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c. Submittal of Unanticipated Confidential Information as a Deliverable The Recipient and the Energy Commission agree that during this Agreement, it is possible that the Recipient may develop additional data or information not originally anticipated as a confidential deliverable. In this case, Recipient shall follow the procedures for a request for designation of Confidential Information specified in 20 CCR 2505. The Energy Commission’s Executive Director makes the determination of confidentiality. Such subsequent determinations may be added to the list of confidential deliverables in the Attachment to this Exhibit.
d. Disclosure of Confidential Information
Disclosure of Confidential Information by the Energy Commission may only be made pursuant to 20 CCR 2506 and 2507. All confidential data, records or deliverables that are legally disclosed by the Recipient or any other entity become public records and are no longer subject to the above confidentiality designation.
25. 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 Energy Commission 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 Energy Commission shall have the option to either: 1) cancel this Agreement with no liability occurring to the Energy Commission; or 2) offer an Agreement Amendment to the Recipient to reflect the reduced amount.
26. Public Works -- Payment of Prevailing Wages
Generally Required by Law
Projects that receive an award of public funds from the Energy Commission often involve construction, alteration, demolition, installation, repair or maintenance work over $1,000.
NOTE: Projects that receive an award of public funds from the Energy Commission 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, California Code of Regulations, Chapter 8, Subchapter 3, commencing with Section 16000.
Accordingly, the Energy Commission assumes that all projects it funds are public works. Projects deemed to be public works require among other things the payment of prevailing wages.
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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. 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 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 California Department of Industrial Relations (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 California Department of Industrial Relations (DIR) or an appropriate court.
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 Energy Commission 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.
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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 Energy Commission’s performance of this Agreement at the Energy Commission’s option, and shall be at Recipient’s sole risk. In such a case, Energy Commission may refuse payment to Recipient of any amount under this Agreement and Energy Commission 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 Energy Commission and hold the Energy Commission 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 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 California Department of Industrial Relations (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.
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 Energy Commission 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.
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Prior to the release of any retained funds under this Agreement, the Recipient shall submit to the Energy Commission 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 Energy Commission shall be relieved of any obligation to pay said funds.
27. Intellectual Property
The Energy Commission makes no claim to intellectual property developed under this Agreement that is not specified for delivery, except as expressly provided herein.
28. Commission Remedies for Recipient’s Non-Compliance
Without limiting any of its other remedies, the Commission 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 Commission, 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.
29. Assembly Bill 841 (2020)
By signing this Agreement, Recipient as a material term of this Agreement shall be fully responsible for complying with this section. AB 841 (Ting, 2020) added Public Utilities Code (PUC) section 740.20, which requires Electric Vehicle Infrastructure Training Program (EVITP) certification to install electric vehicle charging infrastructure and equipment for work performed on or after January 1, 2022, subject to certain exceptions. As a policy matter, the CEC is applying the EVITP certification requirements to project work funded under this Agreement, regardless of whether it might be performed prior to January 1, 2022, unless an exception applies.
Therefore, applying PUC 740.20 EVITP requirements to this Agreement means that all electric vehicle charging infrastructure and equipment located on the customer side of the electrical meter shall be installed by a contractor with the appropriate license classification, as determined by the Contractors’ State License Board, and at least one electrician on each crew, at any given time, who holds an EVITP certification. Projects that include installation of a charging port supplying 25 kilowatts or more to a vehicle must have at least 25 percent of the total electricians working on the crew for the project, at any given time, who hold EVITP certification. One member of each crew may be both the contractor and an EVITP certified electrician. The requirements stated in this paragraph do not apply to any of the following:
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(1) Electric vehicle charging infrastructure installed by employees of an electrical corporation or local publicly owned electric utility.
(2) Electric vehicle charging infrastructure funded by moneys derived from credits generated from the Low Carbon Fuel Standard Program (Subarticle 7 (commencing with Section 95480) of Article 4 of Subchapter 10 of Chapter 1 of Division 3 of Title 17 of the California Code of Regulations). (3) Single-family home residential electric vehicle chargers that can use an existing 208/240-volt outlet.
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STREAMLINING GRANT TERMS AND CONDITIONS
The Energy Commission (CEC) has undergone a significant effort to improve its grant agreements across its programs. To implement these improvements, the CEC and existing grant recipients must amend existing agreements. Because different CEC programs have different terms and conditions and because even the same CEC programs can have different terms depending on when the agreements were executed, individually changing the terms in each existing grant agreement is impractical. Instead, the CEC has developed these terms and conditions and placed them in their own document. Existing grant agreements can be amended to include this document.
The CEC acknowledges that terms in this document will conflict with some of the terms and other requirements in existing grant agreements. Accordingly, where there is a conflict, the CEC and Recipient agree that this document controls. Outside of the changes made by this document, all other grant terms and requirements remain unchanged.
Acronyms and Terms Used in this Document and Their Meaning Agreement The grant agreement executed between the CEC and the Recipient.
Budget
Categories
Means the following categories in Exhibit B, Budget: Direct Labor, Fringe Benefits, Travel, Equipment, Materials and Miscellaneous, Subrecipients and Vendors (formerly Subcontractors), and Indirect Costs and Profit.
CAM Commission Agreement Manager
CEC California Energy Commission
Existing Terms The terms that might be found in any of the CEC grant agreements in any of its programs, including the terms for this Agreement.
Incurred Costs An expense for which the Recipient has become liable (legally obligated) to pay.
MTDC Modified Total Direct Costs, which means all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $25,000 of each subaward (regardless of the period of performance of the subawards under the award). MTDC excludes equipment, capital expenditures, rental costs, tuition remission, scholarships and fellowships, and the portion of each subaward in excess of $25,000.
Paid Costs An expense for which the Recipient has already made payment.
Recipient The entity that executed this Agreement with the CEC.
