will not infringe upon privately owned rights. b. Acknowledgement of California Climate Investments
Recipients shall acknowledge the California Climate Investments program as the source of project funds, in any publications, websites, signage, invitations, and other media-related and public-outreach products. The standard funding language is:
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The Equitable Building Decarbonization Program is part of California Climate Investments, a statewide initiative that puts billions of Cap-and-Trade dollars to work reducing greenhouse gas emissions, strengthening the economy, and improving public health and the environment – particularly in
disadvantaged communities. The Cap-and-Trade program
creates a financial incentive for industries to invest in clean technologies and develop innovative ways to reduce pollution.
California Climate Investments projects include affordable housing, renewable energy, public transportation, zero-emission vehicles, environmental restoration, more sustainable agriculture, recycling, and much more. At least 35 percent of these investments are located within and benefiting residents of disadvantaged communities, low-income communities, and low-income households across California. For more
information, visit the California Climate Investments website at: www.caclimateinvestments.ca.gov.
The Recipient is encouraged to display the California Climate Investments logo on equipment and signage to acknowledge the funding source.
Guidance on California Climate Investments logo usage, signage guidelines, and high-resolution files are contained in a style guide available at:
http://www.caclimateinvestments.ca.gov/logo-graphics-request.
6. Changes to the Agreement
a. Procedure for Requesting Changes
The Recipient must submit a written request to the CAM for any change to the Agreement. The request must include:
• A brief summary of the proposed change;
• A brief summary of the reason(s) for the change;
• Justification for the change; and
• The revised section(s) of the Agreement, with changes made in underline/ strikethrough format.
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b. Approval of Changes
No amendment or variation of this Agreement shall be valid unless made in writing and signed by both of the parties except for the CEC’s unilateral termination rights in Section 11 of these terms. No oral understanding or agreement is binding on any of the parties. Changes to the Agreement must be approved at a CEC business meeting or by the Executive Director (or his/her designee).
The CAM or Commission Agreement Officer (CAO) will provide the Recipient with guidance regarding the level of CEC approval required for a proposed change.
c. Personnel or Subcontractor Changes
All changes below require advance written approval by the CAM, in addition to the appropriate level of CEC approval as described in subsection (b). 1) Replacement of Key Personnel, Subcontractors, and Vendors The CAM must provide advance written approval of the replacement of personnel, subcontractors, and vendors who are identified in the Agreement and are critical to the outcome of the project, such as the Project Manager.
2) Assignment of New Personnel to an Existing Job Classification If the Recipient or a subcontractor seeks to assign new personnel to a job classification identified in Attachment 4 (Budget Forms), the Recipient or subcontractor must submit the individual’s resume and proposed job classification and rate to the CAM for approval. The proposed rate may not exceed the maximum rate identified for the job classification. Neither the Recipient nor any subcontractor may use the job classifications or rates of their subcontractors for personnel.
If the individual performs any work prior to the effective date of the amendment documenting the change, the Recipient will bear the expense of the work.
3) Promotion of Existing Personnel (Applies to Recipients and major subcontractors)
Promotion of existing Recipient and major subcontractor personnel to rates higher than those listed for their current classification in Attachment 4 will not be approved. The actual rates (e.g., direct labor rates, fringe benefit rates, and indirect rates) shall not exceed the approved rates in the Budget.
4) Addition of job classifications and changes in hours.
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5) Increased direct operating expenses and rates that exceed the expenses and rates identified in Attachment 4.
7. Contracting and Procurement Procedures
This section provides general requirements for (a) an agreement between the Recipient and a third-party subcontractor3 (subcontract), and (b) an agreement between the Recipient and a Retrofit Awardee (Retrofit Award). Where these terms require the Recipient to flow down terms to subcontractors and Retrofit Awardees, the Recipient shall ensure that its agreement with subcontractors and Retrofit Awardees also require the flow down of these terms to every lower-tiered level of sub-subcontractor and sub-Retrofit Awardee.
For subcontracts that are listed as “to be determined” in the Budget, the Recipient must submit a revised Budget to the CAM, identifying the subcontractor and specific items of cost expected to be incurred by that subcontractor. In addition, Recipient must have a fully executed subcontract or Retrofit Award before the subcontractor or Retrofit Awardee can incur any costs for which the Recipient will seek reimbursement.
The Recipient is required, where feasible, to employ contracting and procurement practices that promote open competition for all goods and services needed to complete this project. Recipient shall obtain price quotes from an adequate number of sources for all subcontracts.
The CEC will defer to the Recipient's own regulations and procedures as long as they reflect applicable state and local laws and regulations and are not in conflict with the minimum standards specified in this Agreement.
Upon request, the Recipient must submit to the CAM a copy of all solicitations for services or products required to carry out the terms of this Agreement and copies of the proposals or bids received.
3 A subcontractor is any person or entity that receives grant funds directly from the Recipient and is entrusted by the Recipient to make decisions about how to conduct some of the block grant project activities. A subcontractor’s role involves discretion over grant activities and is not merely just selling goods or services. A subcontractor cannot also be a Retrofit Awardee. A vendor is a person or entity that sells goods or services to the Recipient, Subcontractor, or any lower-tiered level of Sub-Subcontractor, in exchange for some of the grant funds, and does not make decisions about how to perform the grant’s activities. A vendor’s role is ministerial and does not involve discretion over grant activities.
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The Recipient is responsible for handling all contractual and administrative issues arising out of or related to any subcontracts it enters into under this Agreement.
Nothing contained in this Agreement or otherwise creates any contractual relation between the CEC and any subcontractors, and no subcontract may relieve the Recipient of its responsibilities under this Agreement. The Recipient agrees to be as fully responsible to the CEC for the acts and omissions of its subcontractors or persons directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Recipient.
The Recipient’s obligation to pay its subcontractors is an independent obligation from the CEC’s obligation to make payments to the Recipient. As a result, the CEC has no obligation to pay or enforce the payment of any funds to any subcontractor. The Recipient is responsible for establishing and maintaining contractual agreements with and reimbursing each subcontractor for work performed in accordance with the terms of this Agreement.
All subcontracts must incorporate all of the following:
• A clear and accurate description of the material, products, or services to be procured as well as a detailed budget and timeline.
• A detailed budget and timeline.
• Provisions that allow for administrative, contractual, or legal remedies in instances where subcontractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. • Provisions for termination by the Recipient, including termination procedures and the basis for settlement, and language conforming to the termination provision related to Executive Order N-6-22 – Russia Sanctions. • A statement that further assignments will not be made to any third or subsequent tier subcontractor without additional advance written consent of the CEC.
• Language conforming to the following provisions:
• Publications - Legal Statement on Reports and Products (Section 5) • Equipment (Section 10)
• Travel and Per Diem (Section 13)
• Standard of Performance (Section 14)
• Fiscal Accounting Requirements (Section 16)
• Indemnification (Section 17)
• Nondiscrimination Statement of Compliance (Section 20.b) • Site Visits (Section 21)
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• Public Works – Payment of Prevailing Wages (Section 23) • Intellectual Property (Section 24)
• Remedies for Non-Compliance (Section 25)
• Enforcement (Section 26)
• Receipt of Confidential Information and Personal Information (Section 28)
• Conflicts of Interest (Section 31)
• Survival of the following provisions:
• Equipment (Section 10)
• Fiscal Accounting Requirements (Section 16)
• Intellectual Property (Section 24)
• Receipt of Confidential Information and Personal Information (Section 28)
Recipients who are subcontracting with University of California (UC) may use the terms and conditions negotiated by the CEC with UC for their subcontracts.
Recipients who are subcontracting with the United States Department of Energy (DOE) national laboratories may use the terms and conditions negotiated with DOE.
Without limiting any of the CEC’s other remedies, failure to comply with the above requirements may result in the termination of this Agreement.
Retrofit Awards funded in whole or in part by this Agreement must incorporate all of the following:
• Provisions that allow for administrative, contractual, or legal remedies in instances where Retrofit Awardees violate or breach contract terms, including Program Participation Agreement terms and the tenant protections therein, and provide for such sanctions and penalties as may be appropriate, including the repayment to CEC of grant funds spent under the Retrofit Award. • Provisions for termination by the Recipient, including termination procedures and the basis for settlement, and language conforming to the termination provision related to Executive Order N-6-22 – Russia Sanctions. • A statement that further assignments will not be made to any third or subsequent tier Retrofit Awardee without additional advance written consent of the CEC.
• Language conforming to the following provisions:
• Equipment (Section 10)
• Indemnification (Section 17)
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• Site Visits (Section 21)
• Remedies for Non-Compliance (Section 25)
• Enforcement (Section 26)
• Receipt of Confidential Information and Personal Information (Section 28), if applicable
• Conflicts of Interest (Section 31)
• Survival of the following provisions:
• Equipment (Section 10)
8. Bonding and Insurance
The Recipient will follow its own bonding and insurance requirements relating to bid guarantees, performance bonds, and payment bonds without regard to the dollar value of the subcontract(s) as long as they reflect applicable state and local laws and regulations.
9. Permits and Clearances
The Recipient is responsible for ensuring all necessary permits and environmental documents are prepared and clearances are obtained from the appropriate agencies.
10. Equipment
Equipment is defined as having a useful life of at least one year, having an acquisition unit cost of at least $5,000, and purchased with grant funds. Equipment means any products, objects, machinery, apparatus, implements, or tools purchased, used, or constructed within the project, including those products, objects, machinery, apparatus, implements or tools from which over thirty percent (30%) of the equipment is composed of materials purchased for the project. For purposes of determining depreciated value of equipment used in the Agreement, the project shall terminate at the end of the normal useful life of the equipment purchased, funded and/or developed with CEC funds. The CEC may determine the normal useful life of such equipment.
Title to equipment and any appliance acquired by the Recipient with grant funds shall vest in the Recipient, and the Recipient may transfer title to Retrofit Awardees. Title to equipment acquired by Retrofit Awardees with grant funds, if any, shall vest in the Retrofit Awardee. The Recipient shall use the equipment in the project or program for which it was acquired as long as needed, whether or not the project or program continues to be supported by grant funds, and the Recipient shall not encumber the property without CAM approval. When no longer needed for the original project or program, the Recipient shall contact the CAM for disposition instructions.
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The Recipient shall also flow to Retrofit Awardee any requirements developed in the Program Participation Agreements developed under the Scope of Work. The Recipient shall require Retrofit Awardee to comply with any limitations on equipment or appliance disposition provided in any lease addendum, deed recording, or other document provided by the Recipient.
11. Termination
This project may be terminated for any reason set forth below.
With Cause
The CEC may, for cause, terminate this Agreement upon giving five (5) calendar days advance written notice to the Recipient. In this event, the Recipient will use all reasonable efforts to mitigate its expenses and obligations.
The term “for cause” includes but is not limited to the following:
• Reorganization to a business entity unsatisfactory to the CEC; • Retention or hiring of subcontractors, or replacement or addition of personnel, that fail to perform to the standards and requirements of this Agreement;
• The Recipient’s inability to pay its debts as they become due and/or the Recipient’s default of an obligation that impacts its ability to perform under this Agreement; or
• Significant change in state or CEC policy such that the work or product being funded would not be supported by the CEC.
Without Cause
The CEC may terminate this Agreement without cause upon giving thirty (30) days advance written notice to the Recipient. In this event, the Recipient will use all reasonable efforts to mitigate its expenses and obligations.
If this Agreement is terminated with or without cause, the CEC reserves the right to transfer this project to another Equitable Building Decarbonization regional administrator and Recipient will use good faith efforts to take steps to effectuate the transfer.
12. Stop Work
CEC staff may, at any time, by written notice to Recipient, require Recipient to stop all or any part of the work tasks in this Agreement. Stop work orders may be issued for reasons such as a project exceeding budget, standard of performance, out of scope work, delay in project schedule, misrepresentations and the like.