Subaward For the Recipient, a Subaward means all agreements it has with Subrecipients and Vendors. For a Subrecipient, a Subaward means all agreements it has with Sub-Subrecipients and Vendors. For any lower-tiered level of Sub-Subrecipient, a Subaward means all agreements it has with its own Sub-Subrecipients and Vendors.
Subrecipient
(formerly
Subcontractor)
A 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 158 of 188
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the grant’s activities. A Subrecipient’s role involves discretion over grant activities and is not merely just selling goods or services.
Sub-Subrecipient Has the same meaning as a Subrecipient except that it receives grant funds from a Subrecipient or any lower tier level of a Sub-Subrecipient.
Vendor A person or entity that sells goods or services to the Recipient, Subrecipient, or any lower-tiered level of Sub-Subrecipient, in exchange for some of the grant funds, and does not make decisions about how to perform the grant’s activities. The Vendor’s role is ministerial and does not involve discretion over grant activities.
These Terms The terms in this document titled “Streamlining Grant Terms and Conditions.”
1. Decoupling Products from Invoices
Existing Terms typically require grant recipients to submit products with invoices. This is no longer required. Recipients can separately submit products and invoices.
2. Quarterly Instead of Monthly Reports
Most grants include within their scopes of work an administrative task requiring grant recipients to submit monthly progress reports, often concurrent with submission of an invoice.
This is no longer required. Instead, Recipients will now submit progress reports quarterly instead of monthly. Unless a different arrangement is discussed with and approved by the Commission Agreement Manager (CAM) in writing, which can be done without amending these terms (e.g., as simple as an email from the CAM), quarterly means by the tenth day of each January, April, July, and October.
3. New Requirement for Monthly Calls with the CAM
Instead of monthly progress reports currently required under Task 1, Recipients shall participate in brief phone calls that will occur at least monthly and which will be initiated by the CAM to briefly discuss project progress and identify any emerging issues. Monthly calls might not be held on those months when a quarterly progress report is submitted or the CAM determines that a monthly call is unnecessary.
4. Amendments and Other Changes
Existing Terms typically require a written amendment signed by both the CEC and Recipient for any change to the grant agreement. In contrast, These Terms allow certain changes, as described in this document, to be made to this Agreement without a formal amendment.
A. Budget Reallocations
No CEC approval is needed for a Recipient, Subrecipient, or any lower-tiered level of Sub-Subrecipient to move funds within each of the following Budget Categories listed in the Exhibit 159 of 188
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B: Direct Labor, Fringe Benefits, Travel, Equipment, Materials and Miscellaneous, Subrecipients, and Indirect Costs. (However, please note that per section 4.B. below, any new M&M, Equipment, Subrecipient or Vendor not listed in the budget does need to be approved prior to reimbursement.) If the Recipient wants to move funds between Budget Categories or submits an invoice that if paid would exceed a Budget Category, the Recipient has at least the following choices:
1. Request an amendment from the CEC. The CEC will not pay the invoice if and until an amendment is approved, except possibly for the final invoice per section 4.A.3 below. In its sole discretion, the CEC might pay the portion of the invoice that does not involve the amount that goes beyond the Budget Category.
2. Retract the invoice and resubmit a corrected one that keeps within Budget Categories.
The Recipient can treat the amount paid beyond the Budget Category as match funds if the expenditure meets all of the applicable Agreement requirements for match funds.
3. If there is a Budget Category overage on the final invoice, the Recipient can discuss with the CAM if the invoice can be approved without needing the amendment in section
4.A.1 above. The CAM will require a written justification for the budget category overage to determine if the invoice can be approved.
This new flexibility does NOT mean the Recipient can exceed the overall Agreement amount.
Because Existing Terms may define “Budget Reallocation” to mean the movement of funds between tasks and possibly in other ways than moving funds between Budget Categories, such definitions are considered deleted and superseded by These Terms.
B. New Items under Materials and Miscellaneous, and Equipment The CAM must approve in writing of any new materials and miscellaneous expenses of $5,000 or more or new equipment the Recipient plans to purchase and be reimbursed under this Agreement that is not already listed in Exhibit B, Budget. To accomplish this, the Recipient can submit either prior to invoicing or with its invoice a completed form titled "NEW EQUIPMENT/M&M FORM” which includes a description of the item and a brief explanation of the need for the item. The CAM will approve items that he or she determines to be necessary to the Agreement and do not exceed budgeted amounts for each Budget Category unless Recipient follows the processes in section 4.A. “Budget Reallocation” directly above.
Any restrictions in the solicitation or elsewhere in the Agreement still apply to the specific items under Materials and Miscellaneous, and Equipment that can be purchased using CEC Funds or Match Share Funds. The restrictions still apply even though the CAM does not have to approve new materials and miscellaneous expenses under $5,000.
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C. An Amendment is No Longer Needed to Replace “Key Personnel.” Existing Terms typically require Recipients and their Subrecipients to obtain advance written approval, sometimes through a formal written amendment, before the Recipient added or replaced key or other personnel, or added or removed job classifications. Now, except when replacing “key personnel” the Recipient and its Subrecipients and any lower-tiered level of Sub-Subrecipient, can make change related to their respective personnel without written approval.
Although changes to “key personnel” do require written approval, that approval can be requested and granted simply through an e-mail communication or other form of written communication.
These Terms clarify that Recipients may be reimbursed for actual expenses incurred by new “key personnel” during the term of the Agreement, even if written approval comes after an individual begins work on the project. However, if the replacement is not approved, then the Energy Commission will not reimburse for any expenses charged for the individual.
Accordingly, Recipients are strongly encouraged to obtain advance written approval for “key personnel” or risk not being reimbursed for their work.
Recipient must keep the CAM informed of personnel changes through monthly calls and quarterly progress reports. In addition to any other rights and remedies available to the CEC, the Energy Commission retains its authority to issue a Stop Work Order if it becomes clear that a Recipient or Subrecipient’s personnel, key or otherwise, are unable to fulfill their responsibilities under the Agreement.