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a. Compliance. Upon receipt of such a stop work order, Recipient shall immediately take all necessary steps to comply therewith and to stop the incurrence of costs allocable to the CEC.
b. Canceling a Stop Work Order. Recipient shall resume the work only upon receipt of written instructions from CEC staff.
13. Travel and Per Diem
a. The Recipient shall be reimbursed for travel and per diem expenses using the same rates provided to non-represented State employees, subject to any state-wide prohibition on travel. The Recipient must pay for travel in excess of these rates. The Recipient may obtain current rates from the CEC’s website at:
http://www.energy.ca.gov/contracts/TRAVEL_PER_DIEM.PDF. b. For purposes of payment, Recipient's headquarters shall be considered the location of the Recipient's office where the employees’ assigned responsibilities for this award are permanently assigned. c. Travel identified in the Budget section of this Agreement is approved and does not require further authorization.
d. Travel that is not included in the Budget section of this Agreement shall require written authorization from the CAM and CAO prior to travel departure. The CEC will reimburse travel expenses from the Recipient's office location.
e. The Recipient must retain documentation of travel expenses in its financial records. The documentation must be listed by trip and include dates and times of departure and return, departure city, and destination city. Travel receipts, including for travel meals and incidentals, shall be submitted with payment requests requesting reimbursement from the CEC.
14.Standard of Performance
Recipient, its subcontractors, and their employees, in the performance of Recipient's work under this Agreement shall be responsible for exercising the degree of skill and care required by customarily accepted good professional practices and procedures used in the Recipient’s field.
Any costs for failure to meet the foregoing standard or to correct otherwise defective work that requires re-performance of the work, as directed by CAM, shall be borne in total by Recipient and not the CEC.
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It is the Recipient's duty to ensure that CEC funds are not misspent by subcontractors or misused by Retrofit Awardees. For example, Recipient must ensure CEC funds are used to reimburse or otherwise pay for allowable costs that are actually incurred. This includes that it is the Recipient's duty to develop internal controls to detect fraud, waste, and abuse.
In the event Recipient/subcontractor fails to perform in accordance with the above standard:
a. Recipient/subcontractor will re-perform, at its own expense, any task which was not performed to the reasonable satisfaction of the CAM. Any work re-performed pursuant to this paragraph shall be completed within the time limitations originally set forth for the specific task involved.
Recipient/subcontractor shall work any overtime required to meet the deadline for the task at no additional cost to the CEC; b. The CEC shall provide a new schedule for the re-performance of any task pursuant to this paragraph in the event that re-performance of a task within the original time limitations is not feasible; and
c. The CEC shall have the option to direct Recipient/subcontractor not to re-perform any task which was not performed to the reasonable satisfaction of the CAM pursuant to application of (a) and (b) above. In the event the CEC directs Recipient/subcontractor not to re-perform a task, the CEC and Recipient shall negotiate a reasonable settlement for satisfactory work performed. No previous payment shall be considered a waiver of the CEC's right to reimbursement.
Nothing contained in this section is intended to limit any of the rights or remedies which the CEC may have under law.
15. Payment of Funds
a. Advance funds for Retrofit Awards
This Agreement is for the Recipient to administer a block grant program.
Under Public Resources Code section 25661(b) the CEC has authority to advance up to 25 percent of the clean energy program moneys allocated to recipients of a financial incentive, and Public Resources Code section 25660(c) confers block grant authority.
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Under this Agreement, the Recipient can request but is not guaranteed to receive advance funds for Retrofit Awards (i.e., incentives). Funds will not be advanced for other project expenditures. It is solely within the CEC’s discretion to allow advance funds. Because the CEC earns interest on the funds in its accounts, the CEC can lose interest if it advances funds long before Recipient actually pays out the funds (i.e., the funds sit in Recipient’s account instead of the CEC’s interest-earning account). The Recipient shall establish a separate ledger account or fund for receipt and disbursement of advance funds under this Agreement.
Accordingly, the Recipient, if allowed to receive advance funds for Retrofit Awards, shall take reasonable efforts to minimize the time between receiving advance funds and paying them out. The CEC can request at any time that the Recipient repay to the CEC any funds advanced to Recipient that the Recipient has not paid out, and the Recipient shall repay the unspent advanced funds within 10 days of receiving the CEC’s request.
The Recipient shall pay to the CEC any interest it earns on advanced funds that cumulatively total more than $200. This means over the life of this Agreement, if the Recipient cumulatively earns more than $200 on advanced funds, any additional interest amounts after that shall be paid to the CEC.
Alternatively, the CEC in its sole discretion, can instead subtract the interest amount over $200 from the amount paid to Recipient as requested in Recipient’s future invoices.
In addition to other documentation the Recipient must provide under this Agreement, upon request by the CEC, the Recipient shall provide all documents related to advanced funds received and paid out and any interest earned on the funds.
b. Reimbursement for all other project expenditures
The CEC agrees to reimburse the Recipient for actual allowable expenditures incurred in accordance with the Budget. The rates in the Budget are rate caps, or the maximum amount allowed to be billed.
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The Recipient can only bill for actual expenses incurred at the Recipient’s actual rates not to exceed the rates specified in the Budget (e.g., direct labor rates, fringe benefit rates, and indirect rates). For example, if the Budget includes an employee’s hourly rate of $50/hour but the employee is only paid $40/hour, the Recipient can only bill for $40/hour. Under the same example, if the employee earned $70/hour but the Budget only lists $50/hour, the Recipient can only bill for $50. Another example is if the maximum fringe benefit rate listed in the Budget is 20% but the Recipient’s actual fringe benefit rate is only 15%, the Recipient can only bill at 15%. The actual rates (e.g., direct labor rates, fringe benefit rates, and indirect rates) should not exceed the approved rates in the Budget.
(1) Payment Requests
The Recipient may request payment from the CEC no more frequently than monthly. The final payment request must be received by the CEC along with the Final Report 60 days prior to the end of the Agreement term.
Payments will generally be made on a reimbursement basis for Recipient expenditures, i.e., after the Recipient has incurred the cost for a service, product, supplies, or other approved budget item. No reimbursement for food or beverages shall be made other than allowable per diem charges.
Funds in this Agreement have a limited period in which they must be expended. All Recipient expenditures must occur within the approved term of this Agreement.
(2) Documentation
All payment requests must be submitted using a completed Payment Request form and emailed to [email protected]. This form must be accompanied by an itemized list of all charges and copies of all receipts or invoices necessary to document these charges for the CEC, including backup documentation for actual expenditures, such as timecards, vendor invoices, and proof of payment. Any payment request that is submitted without the itemization will not be authorized.
If the itemization or documentation is incomplete, inadequate, or inaccurate, the CAM will inform the Recipient via a Dispute Notification Form (Std. 209) and hold the invoice until all required information is received or corrected. Any penalties imposed on the Recipient by a subcontractor because of delays in payment will be paid by the Recipient.
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Any documentation in foreign currency must be converted to dollars, and the conversion rate must be included in your itemization. (3) Certification
The following certification shall be included on each Payment Request form and signed by the Recipient’s authorized officer:
I certify that this invoice is correct and proper for
payment, and reimbursement for these costs has not
and will not be received from any other sources,
including but not limited to a government entity
contract, subcontract, or other procurement method.
Additional certification is required related to the payment of prevailing wages. Refer to Sections 20 and 23 of these terms and conditions for more information.
(4) Government Entity
Government Entity is defined as a governmental agency from California or any state or a state college or state university from California or any state; a local government entity or agency, including those created as a Joint Powers Authority; an auxiliary organization of the California State University or a California community college; the Federal Government; a foundation organized to support the Board of Governors of the California Community Colleges or an auxiliary organization of the Student Aid Commission established under Education Code 69522.
(5) Release of Funds
The CAM will not process any payment request during the Agreement term until the following conditions have been met:
• All required reports have been submitted and are satisfactory to the CAM.
• All applicable special conditions have been met.
• All appropriate permits or permit waivers from governmental agencies have been issued to the Recipient and copies have been received by the CAM.
• All products due have been submitted and are satisfactory to the CAM.
• Other prepayment conditions as may be required by the CAM have been met. Such conditions will be specified in writing ahead of time, if possible.
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(6) Fringe Benefits, Indirect Overhead, and General and Administrative (G&A)
Indirect cost rates must be developed in accordance with generally accepted accounting principles. If the Recipient has an approved fringe benefits or indirect cost rate (indirect overhead or G&A) from their cognizant Federal Agency, the Recipient may bill at the federal rate up to the Budget rate caps if the following conditions are met:
• The Recipient may bill at the federal provisional rate but must adjust annually to reflect their actual final rates for the year in accordance with the Labor, Fringe, and Indirect Invoicing Instructions which can be accessed in this agreement.
• The cost pools used to develop the federal rates must be allocable to the CEC Agreement, and the rates must be representative of the portion of costs benefiting the CEC Agreement. For example, if the federal rate is for manufacturing overhead at the Recipient’s manufacturing facility and the CEC Agreement is for research and development at their research facility, the federal indirect overhead rate would not be applicable to the CEC Agreement. • The federal rate must be adjusted to exclude any costs that are specifically prohibited in the CEC Agreement.
• The Recipient may only bill up to the Agreement Budget rate caps unless and until an amendment to the Agreement Budget is approved.
(7) Retention
It is the CEC's policy to retain 10 percent of any payment request or 10 percent of the total CEC award until the end of the project. After the project is complete the Recipient must submit a completed payment request form requesting release of the retention. The CAM will review the project file and, when satisfied that the terms of the funding Agreement have been fulfilled, will authorize release of the retention.
Retention shall only be held for administrative costs.
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The CEC may choose to release retention on an annual basis, if the Recipient’s performance and completion of products and activities over the course of the year in question (referred to herein as a Retention Year) is determined by the CAM to be satisfactory. The Retention Year shall align with the reporting period for the Recipient’s Annual Reports. After the completion of a Retention Year and submission of the associated Annual Report, the Recipient may submit a completed payment request form requesting release of retention pursuant to this paragraph.
(8) State Controller’s Office
Payments are made by the State Controller’s Office.
16. Fiscal Accounting Requirements
a. Accounting and Financial Methods
The Recipient shall establish a separate ledger account or fund for receipt and disbursement of CEC funds for each project funded by the CEC. Expenditure details must be maintained in accordance with the approved budget details using appropriate accounting practices.
b. Retention of Records
The Recipient shall retain all project records (including financial records, progress reports, and payment requests) for a minimum of three (3) years after the final payment has been received or five (5) years after the state grant term, whichever is later, unless otherwise specified in the funding Agreement.
Records for nonexpendable personal property acquired with grant funds shall be retained for five years after its final disposition or five years after the state grant term, whichever is later.
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c. Audits
Upon written request from the CEC, the Recipient shall provide detailed documentation of all expenses at any time throughout the project. In addition, the Recipient agrees to allow the CEC or any other agency of the State, or their designated representative, upon written request, to have reasonable access to and the right of inspection of all records that pertain to the project during the term of this Agreement and for a period of three (3) years thereafter or three years after the federal grant term, whichever is later, unless the CEC notifies the Recipient, prior to the expiration of such three-year period, that a longer period of record retention is necessary. Further, the Recipient agrees to incorporate an audit of this project within any scheduled audits, when specifically requested by the State. Recipient agrees to include a similar right to audit in any subcontract.
Recipients are strongly encouraged to conduct annual audits in accordance with the single audit concept. The Recipient should provide two copies of the independent audit report and any resulting comments and correspondence to the CAM within 30 days of the completion of such audits.