Please note that the process in the Existing Terms for replacing Subrecipients and Vendors, and each tier lower of Sub-Subrecipients, may have changed. See section 7 below titled “Subrecipients and Vendors.”
D. Assignment of New Personnel to an Existing Job Classification Existing Terms might require Recipients to submit a resume and other information to the CAM to approve before assigning new personnel to existing job classifications. The Existing Terms might also require an amendment, and that an amendment must be fully executed before new personnel can begin work on the agreement. This pre-approval is no longer required. Instead, Recipient will keep the CAM informed of personnel changes and provide any information requested by the CAM during monthly calls and/or quarterly progress reports. Please see section 5.A. below in the “Budgets and Payment of Funds” term for how direct labor rates will now be handled.
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Existing Terms might require grant recipients to execute an amendment or otherwise provide information to, and obtain approval from, the CAM before promoting existing personnel to existing job classifications. None of this is required any longer. Please see section 5.A. below in the “Budgets and Payment of Funds” term for how direct labor rates will now be handled.
5. Budgets and Payment of Funds
A. No More Capped Maximum Rates for Direct Labor and Fringe Benefits Existing Terms typically state that rates in Exhibit B, Budget, for Direct Labor, Fringe Benefits, Indirect Costs, and Profit (for Subrecipients) are maximum rates and Recipients can invoice for actual expenses up to these capped, maximum rates.
Under These Terms, the rates in Exhibit B, Budget, for Direct Labor and Fringe Benefits are now treated as estimates and not capped rates. The Recipient can invoice at higher rates as long as it is only invoicing for actual expenditures it has made. However, the Recipient cannot invoice and be paid for more than the total amount in each Budget Category without an amendment (please see section 4.A. above in these terms), or for more than the total Agreement amount.
Please note this new flexibility only applies to rates for Direct Labor and Fringe Benefits. Except as otherwise provided in These Terms, restrictions on Indirect Costs and Profit in the Existing Terms still apply.
Please also note that rates listed in the budget are NOT “negotiated rates” that can be charged by a Recipient or Subrecipient – documentation must be made available upon request to show that the rates charged reflect actual costs incurred.
B. Options for Indirect Costs
Existing Terms typically allow grant recipients to invoice and receive reimbursement for actual Indirect Costs up to the maximum amount listed in Exhibit B, Budget. Indirect Costs are subject to audit, and recipients are required to provide backup documentation upon request proving the actual amount of their Indirect Costs. These Terms provide two additional options.
The following options may be available to any Recipient who has not yet invoiced for indirect costs at the time of this amendment. These options are not available to any Recipient that has opted not to claim indirect. A Recipient may not use these options to increase a current indirect rate on which the Recipient was scored in the application process. Once a Recipient has been reimbursed for indirect costs, they may not switch among options.
1. De Minimis Option
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Under These Terms, the Recipient can elect to invoice and receive a de minimis amount at the set rate of 10% of the Modified Total of Direct Costs (MTDC) for Indirect Costs. This cannot be combined with any other Indirect Rate option.
MTDC is defined for purposes of These Terms as all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $25,000 of each subaward (regardless of the period of performance of the subawards under the award). MTDC excludes equipment, capital expenditures, rental costs, tuition remission, scholarships and fellowships, and the portion of each subaward in excess of $25,000. This is the same definition used in federal grants.
Keeping this the same as the federal definition should make this easy for recipients with both federal and CEC grants that elect this option.
If the Recipient chooses this de minimis option for Indirect Costs, the Recipient will not have to provide backup documentation for the de minimis amount and will not be audited on it. However, the Existing Term requirements, including for backup documentation and audits, still apply to any Indirect Costs invoiced by the Recipient and reimbursed by the CEC not utilizing the de minimis amount.
2. Defense Contract Audit Agency (DCAA) or other Federally Approved Indirect Rate An entity that has a federally approved indirect rate from DCAA or another Federal agency may use the approved indirect rate for Energy Commission grants. A copy of the Federal agency’s letter must be provided.
This rate will typically shift annually, and this shift is generally acceptable. This is the only Indirect Cost option that is not strictly subject to the max rate cap that typically applies to Indirect Costs. If the federal rate decreases from year to year, that will be a cost savings under this budget category. If the federal rate increases from year to year, this will require a budget reallocation. If the Energy Commission, in its sole discretion, determines that a budget reallocation to accommodate an increased Indirect Rate would risk the ultimate success of the project, or is otherwise not in its best interest, the Energy Commission reserves the right to either propose a smaller increase that would not risk the ultimate success of the project, or refuse to increase the Indirect Rate. For any increase the Energy Commission will not reimburse from CEC Funds, the Recipient or Subrecipient may choose to charge the increase as Match Funds.
If the Recipient chooses this option for Indirect Costs, the Recipient will not be audited on this budget category. However, the Existing Term requirements, including for backup documentation and audits, still apply to any Indirect Costs invoiced by the Recipient and reimbursed by the CEC not utilizing this option.
C. Travel and Per Diem
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1. Travel not listed in Exhibit B, Budget, can be added without an amendment via CAM approval. CAM approval can come in one of two forms: written authorization from the CAM prior to the Recipient taking the trip, or through the invoice review. Outside of a budget reallocation, additional travel requests are submitted using the CEC’s Travel Form. Recipient understands, however, that any travel taken that is not listed in Exhibit B, the Budget, or not pre-approved by the CAM in writing, is at the Recipient’s own financial risk. The CAM might not approve the trip as part of invoice review. Please note that the Recipient cannot invoice and be paid for more than the total amount in the Travel Budget Category without an amendment (please see section 4.A. above in These Terms), or for more than the total Agreement amount.