17. Indemnification
The Recipient agrees to indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all claims and losses accruing or resulting to Recipient, the CEC, and to any and all contractors, subcontractors, Retrofit Awardees, vendors, materialmen, laborers, and any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by the Recipient in the performance of this Agreement.
This includes repayment to CEC for funds advanced which were not spent, either by the Recipient or a subcontractor, in accordance with the terms of this Agreement.
18. Workers' Compensation Insurance
a. Recipient hereby warrants that it carries Worker's Compensation Insurance for all of its employees who will be engaged in the performance of this Agreement, and agrees to furnish to the CAM satisfactory evidence of this insurance at any time the CAM may request.
b. If Recipient is self-insured for worker's compensation, it hereby warrants such self-insurance is permissible under the laws of the State of California and agrees to furnish to the CAM satisfactory evidence of this insurance at any time the CAM may request.
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19. General Provisions
a. Governing Law
It is hereby understood and agreed that this Agreement shall be governed by the laws of the State of California as to interpretation and performance. b. Independent Capacity
The Recipient, and the agents and employees of the Recipient, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the CEC.
c. Assignment
Without the written consent of the CEC in the form of a formal written amendment, this Agreement is not assignable or transferable by Recipient either in whole or in part.
d. Timeliness
Time is of the essence in this Agreement.
e. Unenforceable Provision
In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. f. Waiver
No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Agreement shall be taken and construed as cumulative, that is, in addition to every other remedy provided therein or by law.
g. Assurances
The CEC reserves the right to seek further written assurances from the Recipient and its team that the work of the project under this Agreement will be performed consistent with the terms of the Agreement. h. Change in Business
(1) Recipient shall promptly notify the CEC of the occurrence of each of the following:
(a) A change of address.
(b) A change in the business name or ownership.
(c) The existence of any litigation or other legal proceeding affecting the Project.
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(d) The occurrence of any casualty or other loss to Project personnel, equipment or third parties of a type commonly covered by insurance.
(e) Receipt of notice of any claim or potential claim against Recipient for patent, copyright, trademark, service mark and/or trade secret infringement that could affect the CEC’s rights. (2) Recipient shall not change or reorganize the type of business entity under which it does business except upon prior written notification to the CEC. A change of business entity or name change requires an amendment assigning or novating the Agreement to the changed entity. In the event the CEC is not satisfied that the new entity can perform as the original Recipient, the CEC may terminate this Agreement as provided in the termination paragraph.
i. Survival of Terms
It is understood and agreed that certain provisions shall survive the completion or termination date of this Agreement for any reason. The provisions include, but are not limited to:
• Publications - Legal Statement on Reports and Products (Section 5) • Equipment (Section 10)
• Termination (Section 11)
• Payment of Funds (Section 15)
• Fiscal Accounting Requirements (Section 16)
• Indemnification (Section 17)
• Change in Business (Section 19.h)
• Intellectual Property (Section 24)
20. Certifications and Compliance
Federal, State and Municipal Requirements
Recipient must obtain any required permits and shall comply with all applicable federal, State, and municipal laws, rules, codes, and regulations for work performed under this Agreement.
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Nondiscrimination Statement of Compliance
During the performance of this Agreement, Recipient and its subcontractors shall not unlawfully discriminate, harass, or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age, marital status, and denial of family care leave. Recipient and its subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination and harassment. Recipient and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code sections 12990 et seq.) and the applicable regulations promulgated thereunder (CCR, Title 2, section 11000 et seq.).
The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4.1 of Title 2 of the CCR are incorporated into this Agreement by reference and made a part of it as if set forth in full. Recipient and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.
The Recipient shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.
Drug-Free Workplace Certification
By signing this Agreement, the Recipient hereby certifies under penalty of perjury under the laws of the State of California that the Recipient will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code section 8350 et seq.) and will provide a drug-free workplace by taking the following actions:
(1) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations as required by Government Code section 8355(a)(1).
(2) Establish a Drug-Free Awareness Program as required by Government Code section 8355(a)(2) to inform employees about all of the following:
• The dangers of drug abuse in the workplace;
• The person's or organization's policy of maintaining a drug-free workplace;
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• Any available counseling, rehabilitation, and employee assistance programs; and
• Penalties that may be imposed upon employees for drug abuse violations.
(3) Provide, as required by Government Code section 8355(a)(3), that every employee who works on the proposed project:
• Will receive a copy of the company's drug-free policy statement; • Will agree to abide by the terms of the company's statement as a condition of employment on the project.
Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both, and the Recipient may be ineligible for any future State awards if the CEC determines that any of the following has occurred: (1) the Recipient has made false certification, or (2) violates the certification by failing to carry out the requirements as noted above.
d. Child Support Compliance Act (Applicable to California Employers) For any Agreement in excess of $100,000, the Recipient acknowledges that:
• It recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and • To the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.
e. Americans with Disabilities Act
By signing this Agreement, Recipient assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101, et seq.), which prohibits discrimination on the basis of disability, as well as applicable regulations and guidelines issued pursuant to the ADA.
f. Air or Water Pollution Violation
Under state laws, the Recipient will not be:
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(1) In violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district;
(2) Subject to a cease-and-desist order not subject to review issued pursuant to section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or
(3) Finally determined to be in violation of provisions of federal law relating to air or water pollution.
g. National Labor Relations Board Certification (Not applicable to public entities) The Recipient, by signing this Agreement, swears under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against the Recipient within the immediately preceding two-year period because of the Recipient's failure to comply with an order of a federal court that orders the Recipient to comply with an order of the National Labor Relations Board.
21. Site Visits
The CEC and/or its designees have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. Recipient must provide and must require subcontractors and Retrofit Awardees to provide reasonable facilities and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work.
22. Budget Contingency Clause
It is mutually agreed that this Agreement shall be of no further force and effect if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the work identified in the Scope of Work. In this event, the CEC shall have no liability to pay any funds whatsoever to the Recipient or to furnish any other consideration under this Agreement, and the Recipient shall not be obligated to perform any provisions of this Agreement.
If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the CEC shall have the option to either: 1) cancel this Agreement with no liability occurring to the CEC; or 2) offer an Agreement Amendment to the Recipient to reflect the reduced amount.
23. Public Works -- Payment of Prevailing Wages
Generally Required by Law
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Projects that receive an award of public funds from the CEC often involve construction, alteration, demolition, installation, repair, or maintenance work over $1,000.
NOTE: Projects that receive an award of public funds from the CEC are likely to be considered public works under the California Labor Code. See Chapter 1 of Part 7 of Division 2 of the California Labor Code, commencing with section 1720 and Title 8, CCR, Chapter 8, Subchapter 3, commencing with section 16000.
Accordingly, the CEC assumes that all projects it funds are public works. Projects deemed to be public works require among other things the payment of prevailing wages.
NOTE: Prevailing wage rates can be significantly higher than non-prevailing wage rates.
By accepting this Agreement, Recipient as a material term of this Agreement shall be fully responsible for complying with all California public works requirements including but not limited to payment of prevailing wage. Public Resources Code section 25665.3(f) provides that “[p]rojects funded pursuant the [Equitable Building Decarbonization] direct install program shall be performed by workers paid prevailing wage where possible and when applicable.” Therefore, as a material term of this Agreement, Recipient must either:
(a) Proceed on the assumption that the project is a public work and ensure that:
(i) prevailing wages are paid; and
(ii) the project budget for labor reflects these prevailing wage requirements; and
(iii) the project complies with all other requirements of prevailing wage law including but not limited to keeping accurate payroll records, and complying with all working hour requirements and
apprenticeship obligations;
or,
(b) Timely obtain a legally binding determination from the California Department of Industrial Relations (DIR) or a court of competent jurisdiction before work begins on the project that the proposed project is not a public work.
NOTE: Only the DIR and courts of competent jurisdiction have jurisdiction to issue legally binding determinations that a particular project is or is not a public work.
If the Recipient is unsure whether the project receiving this award is a “public work” as defined in the California Labor Code, it may wish to seek a timely determination from the DIR or an appropriate court.
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NOTE: Such processes can be time consuming and therefore it may not be possible to obtain a timely determination before the date for performance of the award commences.
If the Recipient does not timely obtain a binding determination from DIR or a court of competent jurisdiction that the project is not a public work, before this Agreement from the CEC is executed, the Recipient shall assume that the project is a public work and that payment of prevailing wages is required and shall pay prevailing wages unless and until such time as the project is subsequently determined to not be a public work by DIR or a court of competent jurisdiction.
NOTE: California Prevailing Wage law provides for substantial damages and financial penalties for failure to pay prevailing wages when payment of prevailing wages is required.
Subcontractors and Flow-down Requirements. Recipient shall ensure that its subcontractors, if any, also comply with above requirements with respect to public works/prevailing wage. Recipient shall ensure that all agreements with its contractors/subcontractors to perform work related to this project contain the above terms regarding payment of prevailing wages on public works projects.
Recipient shall be responsible for any failure of Recipient’s subcontractors to comply with California prevailing wage and public works laws.
Indemnification and Breach. Any failure of Recipient or its subcontractors to comply with the above requirements shall constitute a breach of this Agreement that excuses the CEC’s performance of this Agreement at the CEC’s option, and shall be at Recipient’s sole risk. In such a case, CEC may refuse payment to Recipient of any amount under this Agreement and CEC shall be released, at its option, from any further performance of this award or any portion thereof. By accepting this Agreement, and as a material term of this Agreement, Recipient agrees to indemnify the CEC and hold the CEC harmless for any and all financial consequences arising out of or resulting from the failure of Recipient and/or any of Recipient’s subcontractors to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law.
Budget. Recipient’s budget and subcontractors’ budgets on public works projects must indicate which job classifications are subject to prevailing wage. For detailed information about prevailing wage and the process to determine if the proposed project is a public work, Recipient may wish to contact the DIR or a qualified labor attorney of their choice for guidance.
Covered Trades. For public works projects, Recipient may contact DIR for a list of covered trades and the applicable prevailing wage.
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Questions. If Recipient has any questions about this contractual requirement or the wage, record keeping, apprenticeship or other significant requirements of California prevailing wage law, it is recommended that Recipient consult DIR and/or a qualified labor attorney of its choice before accepting this Agreement.
Certification. Recipient shall certify to the CEC on each Payment Request Form, either that (1) prevailing wages were paid to eligible workers who provided labor for work covered by the payment request and that the Recipient and all contractors and subcontractors otherwise complied with all California prevailing wage laws, or (2) that the project is not a public work requiring the payment of prevailing wages.
In the latter case, Recipient shall provide competent proof of a DIR or court determination that the project is not a public work requiring the payment of prevailing wages.
Prior to the release of any retained funds under this Agreement, the Recipient shall submit to the CEC the above-described certificate signed by the Recipient and all contractors and subcontractors performing public works activities on the project.
Absent such certificate, Recipient shall have no right to any funds under this Agreement, and CEC shall be relieved of any obligation to pay said funds.
24. Intellectual Property
a. The CEC makes no claim to “intellectual property” developed under this Agreement except as expressly provided herein.
b. “Intellectual property” means: (a) inventions, technologies, designs, drawings, software, formulas, compositions, processes, techniques, works of authorship, trademarks, service marks, and logos that are created, conceived, discovered, made, developed, altered, or reduced to practice with Agreement or match funds during or after the Agreement term; (b) any associated proprietary rights to these items, such as patent and copyright; and (c) any upgrades or revisions to these items. “Product” means any tangible item specified for delivery to the CEC in the Scope of Work.
“Works of authorship” does not include written products created for Agreement reporting and management purposes, such as reports, summaries, lists, letters, agendas, schedules, and invoices. c. The CEC owns all products identified in the Scope of Work, with the exception of products that fall within the definition of “intellectual property.” d. The CEC has a no-cost, non-exclusive, transferable, irrevocable, royalty-free, worldwide, perpetual license to use, publish, translate, modify, and reproduce intellectual property for governmental purposes, including but not limited to providing data and reports to other government entities, state Terms and Conditions Page D-28 of 35 GFO-23-404
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legislature, and utility companies and using data for the development of future programs.
e. The Recipient may not, in supplying work under this Agreement, knowingly infringe or misappropriate any intellectual property right of a third party and will take reasonable actions to avoid infringement.
To the extent allowed under California law, the Recipient will defend and indemnify the CEC from and against any claim, lawsuit, or other proceeding, loss, cost, liability, or expense (including court costs and reasonable fees of attorneys and other professionals) to the extent arising out of: (i) any third party claim that a product infringes any patent, copyright, trade secret, or other intellectual property right of any third party; or (ii) any third party claim arising out of the negligent or other tortious acts or omissions by the Recipient or its employees, subcontractors, or agents in connection with or related to the products or the Recipient’s performance under this Agreement.
25. CEC Remedies for Recipient’s Non-Compliance
Without limiting any of its other remedies, the CEC may, for Recipient’s noncompliance of any Agreement requirement, withhold future payments, demand and be entitled to repayment of past reimbursements, or suspend or terminate this Agreement. The tasks in the Scope of Work are non-severable, and completion of all of them is material to this Agreement. Thus, the CEC, without limiting its other remedies, is entitled to repayment of all funds paid to Recipient if the Recipient does not timely complete all tasks in the Scope of Work. These remedies will also be flowed down to Retrofit Awardees in the event of breach of their Program Participation Agreements.
Further, if any penalty, fine, or other assessment is issued against the CEC or the CEC and other parties as a result of the Recipient’s, its subcontractors’, or a Retrofit Awardee’s failure to comply with the Agreement requirements, the Recipient shall pay all assessment amounts with its own, non-grant funds, including any assessment against the CEC. Should the Recipient fail to pay the penalty, fine, or other assessment, the Recipient acknowledges that such monies may be paid out of retention.
26. Enforcement
a. Recovery of Overpayment or Misuse of Funds
The CEC may direct the CEC’s Office of Chief Counsel to commence formal legal action against any applicant or Recipient to recover any portion of a payment under the Agreement that the Executive Director determines the applicant or Recipient was not otherwise entitled to receive. b. Fraud and Misrepresentation
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The Executive Director may initiate an investigation of any applicant, Recipient, subcontractor, vendor, or Retrofit Awardee that the Executive Director has reason to believe may have misstated, falsified, or misrepresented information in submitting an application, payment claim, or reporting any information required by the Agreement. Based on the results of the investigation, the Executive Director may take any action deemed appropriate, including, but not limited to, termination of the Agreement, recovery of any overpayment, and, with the concurrence of the CEC, recommending the Attorney General initiate an investigation and prosecution under Government Code section 12650, et seq., or other provisions of law.
27. Confidential Recipient Information
a. Identification of Confidential Recipient Information (1) For the purposes of this Section, “Confidential Recipient Information” refers to information belonging to the Recipient that the Recipient has satisfactorily identified as confidential and the CEC has agreed to designate as confidential under Title 20 CCR section 2505. (2) Prior to the effective date of this Agreement, the Recipient will identify all products (or information contained within products) it considers Confidential Recipient Information, and provide the legal basis for confidentiality, in Attachment 1 to this Exhibit. If the CEC agrees the information is confidential, it will not disclose it except as provided in subsection (b).
(3) During the Agreement, if the Recipient obtains or develops additional products (or information contained within products) not originally identified as Confidential Recipient Information in Attachment 1 to this Exhibit, the Recipient will follow the procedures for a request for designation of confidential information as specified in Title 20 CCR section 2505.
The CEC’s Executive Director will make the confidentiality determination. Such subsequent determinations may be added to the list of confidential deliverables in the Attachment 1 to this Exhibit.
The CEC will not disclose information subject to an application for confidential designation except as provided in subsection (b). (4) When submitting products containing Confidential Recipient Information, the Recipient will mark each page of any document containing Confidential Recipient Information as “confidential” and present it in a sealed package to the Contracts, Grants, and Loans Office.
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The CAM may require the Recipient to submit a non-confidential version of the product if it is feasible to separate the Confidential Recipient Information from the non-confidential information. The Recipient is not required to submit such products in a sealed package. b. Disclosure of Confidential Recipient Information
The CEC will only disclose Confidential Recipient Information under the circumstances specified in Title 20 CCR sections 2506, 2507, and 2508. All Confidential Recipient Information that is legally disclosed by the Recipient or any other entity will become a public record and will no longer be subject to the CEC’s confidentiality designation.
c. Waiver of Consequential Damages
In no event will the CEC or the state of California be liable for any special, incidental, or consequential damages based on breach of warranty, breach of contract, negligence, strict tort, or any other legal theory for the disclosure of the Confidential Recipient Information, even if the CEC has been advised of the possibility of such damages.
Damages that the CEC and the state of California will not be responsible for include but are not limited to lost profit; lost savings or revenue; lost goodwill; lost use of the product or any associated equipment; cost of capital; cost of any substitute equipment, facilities, or services; downtime; the claims of third parties including customers; and injury to property. d. Limitations on the Disclosure of Products
During the Agreement, the Recipient, subcontractors, any lower-tiered level of sub-subcontractors, and Vendors must receive written approval from the CAM prior to disclosing the contents of any draft product to a third party.
However, if the CEC makes a public statement about the content of any product provided by the Recipient and the Recipient believes the statement is incorrect, the Recipient may state publicly what it believes is correct.
28. Receipt of Confidential Information and Personal Information For the purposes of this Section, “confidential information” refers to information the CEC has designated as confidential pursuant to Title 20 CCR section 2505 et seq., information the CEC has otherwise deemed or stated to be confidential, and other information exempt from public disclosure under the provisions of the California Public Records Act or other applicable state or federal laws.
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For the purposes of this Section, “personal information” refers to information that meets the definition of “personal information” in California Civil Code section 1798.3(a) or one of the data elements set forth in California Civil Code section 1798.29(g)(1) or (g)(2). Personal information is a type of confidential information and is therefore subject to all requirements for confidential information provided in this Agreement and applicable law. However, there are additional requirements specific to personal information.
For the purposes of this Section, “special terms for confidential information” refers to the CEC’s special terms and conditions for the receipt of confidential information and personal information. The CEC’s special terms for confidential information include, but are not limited to, having in place an Information Security Program Plan, and obtaining nondisclosure agreements from all individuals who will be provided access to confidential information or personal information.
If the Recipient will receive confidential information or personal information from the CEC or a third-party for the performance of this Agreement, the Recipient must first agree to and comply with the CEC’s special terms for confidential information.
If any other individual or entity participating in any way with this Agreement, including but not limited to subcontractors, Retrofit Awardees, vendors, and other project partners, will receive confidential information or personal information from the CEC or a third-party for the performance of this Agreement, that individual or entity must first agree to and comply with the CEC’s special terms for confidential information. The Recipient must flow-down the CEC’s special terms for confidential information into each subcontract, Retrofit Award, vendor agreement, or other project partner agreement that will be provided access to confidential information or personal information before the individual or entity has access to any such information. Recipient must also require all individuals and entities to flow-down this Section to any lower tier subcontractors, Retrofit Awardees, vendors, project partners, and other individual or entity participating in any way with this Agreement that will be provided access to Confidential Information or Personal Information before the individual or entity has access to any such information.
If this Agreement does not include the CEC’s special terms for confidential information and CEC determines the Recipient or any other individual or entity participating in any way with this Agreement will receive confidential information or personal information from the CEC or a third-party for the performance of this Agreement, the CEC reserves the option to amend this Agreement to add its special terms for confidential information.
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Except as provided in Title 20 CCR sections 2506, 2507, and 2508, and the CEC’s special terms for confidential information, Recipient or any other individual or entity participating in any way with this Agreement may not disclose any information provided to it by the CEC or a third party for the performance of this Agreement if the information has been designated as confidential or is the subject of a pending application for confidential designation.
29. Executive Order N-6-22 – Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate agreements with, and to refrain from entering any new agreements with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine the Recipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide the Recipient advance written notice of such termination, allowing the Recipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the CEC.
30. Greenhouse Gas Reduction Fund Requirements
a. This Agreement is funded in part by the Greenhouse Gas Reduction Fund (GGRF) created pursuant to Government Code section 16428.8. This Agreement is subject to, and Recipient shall comply with, the provisions of the laws enacted for spending of auction proceeds deposited into the GGRF, including without limitation: Health and Safety Code section 39710 et. seq.; Government Code section 16428.8 – 16428.95, including any amendments to these sections. In addition to GGRF reporting requirements, Recipients will be responsible for other reporting requirements as outlined in the Scope of Work and specified by the CAM.
b. Reporting
Recipients of GGRF funds must submit reports on expenditures, investment benefits, and project outcomes, per guidance from the California Air Resources Board (CARB). Recipient shall provide reports on all projects during the term of this Agreement and for a period specified by CARB to meet project outcome reporting requirements.
Reporting shall follow the technical standards, format, process, and timing specified by the CAM, consistent with the project-type specific reporting requirements in CARB guidance and methodologies. Information to be reported includes, but is not limited to:
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(1) Greenhouse Gas (GHG) Reductions
• Recipient Name or Project ID
• Project description
• Project location
• Census tract
• Project Stages and Dates for Reaching Milestones: Project Selected; Completed; Operational; GHG reductions began
• GGRF dollars allocated and total project cost including GGRF and non-GGRF monies
• Leveraged and/or match funds
• Quantification Period (number of years the project will provide GHG emission reductions)
• Number of projects/incentives/dwellings modified
• Estimated /actual total project GHG emission reductions • Other information as specified by the CAM and in accordance with CARB requirements
(2) Priority Populations
Recipient reporting shall include information regarding benefits to priority populations, consistent with the detailed information in the CARB guidance which is posted at www.arb.ca.gov/cci-quantification. Recipient reporting shall include any information needed to evaluate, using the appropriate Benefit Criteria Table, whether the project has a direct benefit to priority populations. “Priority populations” include residents of: (A) census tracts identified as disadvantaged by California Environmental Protection Agency per SB 535; (B) census tracts identified as low-income per AB 1550; or (C) a low-income household per AB 1550.
(3) Co-Benefits
Recipient reporting shall include each project’s economic, environmental, or public health benefits, including, but not limited to:
• Estimated /actual total reductions in other criteria air pollutants (PM 2.5, NOx, etc.)
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• Estimated /actual energy and fuel costs saved (kWh, therms, or other fuels) for energy efficiency and electrification projects
• Other information as specified by the CAM and in accordance with CARB requirements.
(4) Job Creation Benefits
Recipient reporting shall include data related to the number of job-years provided, average wages and benefits, the number of people who completed job training or received industry-recognized certifications, targeted hiring strategy and residence location of job/training recipients, as specified by the CAM and in accordance with CARB requirements.
31.Conflicts of Interest
a. Recipient agrees to continuously review new and upcoming projects in which Recipient, its subcontractors or other project partners may be involved for potential conflicts of interest (e.g., Gov. Code § 81000 et seq., and Gov. Code § 1090 et seq.). Recipient shall inform the CAM as soon as a question arises about whether a potential conflict may exist or as soon as the Recipient knows a conflict exists. The CAM and CEC’s Chief Counsel's Office shall determine what constitutes a potential conflict of interest. The CEC reserves the right to redirect work and funding on a project if the CEC’s Chief Counsel’s Office determines that there is a potential conflict of interest.
b. Appearances of Conflicts of Interest
The Recipient acknowledges that in governmental agreements even the appearance of a conflict of interest can be harmful to the interest of the State. Thus, the Recipient, its subcontractors and project partners shall refrain from any practices, activities, or relationships that appear to conflict with their obligations under this Agreement, unless the Recipient receives prior written approval of the CEC. In the event the Recipient is uncertain whether the appearance of a conflict of interest may exist, the Recipient shall submit to the CAM a written description of the relevant details. c. Prohibition on Participating in CEC Funding Opportunities Under this Agreement, the Recipient and its subcontractors and project partners will, with oversight from the CEC, develop and implement programs. Accordingly, the Recipient and its subcontractors and project partners are prohibited from participating and agree not to participate in any manner (e.g., as an applicant, subcontractor, or match-funding partner) in any financial incentive program implemented under this Agreement.