2. Existing Terms explain what recipients can invoice for and be reimbursed for travel and per diem expenses. After this Agreement is amended to include These Terms, Recipients can instead invoice and be reimbursed using the rates listed on the ECAMS Resources webpage. Because the rates maintained on the ECAMS Resources webpage can change over time, the Recipient will be allowed to be reimbursed for the rates in place when the trip expenses become an Incurred Cost. The CEC shall notify the Recipient in writing by way of the Active Agreements listserve if the travel rates change.
Please sign up for the Active Agreements listserve to stay informed of all updates.
3. Lodging
The Recipient can invoice at standard room rates. The CEC will not reimburse for luxury accommodations.
4. Airfare
The Recipient can invoice at coach rates on commercial carriers. The CEC will not pay for upgrades on flights.
5. Rental Car
The Recipient can invoice for vehicles appropriate for the purpose of the travel. The CEC will not reimburse expenses for luxury vehicles.
6. Bus/Train
The Recipient can invoice for standard coach rates. The CEC will not reimburse for upgrades.
7. Per Diem
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Per diem is allowable for actual costs incurred up to the total daily maximum for the following combined expenses:
x Meals
x Incidentals (i.e. tips for hotel staff and taxi/ride share drivers) x Parking
x Tolls
x Taxi/ride share
The CEC will not reimburse any expenses under this Agreement for alcoholic beverages.
In addition, the daily per diem is for the individual expenses of those traveling and working on the Agreement only. It cannot be used to pay for expenses of others (e.g., it cannot be used to buy a meal for someone else).
D. Payment Request Format
Existing Terms may list specific items the Recipient must include in its invoices. These requirements in the Existing Terms is no longer required. Instead, the CAM will provide an invoice template, and any further modifications to it, that the Recipient shall use.
E. Rounding
Under These Terms, the only exception to the CEC paying actual expenses is rounding to the nearest cent. Recipient, Subrecipients, and each lower-tiered level of Sub-Subrecipients shall round invoiced amounts to the nearest cent ($0.01) using standard rounding, which is rounding down for $0.000 through $0.004, and rounding up for $0.005 through $0.009. Rounding cannot be used to exceed the amount in any Budget Category (see section 4.A. above in These Terms) or exceed the total Agreement amount.
F. New Certification for Payment Requests
Existing Terms may require recipients to include and sign a certain certification in its payment requests. These Terms instead require the Recipient to include and sign the certification provided by the CAM in the Invoice Template. The CAM can change this certification without amending this Agreement.
G. The CEC No Longer Must Use a Specific Dispute Notification Form to Dispute Invoices Existing Terms may require the CEC to use a Dispute Notification Form, Std. 209 Form, or other specific form when disputing invoices. These requirements no longer apply. Under These Terms, the CEC can now dispute an invoice in any manner it chooses as long as it is provided in writing to the Recipient.
6. Incurred Costs
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Existing Terms may not allow recipients to be reimbursed for Incurred Costs. Accordingly, These Terms change that and allow the CEC to reimburse the Recipient for Incurred and Paid Costs that are (1) incurred during the Agreement Term; (2) invoiced within the required timeframes of this Agreement; (3) made in accordance with the Agreement’s Budget; and (4) actual and allowable expenses under this Agreement.
The Recipient shall pay ALL Incurred Costs for which it has invoiced the CEC within 14 calendar days of receiving payment under this Agreement for the Incurred Costs. For example, if the Recipient invoices the CEC and then receives payment on September 15 for an Incurred Cost of $10,000, the Recipient shall pay the entire $10,000 by September 29. This requirement is needed to prevent Recipient from creating long lead times for Incurred Costs (e.g., invoicing and receiving payment from the CEC but not paying for the Incurred Costs for weeks or months).
The Recipient shall only invoice the CEC for Incurred Costs the Recipient will pay within 14 calendar days of receiving payment. For example, assume the Recipient has an Incurred Cost for a piece of equipment that costs $300,000 and will pay in three installments of $100,000 each over three months. The Recipient shall only invoice the CEC for $100,000 each month.
The Recipient shall not invoice for the entire $300,000 and retain the balance over the three months.
For any Incurred Costs for which the Recipient received funds from the CEC and does not pay within 14 calendar days, the Recipient shall on the very next business day after the 14 calendar days submit repayment of the unpaid amount back to the CEC. Repaid funds will be placed back into the Agreement and will be available to reimburse allowable costs in accordance with this Agreement. When making a repayment under this provision, the Recipient shall specify “Repayment of Unspent Funds under Agreement [insert agreement number].” Recipient shall remit the repayment to:
California Energy Commission
Accounting Office
715 P Street, MS-2
Sacramento, CA 95814
This repayment requirement of the Recipient is in addition to any other rights the CEC can enforce relative to this Agreement. Recipient agrees and acknowledges that time is of the essence in paying Incurred Costs and submitting repayments, and the CEC can treat the Recipient’s breach of either requirement as a material breach. Recipient can contact the CAM for any questions about the logistics of making repayments.
7. Subrecipients and Vendors
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responsibility to meet the Agreement’s objectives, and others are merely suppliers of goods and services.
These Terms allow the Recipient with CAM written approval to divide subcontractors into Subrecipients and Vendors. If this distinction is not made between Subrecipients and Vendors, all entities currently deemed subcontractors will be treated as Subrecipients.
A Subrecipient is defined as a 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 grant’s activities. A Subrecipient’s role involves discretion over grant activities and is not merely just selling goods or services.
Characteristics which support the classification of the entity as a subrecipient include when the entity:
(1) Has its performance measured in relation to whether objectives of a CEC program were met;
(2) Has responsibility for programmatic decision-making; (3) Is responsible for adherence to applicable CEC program requirements specified in the CEC award agreement;
(4) In accordance with its agreement, uses the CEC funds to carry out a program for a public purpose specified in authorizing statute, as opposed to providing goods or services for the benefit of the recipient or subrecipient; or, (5) Provides match share funding contributions to the CEC-funded project.