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d. Possible amendment of conflicts of interest provisions The Recipient acknowledges that, if amendments to this Agreement are made to develop and fund programs or otherwise expand the scope of work, the role of employees of the Recipient, subcontractors and project partners may become more defined. As those responsibilities and tasks are defined, the CAM and CEC’s Chief Counsel’s Office reserve the right to determine if it is appropriate to designate certain individuals who are participating in the making of government decisions as “consultants” under the Political Reform Act and therefore require the disclosure of economic interests pursuant to Government Code section 87300 and the CEC’s Conflict of Interest Code at CCR, Title 20, sections 2401-2402. Upon such determination, this Agreement shall be amended to include the specific procedural requirements applicable to the Recipient, subcontractors and project partners, and any designated consultants.
32. Disclosure.
The Recipient shall promptly inform the CEC when it is engaged by another State agency for work that is similar to a product under the scope of work contemplated in this Agreement. Where that similar work product or deliverable is applicable to this Agreement, the Recipient may use such work product or deliverable, but is barred from billing the CEC in this Agreement for the work performed under the other agreement and not actually performed under this Agreement. Where actual labor is expended to generate the same or similar work product or deliverable under this Agreement as another agreement, the Recipient is allowed to bill for such labor actually performed.
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ATTACHMENT E
DOE HOMES TERMS AND CONDITIONS
TABLE OF CONTENTS
Subpart A. Award Provisions................................................................................................................ 1
1. Purpose.................................................................................................................................. 1
2. Summary of Award ................................................................................................................ 1
3. Resolution of Conflicting Terms ........................................................................................... 1
4. Documents Incorporated by Reference................................................................................ 2
5. Funding Restrictions ............................................................................................................. 2
6. Flow down requirements....................................................................................................... 2
7. Reporting Requirements ....................................................................................................... 2
8. Stewardship ........................................................................................................................... 3
9. CEC and Federal Involvement............................................................................................... 3
10. Audits..................................................................................................................................... 4
11. Refund Obligation.................................................................................................................. 4
12. Foreign Travel........................................................................................................................ 4
13. Program Income .................................................................................................................... 4
14. Decontamination and/or Decommissioning (D&D) Costs.................................................... 4
15. National Environmental Policy Act (NEPA) .......................................................................... 5
16. Historic Preservation............................................................................................................. 5
17. Intellectual Property .............................................................................................................. 6
18. Performance of Work in United States.................................................................................. 6
19. Foreign National Involvement ............................................................................................... 7
20. Publications ........................................................................................................................... 7
21. Budget Changes .................................................................................................................... 7
22. Interim Conflict of Interest Policy for Financial Assistance................................................. 8
23. Terms Subject to Change Upon Obligation of Full Formula Award Allocation................... 8
24. Reporting Tracking and Segregation of Incurred Costs ...................................................... 9 Subpart B. General Provisions ............................................................................................................. 9
1. Compliance with Federal, State, and Municipal Law............................................................ 9
2. Record Retention................................................................................................................... 9
3. Allowable costs...................................................................................................................... 9
4. Indirect Costs.......................................................................................................................10
5. Profit or Fees .......................................................................................................................10
6. Project Closeout ..................................................................................................................10 Federal Terms and Conditions ii GFO-23-404
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7. Property Standards..............................................................................................................10
8. Insurance Coverage.............................................................................................................10
9. Real Property .......................................................................................................................10
10. Equipment............................................................................................................................10
11. Supplies ...............................................................................................................................11
12. Property Trust Relationship................................................................................................11
13. Uniform Commercial Code (UCC) Financing Statements ..................................................11
14. Conference Spending..........................................................................................................12
15. Lobbying ..............................................................................................................................12
16. Telecommunications and Video Surveillance Services or Equipment Prohibition .......... 12
17. Affirmative Action and Pay Transparency Requirements..................................................13
18. Nondiscrimination ...............................................................................................................13
19. Americans with Disabilities Act of 1990 .............................................................................14
20. Promoting Free Speech and Religious Liberty...................................................................14
21. Nondisclosure and Confidentiality Agreement Assurances..............................................14
22. Export Control......................................................................................................................15
23. Corporate Felony Conviction and Federal Tax Liability Assurances................................ 15
24. Insolvency, Bankruptcy or Receivership............................................................................15
25. Contract Provisions for Non-Federal Entity Contracts Under Federal Awards ................ 16
26. Final Incurred Cost Audit ....................................................................................................16
27. Required Reporting under the Federal Funding and Transparency Act of 2006 .............. 16
28. Unique Entity Identifier........................................................................................................17
29. Annual Independent Audits................................................................................................. 17
30. Integrity and Performance Matters......................................................................................18
31. Equal Employment Opportunity..........................................................................................18
32. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708)............................ 18
33. Rights to Inventions Made Under a Contract or Agreement..............................................19
34. Clean Air Act and the Federal Water Pollution Control Act...............................................19
35. Debarment and Suspension................................................................................................19
36. Procurement of recovered materials ..................................................................................19
37. Domestic Preferences for Procurements............................................................................20
38. Fraud, Waste, and Abuse ....................................................................................................20 Federal Terms and Conditions Page E-1 of 20 GFO-23-404
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Subpart A. Award Provisions
1. Purpose
The purpose of this exhibit is to provide the federal terms and conditions for California Energy Commission (CEC)’s award to Subrecipient under this Agreement. This award is made pursuant to the Section 50121 of the Inflation Reduction Act (IRA), which is referred to as the Home Owner Managing Energy Savings (HOMES) Rebate Program.
2. Summary of Award
Name of Federal awarding agency U.S. Department of Energy Name of Recipient /pass-through entity, and contact
information for awarding official of the Recipient California Energy Commission Name of Subrecipient
Subrecipient’s unique entity identifier (DUNS)
Federal award identification number (FAIN)
Federal Award Date of award to the Recipient by the
Federal agency
Subaward period of performance start and end date
Amount of Federal funds obligated by this action by the pass-through entity to the Subrecipient Total amount of Federal funds obligated to the Subrecipient by the pass-through entity including the current obligation Total amount of the Federal award committed to the
Subrecipient by the pass-through entity
Federal award description as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA) Assistance Listings number and Title; the pass-through entity must identify the dollar amount made available under each Federal award and the Assistance Listings Number at time of disbursement;
Identification of whether the award is research and
development (R&D)
Indirect cost rate for Federal award (including if the application of the de minimis rate per §200.414 Indirect (F&A) costs) [refer to Sub’s grant application]
3. Resolution of Conflicting Terms
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In the event of any conflict in the terms of this Agreement, this Exhibit will take precedence.
4. Documents Incorporated by Reference
The following documents are hereby incorporated by reference:
a. Award Agreement between the U.S. Department of Energy (DOE) and CEC, Award No. DE-SE0000024 (Award). b. Public Law 117-169, IRA.
c. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 Code of Federal Regulations (CFR) part 200 as amended by 2 CFR part 910, located at http://www.eCFR.gov.
d. The Administrative and Legal Requirements Document (ALRD) for the HOMES Rebate Program, located at https://www.energy.gov/scep/home-energy-rebate-programs-guidance. e. The standard DOE financial assistance intellectual property provisions applicable to various types of recipients, located at: https://energy.gov/gc/standard-intellectual-property-ip-provisions-financial-assistance-awards. f. The National Policy Assurances, located at: http://www.nsf.gov/awards/managing/rtc.jsp and https://www.energy.gov/management/articles/national-policy-assurances-be-incorporated-award-terms. g. Research Terms and Conditions and the DOE Agency Specific Requirements at http://www.nsf.gov/bfa/dias/policy/rtc/index.jsp (if the Award is for research and the Award is to a university or non-profit).
h. Subrecipient’s application or proposal for the HOMES Rebate Program as accepted by CEC.
5. Funding Restrictions
Funding is contingent upon the availability of funds appropriated by Congress for the purpose of this program and the availability of future-year budget authority.
6. Flow down requirements
a. Subrecipient must require inclusion in all lower tier subrecipient or subcontract agreements, all federal award terms, and conditions in 2 CFR part 200 as amended by 2 CFR part 910 as set forth in 2 CFR 200.101 and ensure strict compliance.
b. Subrecipient must require inclusion in all lower tier subrecipient or subcontract agreements all applicable Intellectual Property provisions and National Policy Assurances incorporated by reference in Subpart A.3.
c. Subrecipient must require inclusion in all lower tier subrecipient or subcontract agreements, all other requirements as applicable in this Exhibit or elsewhere in the Agreement.
7. Reporting Requirements
a. The federal reporting requirements are described in the Federal Assistance Reporting Checklist, Attachment 2 to Award DE-SE000024.
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b. CEC’s noncompliance with reporting requirements may result in withholding of future payments, suspension, or termination of the Award, and withholding of future federal awards. c. Subrecipient must assist CEC with meeting all federal reporting requirements by providing all information requested by CEC for reporting purposes within the timeframes requested by CEC.
Failure to by Subrecipient to comply with this requirement is a material breach of this Agreement.
d. Scientific and Technical Information (STI) generated under this Award will be submitted to DOE via the Office of Scientific and Technical Information’s Energy Link system. STI submitted under this Award will be disseminated via DOE’s OSTI.gov website subject to approved access limitations. Citations for journal articles produced under the Award will appear on the DOE PAGES website. STI submitted to E-Link must not contain any Protected Personal Identifiable Information (PII), limited rights data (proprietary data), classified information, information subject to export control classification, or other information not subject to release.
8. Stewardship
a. CEC and the Office of State and Community Energy Programs (SCEP) within DOE will exercise normal stewardship in overseeing the project activities performed under this Agreement. Stewardship activities include, but are not limited to, conducting site visits; reviewing performance and financial reports; providing technical assistance and/or temporary intervention in unusual circumstances to address deficiencies that develop during the project; assuring compliance with terms and conditions; and reviewing technical performance after project completion to ensure that the project objectives have been accomplished. b. Subrecipient may be required to participate in, or provide information, documents, or other assistance requested by CEC or SCEP for the purpose of CEC or SCEP’s federal stewardship.
9. CEC and Federal Involvement
a. Subrecipient may be required to participate in periodic review meetings with SCEP to assess work performance under the Award and the timely achievement of technical milestones and deliverables. SCEP will determine the frequency of review meetings and select the day, time, and location of each review meeting. Subrecipient may be required to provide an overview of work performed under this Agreement, including but not limited to:
i. Technical progress compared to the Milestone Summary Table stated in Attachment 1 of Award DE-SE000024.
ii. Subrecipient’s actual expenditures compared to the approved budget in Attachment 3 of Award DE-SE000024.
iii. Other subject matter specified by the DOE Technology Manager/Project Officer. b. Subrecipient must notify CEC, who in turn will notify SCEP, in advance of scheduled tests and internal project meetings that would entail discussion of topics that could result in major changes to the baseline project technical scope/approach, cost, or schedule. Upon request by CEC or SCEP, Subrecipient must provide CEC and SCEP with reasonable access (by telephone, webinar, or otherwise) to the tests and project meetings. c. CEC and SCEP's authorized representatives have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. Subrecipient must provide, and must require any lower tier Federal Terms and Conditions Page E-4 of 20 GFO-23-404
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subrecipients to provide, reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work.
d. Subrecipient must provide, and must require any lower tier subrecipients to provide, any information, documents, site access, or other assistance requested by CEC SCEP for the purpose of federal stewardship or substantial involvement.
10. Audits
a. Subrecipient and its lower tier subrecipients, contractors, and subcontractors must provide any information, documents, site access, or other assistance requested by SCEP, DOE or Federal auditing agencies (e.g., DOE Inspector General, Government Accountability Office) for the purpose of audits and investigations. Such assistance may include, but is not limited to, reasonable access to records of the Subrecipient and its lower tier subrecipients, contractors, and subcontractors relating to this Agreement.
b. Consistent with 2 CFR part 200 as amended by 2 CFR part 910, DOE may audit the financial records or administrative records of the Subrecipient and its lower tier subrecipients, contractors, and subcontractors relating to this Award at any time. Government-initiated audits are generally paid for by DOE.
c. DOE may conduct a final audit at the end of the project period (or the termination of the Award, if applicable). Upon completion of the audit, the Subrecipient and its lower tier subrecipients, contractors, and subcontractors are required to refund to DOE any payments for costs that were determined to be unallowable. If the audit has not been performed or completed prior to the closeout of the award, DOE retains the right to recover an appropriate amount after fully considering the recommendations on disallowed costs resulting from the final audit. d. DOE will provide reasonable advance notice of audits and will minimize interference with ongoing work, to the maximum extent practicable.
11. Refund Obligation
Subrecipient must refund any excess payments, received from CEC, including any interest. This obligation to refund excess payment also applies to any Subrecipient costs determined unallowable by CEC or DOE.
12. Foreign Travel
Subrecipient must obtain the prior written approval of CEC for any foreign travel costs.
13. Program Income
If the Subrecipient earns program income during the project period as a result of this Agreement, Subrecipient must add the program income to the funds committed to this Agreement and used to further eligible project objectives.
14. Decontamination and/or Decommissioning (D&D) Costs
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Notwithstanding any other provision, DOE or CEC are not responsible for or have any obligation to Subrecipient for (1) Decontamination and/or Decommissioning (D&D) of any of Subrecipient’s facilities, or (2) any costs which may be incurred by Subrecipient in connection with the D&D of any of its facilities due to the performance of the work under this Agreement, whether said work was performed prior to or subsequent to the effective date of this Agreement.
15. National Environmental Policy Act (NEPA)
a. DOE must comply with the National Environmental Policy Act prior to authorizing the use of Federal funds.
b. DOE has determined that certain “Allowable Activities” listed in the State Energy Office NEPA Determination (Attachment 5) to Award DE-SE000024 are categorically excluded and require no further NEPA review. Subrecipient is thereby authorized to use Federal funds for the “Allowable Activities” listed in the IRA 50121 and 50122, Home Energy Rebate Programs Early Admin Funds ALRD NEPA Determination, subject to this Section 14 and the restrictions listed in Attachment 5.
c. This NEPA Determination only applies to activities funded by the IRA 50121 and 50122, Home Energy Rebate Programs Early Admin Funds ALRD.
d. Activities not listed under “Allowable Activities” are subject to additional NEPA review and approval by DOE. For activities requiring additional NEPA review, Subrecipient may be required to complete the environmental questionnaire found at https: //www.eere-pmc.energy.gov/NEPA.aspx and receive notification from DOE that the NEPA review has been completed and approved by DOE’s Contracting Officer prior to initiating the project or activities. e. Subrecipient must identify and promptly notify CEC of extraordinary circumstances, cumulative impacts or connected actions that may lead to significant effects on the human environment, or any inconsistency with the “integral elements” (as contained in 10 CFR Part 1021, Appendix B) as they relate to project activities.
f. Subrecipient must adhere to the terms and restrictions of California’s DOE executed Historic Preservation Programmatic Agreement (PA). DOE executed Historic Preservation PA are available on the Office of State and Community Energy Programs website:
https://www.energy.gov/scep/historic-preservation-executed-programmatic-agreements. g. Subrecipients are responsible for completing the online NEPA and Historic preservation training at http://www.energy.gov/node/4816816 and contacting NEPA with any questions [email protected].
h. If Subrecipient intends to undertake activities or projects that do not fall within the NEPA determination, those activities and projects are subject to additional NEPA review by DOE and are not authorized for Federal funding unless and until DOE’s Contracting Officer provides written authorization on those additions or modifications. Should Subrecipient elect to undertake activities or projects prior to written authorization from DOE’s Contracting Officer, Subrecipient does so at risk of not receiving Federal funding for those activities and projects, and such costs may not be recognized as allowable cost match.
16. Historic Preservation
a. DOE must comply with the requirements of Section 106 of the National Historic Preservation Act prior to authorizing the use of Federal funds. Section 106 applies to historic properties Federal Terms and Conditions Page E-6 of 20 GFO-23-404
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that are listed in or eligible for listing in the National Register of Historic Places. b. Subrecipient must comply with all the Stipulations of California’s DOE executed Historic Preservation PA. All DOE executed PAs are available on the Office of State and Community Energy Programs website: https://www.energy.gov/scep/historic-preservation-executed-programmatic-agreements. c. In addition to the Stipulations in their PAs, Recipients must notify CEC, who will in turn DOE via [email protected] whenever:
i. Subrecipient or the State Historic Preservation Office (SHPO)/Tribal Historic Preservation Office (THPO) believes that the Criteria of Adverse Effect pursuant to 36 CFR § 800.5, apply to the proposal under consideration by DOE;
ii. There is a disagreement between an applicant, or its authorized representative, and the SHPO/THPO about the scope of the area of potential effects, identification, and evaluation of historic properties and/or the assessment of effects; iii. There is an objection from a consulting party or the public regarding their involvement in the review process established by 36 CFR Part 800, Section 106 findings and determinations, or implementation of agreed upon measures; or iv. There is the potential for a foreclosure situation or anticipatory demolition as defined under 36 CFR §800.9 (b) and 36 CFR § 800.9 (c).
17. Intellectual Property
Intellectual property rights are subject to 2 CFR 200.315 (e.g., institution of higher education or nonprofit organizations) or 2 CFR 910.362 (e.g., for-profit).
18. Performance of Work in United States
a. All work performed under this Agreement must be performed in the United States unless DOE provides a waiver. This requirement does not apply to the purchase of supplies and equipment; however, Subrecipient should make every effort to purchase supplies and equipment within the United States.
b. If Subrecipient fails to comply with the Performance of Work in the United States requirement, DOE’s Contracting Officer may deny reimbursement for the work conducted outside the United States and such costs may not be recognized as allowable Subrecipient cost share regardless if the work is performed by Subrecipient or its lower tier subrecipients, vendors or other project partners.
c. DOE may approve the performance of a portion of the work outside the United States under limited circumstances. Contractor must obtain a waiver via CEC prior to conducting any work outside the U.S.
d. Subrecipient must obtain a waiver from DOE’s Contracting Officer prior to conducting any work outside the U.S. To request a waiver, the Contractor must submit a written request to CEC, who in turn will provide to DOE, that includes:
i. The rationale for performing the work outside the U.S.; Federal Terms and Conditions Page E-7 of 20 GFO-23-404
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ii. A description of the work proposed to be performed outside the U.S; iii. The proposed budget of work to be performed; and
iv. The countries in which the work is proposed to be performed.
The rationale must demonstrate to the satisfaction of DOE that the performance of work outside the United States would further the purposes of the Federal Program and is in the economic interests of the United States. DOE’s Contracting Officer may require additional information before considering such a request.
19. Foreign National Involvement
Subrecipients and its lower tier subrecipients and contractors who anticipate involving foreign nationals in the performance of an award, may be required to provide CEC and DOE with specific information about each foreign national to satisfy requirements for foreign national participation. A foreign national is defined as any person who is not a U.S. citizen by birth or naturalization. The volume and type of information collected may depend on various factors associated with the award.
20. Publications
Subrecipient is required to include the following acknowledgement in publications arising out of, or relating to, work performed under this Agreement, whether copyrighted or not:
a. Acknowledgment: “This material is based upon work supported by the U.S. Department of Energy’s Office of State and Community Energy Programs (SCEP) under the IRA Home Energy Rebates Award Number DE-SE000024.”
b. Full Legal Disclaimer: “This report was prepared as an account of work sponsored by an agency of the United States Government. Neither the United States Government nor any agency thereof, nor any of their employees, makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States Government or any agency thereof. The views and opinions of authors expressed herein do not necessarily state or reflect those of the United States Government or any agency thereof.”
c. Abridged Legal Disclaimer: “The views expressed herein do not necessarily represent the views of the U.S. Department of Energy or the United States Government.” Subrecipient should make every effort to include the full Legal Disclaimer. However, in the event Subrecipient is constrained by formatting and/or page limitations set by the publisher, the abridged Legal Disclaimer is an acceptable alternative.
21. Budget Changes
a. Any increase in the total project cost, whether DOE share or Cost Share, must be approved in advance and in writing by CEC and DOE’s Contracting Officer. Any change that alters the project scope, milestones or deliverables requires prior written approval of CEC and DOE’s Federal Terms and Conditions Page E-8 of 20 GFO-23-404
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Contracting Officer. SCEP may deny reimbursement for any failure to comply with the requirements in this term.
b. Subrecipient must obtain the prior written approval for any transfer of funds among direct cost categories where the cumulative amount of such transfers exceeds or is expected to exceed 10 percent of the total project cost. Subrecipient must notify CEC, who will in turn the DOE Technology Manager/Project Officer of any transfer of funds among direct cost categories where the cumulative amount of such transfers is equal to or below 10 percent of the total project cost.
c. Subrecipient must obtain the prior written approval for any transfer of funds between direct and indirect cost categories. If Subrecipient’s actual allowable indirect costs are less than those budgeted, Subrecipient may use the difference to pay additional allowable direct costs during the project period so long as the total difference is less than 10% of total project costs and the difference is reflected in actual requests for reimbursement.
22. Interim Conflict of Interest Policy for Financial Assistance a. The DOE interim Conflict of Interest Policy for Financial Assistance (COI Policy) can be found at https://www.energy.gov/management/pf-2022-17-department-energy-interim-conflict-interest-policy-requirements-financial. This policy is applicable to all non-Federal entities applying for, or that receive, DOE funding by means of a financial assistance award (e.g., a grant, cooperative agreement, or technology investment agreement) and, through the implementation of this policy by the entity, to each Investigator who is planning to participate in, or is participating in, the project funded wholly or in part under this Award. The term “Investigator” means the Principal Investigator and any other person, regardless of title or position, who is responsible for the purpose, design, conduct, or reporting of a project funded by DOE or proposed for funding by DOE.
b. Subrecipient must flow down the requirements of the interim COI Policy to any lower tier subrecipients, with the exception of DOE National Laboratories. c. Further, Subrecipient must identify all financial conflicts of interests (FCOI), i.e., managed, and unmanaged/unmanageable, in its initial and ongoing FCOI reports. It is understood that non-Federal entities and individuals receiving DOE financial assistance awards will need sufficient time to come into full compliance with DOE’s interim COI Policy. To provide some flexibility, DOE allows for a staggered implementation. Specifically, prior to award, Subrecipient must ensure all Investigators on this Award complete their significant financial disclosures; review the disclosures; determine whether a FCOI exists; develop and implement a management plan for FCOIs; and provide DOE with an initial FCOI report that includes all FCOIs (i.e., managed, and unmanaged/unmanageable). Subrecipient will have 180 days from the date of this Award to come into full compliance with the other requirements set forth in DOE’s interim COI Policy.