A Sub-Subrecipient has the same meaning as a Subrecipient except that it receives grant funds from a Subrecipient. There can also be further levels below of Sub-Subrecipients.
A Vendor is defined as a person or entity that sells goods or services to the Recipient, Subrecipient, or any lower-tiered level of Sub-Subrecipient, in exchange for some of the grant funds, and does not make decisions about how to perform the Agreement's activities. The Vendor’s role is ministerial and does not involve discretion over Agreement activities. A vendor is an entity selected through a competitive process or is otherwise providing a product or service at a fair and reasonable price. Characteristics indicative of a procurement relationship between the Recipient, Subrecipient, and any lower-tiered level of Sub-Subrecipient and a Vendor are when the Vendor:
(1) Provides the goods and services within normal business operations; (2) Provides similar goods or services to many different purchasers; (3) Normally operates in a competitive environment;
(4) Provides goods or services that are ancillary to the operation of the CEC program; and
(5) may not be subject to compliance with all of the requirements of the CEC program as a result of the agreement, though similar requirements may apply for other reasons.
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EXHIBIT C
APPENDIX C-1
ARV-31-031
Central Coast Community Energy
A. Subrecipient and Sub-Subrecipient Flow-Down Terms
For Recipient’s agreements with Subrecipients, the Recipient shall follow any flow-down requirements in the Existing Terms for subcontractors, except the Recipient does not need to include the following terms if they are not applicable to a given Subrecipient:
1. The Legal Statements on Products term does not have to be included if the Subrecipient will not generate any Products.
2. The Travel and Per Diem term does not have to be included if the Subrecipient will not be reimbursed for travel with CEC funds.
3. The Equipment term does not have to be included if the Subrecipient will not be reimbursed for equipment with CEC funds.
4. The Confidentiality term does not have to be included if the Subrecipient will not have access to or generate confidential information.
B. Vendor Requirements
The flow-down requirements in the Existing Terms either come from the CEC or the law.
Recipient does not have to include any CEC-created requirements in agreements with its Vendors unless it is necessary for the Recipient to meet its obligations to the CEC under the Agreement. But the Recipient is still required to make sure the Vendor complies with all applicable laws. For example, the Recipient still must ensure any Vendor complies with applicable Public Work Requirements, including the payment of prevailing wage, and also with the Nondiscrimination clause. These are requirements under the law.
The Recipient does not have to include in its Vendor agreements CEC-created terms, such as Equipment, Confidentiality, Travel and Per Diem, Retention of Records, and Audits, if the Recipient does not need them to fulfill its obligations to the CEC. An example where the Recipient might need to include a CEC-created term in a Vendor agreement is intellectual property. The Recipient must ensure the CEC has the intellectual property rights required under this Agreement. If a Vendor creates intellectual property that the Recipient provides to the CEC as part of the Agreement, the Recipient shall ensure its Vendor agreement secures the appropriate rights.
C. Replacing Subrecipients or Vendors
Under These Terms, all changes to Subrecipients and Vendors require advance written approval by at least the Commission Agreement Manager. A higher level of approval may be required based upon Energy Commission policy. Required approvals are included in the “Changes to Grants - Level of Approval and Notification Chart” commonly referred to as the “Changes Chart.” November 2021
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EXHIBIT C
APPENDIX C-1
ARV-31-031
Central Coast Community Energy
These Terms clarify that Recipients may be reimbursed for actual expenses incurred by a new Vendor during the term of the Agreement, even if written approval comes after the entity has completed work on the project. However, if the new Vendor is not approved, then the Energy Commission will not reimburse for any expenses charged for the entity. Accordingly, Recipients are strongly encouraged to obtain advance written approval for new Vendors or risk not being reimbursed for their work.
However, any work completed by an entity that may replace an existing Subrecipient WILL NOT BE REIMBURSED for any work completed prior to advance written approval. If a Subrecipient expends funds prior to approval, they can only be claimed as Match Funds.
8. Match Fund Timing
Existing Terms typically require recipients to proportionally spend match funds concurrently or in advance of CEC funds. But this timing does not always work, especially if the CEC funds are used for expensive equipment early in the project.
These Terms allow a CAM, in writing and with Supervisor approval, to authorize a Recipient to spend CEC funds in advance of Match Funds pursuant to Match Fund Spending Plan. The Plan must estimate how Match Funds and CEC funds will be spent over each quarter and briefly explain why it is not practical to spend Match Funds concurrent with CEC Funds. While These Terms allow additional flexibility, the Recipient agrees to spend the agreed match funds as soon as practicable during the Agreement in order to resume proportionality between CEC funds and Match funds spent.
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Exhibit D
CONTACT LIST
November 2021 Page 1 of 1 ARV-21-031
Central Coast Community Energy
California Energy Commission Recipient
Commission Agreement Manager:
Akasha Kaur Khalsa
California Energy Commission
715 P Street, MS-27
Sacramento, CA 95814
Phone: (916) 891-9128
e-mail: [email protected]
Project Manager:
Dan Bertoldi
Central Coast Community Energy
70 Garden Ct, Suite 300
Monterey, CA 93940
Phone: (831) 641-7201
Fax: (831) 920-2270
e-mail: [email protected]
Confidential Deliverables/Products
California Energy Commission
Contracts, Grants, and Loans Officer
715 P Street
Sacramento, CA 95814
Administrator:
Dan Bertoldi
Central Coast Community Energy
70 Garden Ct, Suite 300
Monterey, CA 93940
Phone: (831) 641-7201
Fax: (831) 920-2270
e-mail: [email protected]
Invoices, Progress Reports and
Non-Confidential Deliverables to:
California Energy Commission
Accounting Officer
715 P Street
Sacramento, CA 95814
e-mail: [email protected]
Accounting Officer:
Owen Lee
Central Coast Community Energy
70 Garden Ct, Suite 300
Monterey, CA 93940
Phone: (831) 641-7203
Fax: (831) 920-2270
e-mail: [email protected]
Legal Notices:
Tatyana Yakshina
CEC Grants Manager
1715 P Street, MS-18
Sacramento, CA 95814
e-mail: [email protected]
Recipient Legal Notices:
Robert Shaw
Central Coast Community Energy
70 Garden Ct, Suite 300
Monterey, CA 93940
Phone: (831) 641-7211
Fax: (831) 920-2270
e-mail: [email protected]
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CENTRAL COAST COMMUNITY ENERGY
STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Build Momentum, Inc. (hereinafter “CONTRACTOR”), a corporation with its principal place of business located in Sacramento, California. CCCE and CONTRACTOR may be individually referred to herein as “Party” or collectively as “Parties.”