23. Terms Subject to Change Upon Obligation of Full Formula Award Allocation a. These terms and conditions cover the initial allocation of funds for this program. Subrecipient is advised that some terms may be added, modified, or removed upon CEC’s application and approval for the full formula allocation under this program, in order to properly implement all programmatic requirements associated with the program.
b. Additional terms that may be incorporated include, but are not limited to:
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i. Publication of Information on the Internet
ii. Certification and Registration
iii. Whistleblowers and False Claims
24. Reporting Tracking and Segregation of Incurred Costs IRA funds may be used in conjunction with other funding, as necessary to complete projects, but tracking and reporting must be separate. Subrecipient must keep separate records for IRA funds and must ensure those records comply with the requirements of the IRA.
Subpart B. General Provisions
1. Compliance with Federal, State, and Municipal Law
a. Subrecipient must comply with all applicable federal, state, and local laws and regulations for all work performed under this Agreement.
b. Subrecipient must obtain all necessary federal, state, and local permits, authorizations, and approvals for all work performed under this Agreement.
c. Any apparent inconsistency between federal and state laws and regulations and the terms and conditions of this Award must be referred to CEC’s Contract Administration Manager for guidance.
2. Record Retention
Subrecipient is required to retain records relating to this Award consistent with 2 CFR 200.334 through 200.338.
3. Allowable costs
a. Allowable costs are determined in accordance with 2 CFR part 200 as amended by 2 CFR part 910. All project costs must be allowable, allocable, and reasonable in accordance with the applicable federal cost principles. Pursuant to 2 CFR 910.352, the cost principles in the Federal Acquisition Regulations (48 CFR Part 31.2) apply to for-profit entities. The cost principles contained in 2 CFR Part 200, Subpart E apply to all entities other than for-profits. Costs to support or oppose union organizing, whether directly or as an offset for other funds, are unallowable.
b. Subrecipient must document and maintain records of all project costs, including, but not limited to, the costs paid by Federal funds, costs claimed by its lower-tier subrecipients and project costs that the Subrecipient claims as cost sharing, including in-kind contributions. Subrecipient is responsible for maintaining records adequate to demonstrate that costs claimed have been incurred, are reasonable, allowable, and allocable, and comply with the cost principles. Upon request, the Subrecipient is required to provide such records. Such records are subject to audit.
Failure to provide adequate supporting documentation may result in a determination that those costs are unallowable.
c. Payments made for costs determined to be unallowable by either DOE, cognizant agency for indirect costs, or pass-through entity, either as direct or indirect costs, must be refunded (including interest) to the Federal Government in accordance with instructions from the Federal Federal Terms and Conditions Page E-10 of 20 GFO-23-404 April 2024 EBD Direct Install Program
agency that determined the costs are unallowable unless Federal statute or regulation directs otherwise. See also 2 CFR 200.300 through 200.309.
4. Indirect Costs
Subrecipient’s indirect costs must be appropriately managed, be allowable, and comply with the requirements of the Award and 2 CFR Part 200 as amended by 2 CFR Part 910.
5. Profit or Fees
See 2 CFR 910.358 for limitations pertaining to profit or fees.
6. Project Closeout
In addition to any other requirements set forth in this Agreement, Subrecipient must comply with the project closeout requirements in 2 CFR 200.344.
7. Property Standards
See 2 CFR 200.310 through 200.316 for requirements. Also see 2 CFR 910.360 for additional requirements for real property and equipment for For-Profit Subrecipients, which include but are not limited to prior approval for real property or equipment with an acquisition cost per unit of $5,000 or more and, in certain circumstances, recording UCC financing statements.
8. Insurance Coverage
See 2 CFR 200.310 for insurance requirements for real property and equipment acquired or improved with Federal funds. Also see 2 CFR 910.360(d) for additional requirements for real property and equipment for For-Profit recipients.
9. Real Property
a. Subject to the conditions set forth in 2 CFR 200.311, title to real property acquired or improved under a Federal award will conditionally vest upon acquisition in the non-Federal entity. The non-Federal entity cannot encumber this property and must follow the requirements of 2 CFR 200.311 before disposing of the property. b. Except as otherwise provided by Federal statutes or by the Federal awarding agency, real property will be used for the originally authorized purpose as long as needed for that purpose.
When real property is no longer needed for the originally authorized purpose, the non-Federal entity must obtain disposition instructions from DOE or pass-through entity. The instructions must provide for one of the following alternatives: (1) retain title after compensating DOE as described in 2 CFR 200.311(c)(1); (2) Sell the property and compensate DOE as specified in 2 CFR 200.311(c)(2); or (3) transfer title to DOE or to a third party designated/approved by DOE as specified in 2 CFR 200.311(c)(3).
c. See 2 CFR 200.311 for additional requirements pertaining to real property acquired or improved under a Federal award. Also see 2 CFR 910.360 for additional requirements for real property for For-Profit recipients.
10. Equipment
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a. Subject to the conditions provided in 2 CFR 200.313, title to equipment (property) acquired under a Federal award will vest conditionally with the non-Federal entity. The non-Federal entity cannot encumber this property and must follow the requirements of 2 CFR 200.313 before disposing of the property.
b. States must use equipment acquired under a Federal award by the state in accordance with state laws and procedures.
c. Equipment must be used by the non-Federal entity in the program or project for which it was acquired as long as it is needed, whether or not the project or program continues to be supported by the Federal award. When no longer needed for the originally authorized purpose, the equipment may be used by programs supported by DOE in the priority order specified in 2 CFR 200.313(c)(1)(i) and (ii).
d. Management requirements, including inventory and control systems, for equipment are provided in 2 CFR 200.313(d).
e. When equipment acquired under a Federal award is no longer needed, the non-Federal entity must obtain disposition instructions from DOE or pass-through entity. f. Disposition will be made as follows: (a) items of equipment with a current fair market value of $5,000 or less may be retained, sold, or otherwise disposed of with no further obligation to DOE; (b) Non-Federal entity may retain title or sell the equipment after compensating DOE as described in 2 CFR Part 200.313(e)(2); or (c) transfer title to DOE or to an eligible third Party as specified in CFR Part 200.313(e)(3).
g. See 2 CFR 200.313 for additional requirements pertaining to equipment acquired under a Federal award. Also see 2 CFR 910.360 for additional requirements for equipment for For-Profit recipients. See also 2 CFR 200.439 Equipment and other capital expenditures.
11. Supplies
See 2 CFR 200.314 for requirements pertaining to supplies acquired under a Federal award. See also 2 CFR 200.453 Materials and supplies costs, including costs of computing devices.
12. Property Trust Relationship
Real property, equipment, and intangible property, that are acquired or improved with a Federal award must be held in trust by the non-Federal entity as trustee for the beneficiaries of the project or program under which the property was acquired or improved. See 2 CFR 200.316 for additional requirements pertaining to real property, equipment, and intangible property acquired or improved under a Federal award.
13. Uniform Commercial Code (UCC) Financing Statements
Per 2 CFR 910.360 (Real Property and Equipment), when applicable, requires when Subrecipient purchases with federal funds, and federal share of the financial assistance agreement is more than $1,000,000, Subrecipient must:
Properly record, and consent to DOE's ability to properly record if the Subrecipient fails to do so, UCC financing statement(s) for all equipment in excess of $5,000 purchased with project funds.
These financing statement(s) must be approved in writing by the DOE Contracting Officer prior to the recording, and they shall provide notice that the recipient's title to all equipment (not real Federal Terms and Conditions Page E-12 of 20 GFO-23-404 April 2024 EBD Direct Install Program
property) purchased with federal funds under the financial assistance agreement is conditional pursuant to the terms of this section, and that the government retains an undivided reversionary interest in the equipment. The UCC financing statement(s) must be filed before the DOE Contracting Officer may reimburse the recipient for the federal share of the equipment unless otherwise provided for in the relevant financial assistance agreement. The recipient shall further make any amendments to the financing statements or additional recordings, including appropriate continuation statements, as necessary or as the Contracting Officer may direct.
14. Conference Spending
Subrecipient must not expend any funds on a conference not directly and programmatically related to the purpose for which the grant or cooperative agreement was awarded that would defray the cost to the United States Government of a conference held by any Executive branch department, agency, board, commission, or office for which the cost to the United States Government would otherwise exceed $20,000, thereby circumventing the required notification by the head of any such Executive Branch department, agency, board, commission, or office to the Inspector General (or senior ethics official for any entity without an Inspector General), of the date, location, and number of employees attending such conference.
15. Lobbying
a. By accepting funds under this Award, the Subrecipient agrees that it must not use, directly or indirectly, any federal funds to influence or attempt to influence, directly or indirectly, congressional action on any legislative or appropriation matters pending before Congress, other than to communicate to Members of Congress as described in 18 U.S.C. 1913 This restriction is in addition to those prescribed elsewhere in statute and regulation. b. If this Award to subrecipient exceeds $100,000, the Subrecipient must complete and submit SF-LLL, “Disclosure of Lobbying Activities” (https://www.grants.gov/web/grants/forms/sf-424- individual-family.html) to ensure that non-federal funds have not been paid and will not be paid to any person for influencing or attempting to influence any of the following in connection with the application for this Program
16. Telecommunications and Video Surveillance Services or Equipment Prohibition As set forth in 2 CFR 200.216, Subrecipient is prohibited from obligating or expending project funds (Federal funds and Subrecipient cost share) to:
a. Procure or obtain;
b. Extend or renew a contract to procure or obtain; or
c. Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). i. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Federal Terms and Conditions Page E-13 of 20 GFO-23-404 April 2024 EBD Direct Install Program
Company (or any subsidiary or affiliate of such entities). ii. Telecommunications or video surveillance services provided by such entities or using such equipment.
iii. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
See Public Law 115-232, section 889, 2 CFR 200.216, and 2 CFR 200.471 for additional information.
17. Affirmative Action and Pay Transparency Requirements All federally assisted construction contracts exceeding $10,000 annually will be subject to the requirements of Executive Order 11246:
a. Subrecipient and its subrecipients, contractors and subcontractors are prohibited from discriminating in employment decisions on the basis of race, color, religion, sex, sexual orientation, gender identity or national origin.
b. Subrecipient and its subrecipients, contractors and subcontractors are required to take affirmative action to ensure that equal opportunity is provided in all aspects of their employment. This includes flowing down the appropriate language to all subrecipients, contractors and subcontractors.
c. Subrecipient and its subrecipients, contractors and subcontractors are prohibited from taking adverse employment actions against applicants and employees for asking about, discussing, or sharing information about their pay or, under certain circumstances, the pay of their co-workers.
The Department of Labor’s (DOL) Office of Federal Contractor Compliance Programs (OFCCP) uses a neutral process to schedule contractors for compliance evaluations. OFCCP’s Technical Assistance Guide4 should be consulted to gain an understanding of the requirements and possible actions the Subrecipient and its subrecipients, contractors and subcontractors must take.
Additionally, for construction projects valued at $35 million or more and lasting more than one year, the Subrecipient and its subrecipients, contractors and subcontractors may be selected by OFCCP as a mega construction project. If selected, DOE, under relevant legal authorities including Sections 205 and 303(a) of Executive Order 11246, will require participation as a condition of the award.
This program offers extensive compliance assistance with EO 11246. For more information regarding this program, see https://www.dol.gov/agencies/ofccp/construction/mega-program.
18. Nondiscrimination
By signing this Agreement or accepting funds under this Agreement, Subrecipient assures that it will comply with applicable provisions of the following, national policies prohibiting discrimination:
4 See OFCCP’s Technical Assistance Guide at:
https://www.dol.gov/sites/dolgov/files/ofccp/Construction/files/ConstructionTAG.pdf?msclkid=9e397d68c4b111ec9d8e 6fecb6c710ec. Also see the National Policy Assurances at http://www.nsf.gov/awards/managing/rtc.jsp.
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a. On the basis of race, color, or national origin, in Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et seq.), as implemented by DOE regulations at 10 CFR part 1040. b. On the basis of race, color, religion, sex, or national origin, in Executive Order 11246 [3 CFR, 1964-1965 Comp., p. 339], as implemented by Department of Labor regulations at 41 CFR part
60. c. On the basis of sex or blindness, in Title IX of the Education Amendments of 1972 (20 U.S.C. 1681, et seq.), as implemented by DOE regulations at 10 CFR parts 1041 and 1042. d. On the basis of age, in the Age Discrimination Act of 1975 (42 U.S.C. 6101, et seq.), as implemented by Department of Health and Human Services regulations at 45 CFR part 90 and DOE at 10 CFR part 1040.
e. On the basis of handicap, in (1) Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as implemented by Department of Justice regulations at 28 CFR part 41 and DOE regulations at 10 CFR part 1041 and (2) The Architectural Barriers Act of 1968 (42 U.S.C. 4151, et seq.).
19. Americans with Disabilities Act of 1990
Subrecipient shall comply with: (i) section 504 of the Rehabilitation Act of 1973 which prohibits discrimination on the basis of disability in federally assisted programs; (ii) the Americans with Disabilities Act (ADA) of 1990 which prohibits discrimination on the basis of disability irrespective of funding; and (iii) all applicable regulations and guidelines issued pursuant to both the Rehabilitation Act and the ADA.
20. Promoting Free Speech and Religious Liberty
States, local governments, or other public entities may not condition sub-awards in a manner that would discriminate, or disadvantage sub-recipients based on their religious character.
21. Nondisclosure and Confidentiality Agreement Assurances a. By entering into this Agreement, Subrecipient attests that it does not and will not require its employees or contractors to sign internal nondisclosure or confidentiality agreements or statements prohibiting or otherwise restricting its employees or contactors from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. b. The Subrecipient further attests that it does not and will not use any Federal funds to implement or enforce any nondisclosure and/or confidentiality policy, form, or agreement it uses unless it contains the following provisions:
‘‘These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General or any investigative or law enforcement representative of a Federal department or agency of a suspected violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this Agreement and are controlling.’’ Federal Terms and Conditions Page E-15 of 20 GFO-23-404 April 2024 EBD Direct Install Program
c. The limitation above shall not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.
d. Notwithstanding the provision listed in paragraph (a), a nondisclosure or confidentiality policy form or agreement that is to be executed by a person connected with the conduct of an intelligence or intelligence-related activity, other than an employee or officer of the United States Government, may contain provisions appropriate to the particular activity for which such document is to be used. Such form or agreement shall, at a minimum, require that the person will not disclose any classified information received in the course of such activity unless specifically authorized to do so by the United States Government. Such nondisclosure or confidentiality forms shall also make it clear that they do not bar disclosures to Congress, or to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a substantial violation of law.
22. Export Control
a. The United States Government regulates the transfer of information, commodities, technology, and software considered to be strategically important to the U.S. to protect national security, foreign policy, and economic interests without imposing undue regulatory burdens on legitimate international trade. There is a network of federal agencies and regulations that govern exports that are collectively referred to as “Export Controls”. Subrecipient is responsible for ensuring compliance with all applicable U.S. Export Control laws and regulations relating to any work performed under this Award, at the Subrecipient or lower tier level. b. Subrecipient must immediately report to DOE any export control violations related to the project funded under this Award, at the Subrecipient or a lower tier level, and provide the corrective actions to prevent future violations.
23. Corporate Felony Conviction and Federal Tax Liability Assurances a. By entering into this Agreement, Subrecipient attests that it has not been convicted of a felony criminal violation under Federal law in the 24 months preceding the date of signature. b. Subrecipient further attests that it does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. c. For purposes of these assurances, the following definitions apply:
A Corporation includes any entity that has filed articles of incorporation in any of the 50 states, the District of Columbia, or the various territories of the United States [but not foreign corporations]. It includes both for-profit and non-profit organizations.
24. Insolvency, Bankruptcy or Receivership
a. Subrecipient shall immediately notify the CEC, who will in turn notify DOE, of the occurrence of any of the following events:
i. the Subrecipient, or its parent's filing of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act;
Federal Terms and Conditions Page E-16 of 20 GFO-23-404 April 2024 EBD Direct Install Program
ii. the Subrecipient’s consent to the institution of an involuntary case under the Bankruptcy Act against the Subrecipient, or its parent;
iii. the filing of any similar proceeding for or against the Subrecipient, or its parent, or its consent to, the dissolution, winding-up or readjustment of the Subrecipient’s debts, appointment of a receiver, conservator, trustee, or other officer with similar powers over the Subrecipient under any other applicable state or federal law; or iv. The Subrecipient’s insolvency due to its inability to pay its debts generally as they become due.
b. Such notification shall be in writing and shall:
i. specifically set out the details of the occurrence of an event referenced in paragraph (a); ii. provide the facts surrounding that event; and
iii. provide the impact such event will have on the project being funded by this Award. c. Upon the occurrence of any of the four events described in the first paragraph, CEC and DOE reserve the right to conduct a review of the Subrecipient’s award to determine the Subrecipient’s compliance with the required elements of the Award (including such items as cost share, progress towards technical project objectives, and submission of required reports). If the DOE review determines that there are significant deficiencies or concerns with the Subrecipient’s performance under the Award, the DOE reserves the right to impose additional requirements, as needed, including
i. change the Subrecipient’s payment method; or
ii. institute payment controls.
d. Failure of the Subrecipient to comply with this term may be considered a material noncompliance of this financial assistance award by the DOE Contracting Officer.
25. Contract Provisions for Non-Federal Entity Contracts Under Federal Awards All contracts made by a non-Federal entity under the Federal award, including those made by the Subrecipient, must contain the provisions listed in Appendix II to 2 CFR Part 200.
26. Final Incurred Cost Audit
In accordance with 2 CFR Part 200 as amended by 2 CFR Part 910, the CEC and/or DOE reserves the right to initiate a final incurred cost audit on this Award. If the audit has not been performed or completed prior to the closeout of the award, the CEC and/or DOE retains the right to recover an appropriate amount after fully considering the recommendations on disallowed costs resulting from the final audit.
27. Required Reporting under the Federal Funding and Transparency Act of 2006 a. Public Law 109-282, the Federal Funding Accountability and Transparency Act of 2006 as amended (FFATA), requires certain disclosures of entities and organizations receiving federal funds. The administrative requirements for complying with FFATA are contained in 2 CFR Part 170. Subrecipient must comply, as applicable, with all FFATA requirements including but not Federal Terms and Conditions Page E-17 of 20 GFO-23-404 April 2024 EBD Direct Install Program
limited to providing CEC with any required data within the timeframe requested by CEC. b. Unless an exemption applies, CEC must report each action that equals or exceeds $30,000 in Federal funds for a subaward to an “non-federal entity” as defined in 2 CFR Part 170 to https://www.fsrs.gov.
c. Unless an exemption applies, CEC must report the names and total compensation of each of Subrecipient’s five most highly compensated executives for the preceding fiscal year if:
i. In Subrecipient's preceding fiscal year, Subrecipient received: (a) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (b) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards)
ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S.
Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm).
d. Additional definitions relevant to this Section are contained in 2 CFR Part 170.
28. Unique Entity Identifier
a. Unique Entity Identifier refers to the identifier assigned by the Federal repository, System for Award Management (SAM), to uniquely identify business entities. b. No entity may receive a subaward under this Program from CEC until the Subrecipient entity has provided its Unique Entity Identifier to CEC. CEC may not make a subaward to an entity unless the entity has provided its Unique Entity Identifier number to CEC. c. Entity includes non-Federal entities as defined at 2 CFR 200.1 and also includes all of the following for purposes of this Section:
i. A foreign organization;
ii. A foreign public entity;
iii. A domestic for-profit organization; and
iv. A Federal agency.
v. Subaward has the meaning given in 2 CFR 200.1.
vi. Subrecipient has the meaning given in 2 CFR 200.1.
29. Annual Independent Audits
a. Subrecipient must comply with the annual independent audit requirements in 2 CFR 200.500 through .521 for institutions of higher education, nonprofit organizations, and state and local governments (Single audit), and 2 CFR 910.500 through .521 for for-profit entities (Compliance audit).
b. The annual independent audits are separate from any Government-initiated audits and must be paid for by Subrecipient. To minimize expense, Subrecipient may have a Compliance audit Federal Terms and Conditions Page E-18 of 20 GFO-23-404 April 2024 EBD Direct Install Program
in conjunction with its annual audit of financial statements. The financial statement audit is not a substitute for the Compliance audit. If the audit (Single audit or Compliance audit, depending on Subrecipient entity type) has not been performed or completed prior to the closeout of the award, DOE may impose one or more of the actions outlined in 2 CFR 200.338, Remedies for Noncompliance.
30. Integrity and Performance Matters
a. Subrecipient must immediately notify CEC of any civil, criminal, or administrative proceedings as described in part b. of this Section, below.
b. Subrecipient must submit information as directed by CEC about each proceeding that (1) is in connection with the award or performance of a Financial Assistance, cooperative agreement, or procurement contract from the Federal Government; (2) reached its final disposition during the most recent five-year period; and (3) is one of the following:
i. A criminal proceeding that resulted in a conviction (judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere). ii. A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more. iii. An administrative proceeding, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000. An administrative proceeding is a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or Financial Assistance awards. It does not include audits, site visits, corrective plans, or inspection of deliverables. iv. Any other criminal, civil, or administrative proceeding if (1) it could have led to an outcome described in paragraph i., ii., or .iii., above; (2) it had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and (3) the requirement in this Section to disclose information about the proceeding does not conflict with applicable laws and regulations.
.
31. Equal Employment Opportunity
Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
32. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 Federal Terms and Conditions Page E-19 of 20 GFO-23-404 April 2024 EBD Direct Install Program
U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).
Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
33. Rights to Inventions Made Under a Contract or Agreement.
If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Recipient or Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Recipient or Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
34. Clean Air Act and the Federal Water Pollution Control Act If this award to Subrecipient exceeds $150,000, Subrecipient agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the CEC, which will in turn report to the DOE and the Regional Office of the U.S.
Environmental Protection Agency (EPA).
35. Debarment and Suspension
Debarment and Suspension (Executive Orders 12549 and 12689) - A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the SAM, in accordance with the Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
36. Procurement of recovered materials
A Subrecipient that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
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37. Domestic Preferences for Procurements
a. As appropriate and to the extent consistent with law, Subrecipient should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award.
b. For purposes of this section:
i. “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
ii. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
c. Federal agencies providing Federal financial assistance for infrastructure projects must implement the Buy America preferences set forth in 2 CFR part 184.
38. Fraud, Waste, and Abuse
a. The mission of the DOE Office of Inspector General (OIG) is to strengthen the integrity, economy and efficiency of DOE’s programs and operations including deterring and detecting fraud, waste, abuse, and mismanagement. The OIG accomplishes this mission primarily through investigations, audits, and inspections of DOE activities to include grants, cooperative agreements, loans, and contracts. The OIG maintains a Hotline for reporting allegations of fraud, waste, abuse, or mismanagement. To report such allegations, please visit https://www.energy.gov/ig/ig‐hotline.
b. Subrecipient must disclose, in a timely manner, in writing to CEC and DOE all violations of State and Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award.
c. Failure to make the required disclosures can result in any of the remedies described in 2 CFR 200.339. (See also 2 CFR part 180, 31 U.S.C. 3321, and 41 U.S.C. 2313.)
ATTACHMENT F
CEC INVOICE TEMPLATE