In consideration of the mutual covenants and conditions set forth in this Agreement, the Parties agree as follows:
1. GENERAL DESCRIPTION
1.1. CCCE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of this Agreement. The goods and/or services are generally described as: 1) Blueprint Outline; 2) Central Coast ZEV MD/HD Blueprint Draft; 3) Central Coast ZEV MD/HD Blueprint Final; and 4) Written Notice of Central Coast ZEV MD/HD Blueprint Report Location.
2. PAYMENT PROVISIONS
2.1. CCCE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B, subject to the limitations set forth in this Agreement. The total amount payable by CCCE to CONTRACTOR under this Agreement shall not exceed the sum of $200,000.
3. TERM OF AGREEMENT
3.1. The term of this Agreement is from the date of execution until December 31, 2023 unless sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until signed by both the CONTRACTOR and CCCE, with CCCE’s execution to be last in time. CONTRACTOR may not commence work under this Agreement before CCCE signs this Agreement.
3.2. CCCE reserves the right to cancel this Agreement, or any extension of this Agreement, without cause with thirty (30) days written notice, or with cause immediately.
4. SCOPE OF SERVICES AND ADDITIONAL PROVISIONS
4.1. The following attached exhibits are incorporated herein by reference and constitute a part of this Agreement:
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4.1.1. Exhibit A: Scope of Services
4.1.2. Exhibit B: Payment Terms
4.1.3. Exhibit C: Procedures for Unauthorized Release of Covered Information
5. PERFORMANCE STANDARDS
5.1. CONTRACTOR warrants that CONTRACTOR and CONTRACTOR’s agents, employees and subcontractors performing services under this Agreement are specially trained, experienced, competent, and appropriately licensed to perform the work and deliver the services required under this Agreement and are not employees of CCCE or immediate family of an employee of CCCE.
5.2. CONTRACTOR and CONTRACTOR’s agents, employees and subcontractors shall perform all work in a safe and skillful manner and in compliance with all applicable laws and regulations. All work performed under this Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in accordance with such licensing requirements.
5.3. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR shall not use CCCE premises, property (including equipment, instruments, or supplies) or personnel for any purpose other than in the performance of its obligations under this Agreement.
6. PAYMENT CONDITIONS
6.1. Prices shall remain firm for the initial term of the Agreement and, thereafter, may be adjusted annually as provided herein. CCCE does not guarantee any minimum or maximum amount of dollars to be spent under this Agreement.
6.2. Negotiations for rate changes shall be commenced, by CONTRACTOR, a minimum of ninety days (90) prior to the expiration of the Agreement. Rate changes are not binding unless mutually agreed upon in writing by CCCE and the CONTRACTOR. 172 of 188
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6.3. Invoices shall be submitted monthly on a form acceptable to CCCE and provide sufficient detail, as determined by CCCE, of services rendered for the invoiced period.
6.4. CCCE shall certify the invoice for payment in either the amount requested, or in such other amount as CCCE determines is due in conformity with this Agreement. Invoices shall be certified and paid within 45 days of submission to CCCE.
7. TERMINATION
7.1. During the term of this Agreement, CCCE may terminate the Agreement for any reason by giving written notice of termination to the CONTRACTOR at least thirty (30) days prior to the effective date of termination. Such notice shall set forth the effective date of termination. In the event of such termination, the amount payable under this Agreement shall be reduced in proportion to the services provided prior to the date of termination.
7.2. CCCE may cancel and terminate this Agreement for good cause effective immediately upon written notice to CONTRACTOR. “Good cause” includes the failure of CONTRACTOR to perform the required services at the time and in the manner provided under this Agreement. If CCCE terminates this Agreement for good cause, CCCE may be relieved of the payment of any consideration to CONTRACTOR, and CCCE may proceed with the work in any manner, which CCCE deems proper. The cost to CCCE shall be deducted from any sum due the CONTRACTOR under this Agreement.
8. INDEMNIFICATION
8.1. CONTRACTOR shall indemnify, defend, and hold harmless CCCE, its Directors, Board members, officers, agents and employees from any claim, liability, loss, injury, or damage arising out of, or in connection with, performance of this Agreement by CONTRACTOR and/or its agents, employees, or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by CCCE. It is the intent of the parties to this Agreement to provide the broadest possible coverage for CCCE. The CONTRACTOR shall reimburse CCCE for all costs, attorneys’ fees, expenses, and liabilities incurred with respect to any litigation in which the CONTRACTOR is obligated to indemnify, defend, and hold harmless CCCE under this Agreement.
8.1.1. The CONTRACTOR’s selection of counsel to satisfy CONTRACTOR’s defense and hold harmless obligation as set forth in section 8.1 above, shall be subject to review and approval by CCCE.
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8.1.2. Notwithstanding any other provision of this Agreement, CCCE shall be entitled to participate fully in the defense of any claim or action.
9. INSURANCE REQUIREMENTS
9.1. Prior to commencement of this Agreement, the CONTRACTOR shall provide a “Certificate of Insurance” certifying that coverage as required herein has been obtained.
Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, the CONTRACTOR upon request shall provide a certified copy of the policy or policies. This verification of coverage shall be sent to CCCE.
9.2. Without limiting CONTRACTOR’s duty to defend and indemnify, CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
9.2.1.1. Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence, and $2,000,000 in the aggregate.
9.2.1.2. Business Automobile Liability Insurance, covering all motor vehicles, including owned, leased, non-owned, and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.
9.2.1.3. Workers’ Compensation Insurance, if CONTRACTOR employs others in the performance of this Agreement, in accordance with California Labor Code section 3700 and with Employer’s Liability limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.
9.2.1.4. Professional Liability Insurance, if required for the professional services being provided, (e.g., those persons authorized by a license to 174 of 188
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engage in a business or profession regulated by the California Business and Professions Code), in the amount of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in the course of rendering professional services. If professional liability insurance is written on a “claims-made” basis rather than an occurrence basis, the CONTRACTOR shall, upon the expiration or earlier termination of this Agreement, obtain extended reporting coverage (“tail coverage”) with the same liability limits. Any such tail coverage shall continue for at least three years following the expiration or earlier termination of this Agreement.
9.3. Unless otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of three years following the date CONTRACTOR completes its performance of services under this Agreement.
9.4. Commercial general liability and automobile liability policies shall provide an endorsement naming CCCE, its Directors, Board members, officers, agents, and employees as Additional Insureds with respect to liability arising out of the CONTRACTOR’S work, including ongoing and completed operations, and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by CCCE and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the CONTRACTOR’S insurance.
10. RECORD AND CONFIDENTIALITY
10.1. CONTRACTOR and its officers, employees, agents, and subcontractors shall comply with any and all federal, state, and local laws, which provide for the confidentiality of records and other information. CONTRACTOR shall not disclose any confidential records or other confidential information received from CCCE or prepared in connection with the performance of this Agreement, unless CCCE specifically permits CONTRACTOR to disclose such records or information. CONTRACTOR shall promptly transmit to CCCE any and all requests for disclosure of any such confidential records or information. CONTRACTOR shall not use any confidential information gained by CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying out CONTRACTOR’s obligations under this Agreement.
10.1.1. Confidential Information specifically includes Covered Information (as defined in Exhibit C), including Protected Personal Information(“PPI”) that identifies, relates to, describes, or is capable of being associated with, or could 175 of 188
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reasonably be linked, directly or indirectly, with a consumer, household, or customer account. All such Covered Information and PPI must fully be protected from disclosure as set forth in California Public Utility Commission Decision D.12-08.045. In the event of an unauthorized release of Covered Information and PPI, CONTRACTOR shall comply with Exhibit C, Procedures for Unauthorized Release of Covered Information.
10.2. Upon expiration or termination of this Agreement, CONTRACTOR shall return to CCCE any CCCE records which CONTRACTOR used or received from CCCE to perform services under this Agreement.
10.3. CONTRACTOR shall prepare, maintain, and preserve all reports and records that may be required by federal, state, and local rules and regulations related to services performed under this Agreement. CONTRACTOR shall maintain such records for a period of at least three years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other action relating to this Agreement is pending at the end of the three-year period, then CONTRACTOR shall retain said records until such action is resolved.
10.4. CCCE shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject, at the request of CCCE or as part of any audit of CCCE, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.
10.5. CCCE shall have a royalty-free, exclusive, and irrevocable license to reproduce, publish, and use, and authorize others to do so, all original computer programs, writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature produced in the course of or under this Agreement. CONTRACTOR shall not publish any such material without the prior written approval of CCCE.
11. NON-DISCRIMINATION
11.1. During the performance of this Agreement, CONTRACTOR, and its subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in 176 of 188
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CONTRACTOR’s employment practices or in the furnishing of services to recipients.
CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.
12. INDEPENDENT CONTRACTOR
12.1. In the performance of work, duties, and obligations under this Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as an employee of CCCE. No offer or obligation of permanent employment with CCCE and CONTRACTOR shall not become entitled by virtue of this Agreement to receive from CCCE any form of employee benefits including but not limited to sick leave, vacation, retirement benefits, workers’ compensation coverage, insurance, or disability benefits. CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including federal and state income taxes and social security, arising out of CONTRACTOR’s performance of this Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold CCCE harmless from any and all liability which CCCE may incur because of CONTRACTOR’s failure to pay such taxes.
13. NOTICES
13.1. Notices required under this Agreement shall be delivered personally or by first-class, postage pre-paid mail to CCCE and CONTRACTOR’S contract administrators at the addresses listed below:
Central Coast Community Energy Build Momentum, Inc.
Chief Financial & Technology Officer Matt Hart, President 70 Garden Court, Suite 300 801 K St. Floor 28
Monterey, Ca 93940 Sacramento, CA 95814
14. MISCELLANEOUS PROVISIONS
14.1. Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to acquire any interest during the term of this Agreement, which would directly, or indirectly conflict in any manner or to any degree with the full and complete performance of the services required to be rendered under this Agreement. 177 of 188
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14.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by CCCE and the CONTRACTOR.
14.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by CCCE and the CONTRACTOR. A waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.
14.4. Contractor. The term “CONTRACTOR” as used in this Agreement includes CONTRACTOR’s officers, agents, and employees acting on CONTRACTOR’s behalf in the performance of this Agreement.
14.5. Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
14.6. Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or otherwise transfer its interest or obligations in this Agreement without the prior written consent of CCCE None of the services covered by this Agreement shall be subcontracted without the prior written approval of CCCE. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this Agreement.
14.7. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of CCCE and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and heirs.
14.8. Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement.
14.9. Headings. The headings are for convenience only and shall not be used to interpret the terms of this Agreement.
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14.10. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
14.11. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California.
14.12. Non-exclusive Agreement. This Agreement is non-exclusive and both CCCE and CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.
14.13. Construction of Agreement. CCCE and CONTRACTOR agree that each party has fully participated in the review and revision of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendment to this Agreement.
14.14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
14.15. Authority. Any individual executing this Agreement on behalf of CCCE, or the CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter into this Agreement on behalf of such party and bind the party to the terms and conditions of this Agreement.
14.16. Integration. This Agreement, including the exhibits, represent the entire Agreement between CCCE and the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all prior negotiations, representations, or agreements, either written or oral, between CCCE and the CONTRACTOR as of the effective date of this Agreement, which is the date that CCCE signs the Agreement. 179 of 188
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14.17. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the provisions of this Agreement shall prevail and control.
SIGNATURE OF THE PARTIES:
Vendor Central Coast Community Energy
BY: __________________________________ BY:
__________________________________
____
Title: Matt Hart, President Tom Habashi, CEO
Date: ____________________________ Date:
____________________________
Approved as to Form
BY:
__________________________________
____
Brian Kimball, General Counsel
Date:
____________________________
Approved as to Financial Terms
BY:
__________________________________
____
Jaya Bajpai, Chief Financial Officer
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Date:
____________________________
Exhibit A: Scope of Services
Contingent upon funds issued to CCCE (Grant Agreement No. ARV-21-031) under CEC GFO-20-601 entitled “Blueprints for Medium- and Heavy-Duty Zero-Emission Vehicle Infrastructure”, and all included Terms and Conditions, the Contractor shall perform all services necessary to complete the Scope of Work identified in the CEC-funded Central Coast Community Energy MD/HD ZEV Blueprint within the timeline identified in the Project Schedule, as accepted by the CEC. The accepted Scope of Work and Project Schedule by the CEC is recognized as the official document within this Exhibit and is subject to changes authorized or directed by the CEC. A summary of tasks is identified below:
Task 1. Administrative
1.1 Attend Kick-off Meeting
Updated Schedule of Products
Updated List of Match Funds
Updated List of Permits
Kick-Off Meeting Agenda (CEC)
1.2 Critical Project Review Meetings
1st CPR Meeting - CPR Report, Written determination (CEC) 2nd CPR Meeting - CPR Report, Written determination (CEC)
1.3 Final Meeting
Written documentation of meeting agreements
Schedule for completing closeout activities
1.4 Monthly Progress Reports
Monthly Progress Reports
1.5 Final Report
Final Outline of the Final Report
Draft Final Report (no less than 60 days before the end term of the agreement)
Final Report
1.6 Identify and Obtain Match Funds
A letter regarding match funds or stating that no match funds are provided
1.7 Identify and Obtain Required Permits
Letter documenting the permits or stating that no permits are required
1.8 Obtain and Execute Subcontracts
Letter describing the subcontracts needed, or stating that no subcontracts are required
Draft subcontracts
Final subcontracts
Task 2. Community and Stakeholder Engagement
2.1 Plan Community and Stakeholder Engagement
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Community and Stakeholder Engagement Plan (Draft)
Community and Stakeholder Engagement Plan (Final)
2.2 Stakeholder Engagement and Education
Survey and Interview Results Report
Outreach and Education Materials
Press Release about Outreach Webinar for MD/HD Fleet Operators Written Notification of Webinar Recording
System and Technology Presentations
Community and Stakeholder Engagement Report (Draft)
Community and Stakeholder Engagement Report (Final)
2.3 Local Advisors
List of Central Coast ZEV Blueprint Technical Advisory Council Members TAC Meeting One Attendance List and Agenda
TAC Meeting Two Attendance List and Agenda
TAC Meeting Report #1
TAC Meeting Report #2
List of EV Finance Advisory Team Members
2.4 Central Coast Transportation Electrification Clearinghouse (CCTEC) Central Coast Transportation Electrification Clearinghouse Action Plan (Draft)
Central Coast Transportation Electrification Clearinghouse Action Plan (Final)
Funding Opportunity Report
Task 3. Blueprint Development
3.1 MD/HD EV and EVI Goals and Installation Timeline and Siting Map(s) MD/HD EV and EVI Goals Report
EVSE Location Decision Matrix (Draft)
EVSE Location Decision Matrix (Final)
EV Charging Installation Timeline
Maps of Optimal Locations MD/HD Charging Infrastructure (Draft) Maps of Optimal Locations MD/HD Charging Infrastructure (Final)
3.2 Projected Electrification Impacts and Stakeholder Benefit Report Draft Projected Electrification Impacts and Stakeholder Benefit Report Final Projected Electrification Impacts and Stakeholder Benefit Report
3.3 Central Coast Fleet Electrification Case Study
Draft Central Coast Fleet Electrification Case Study
Final Central Coast Fleet Electrification Case Study
Task 4. Project Fact Sheet
Initial Project Fact Sheet
Final Project Fact Sheet
High Quality Digital Photographs
Task 5. Blueprint
Blueprint Outline
Draft Central Coast ZEV MD/HD Blueprint
Final Central Coast ZEV MD/HD Blueprint
Written Notice of Central Coast ZEV MD/HD Blueprint Report Link 182 of 188
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Exhibit B: Payment Terms
The total amount payable by CCCE to CONTRACTOR under this Agreement, and contingent upon funds issued under CEC Grant Agreement No. ARV-21-031, shall not exceed the sum of $200,000.00. Payment will be provided to CONTRACTOR within 14 days of receipt of grant reimbursement from the CEC.
CONTRACTOR shall be responsible for oversite of the budget consistent with all applicable rules outlined in the CEC-accepted budget and associated Terms and Conditions. CONTRACTOR’s estimated compensation for specific task activities, reimbursable through CEC Grant funds and in accordance with Payment Conditions in Section 6 of this Agreement.
Time and material limits billed at the rates in the Labor Rate Table below to complete each of the CEC tasks are as follows:
Task # Task Cost
1 Administrative
1.1 Attend Kick-off Meeting
• Updated Schedule of Products
• Updated List of Match Funds
• Updated List of Permits
• Kick-Off Meeting Agenda (CEC)
$2,000
1.2 Critical Project Review Meetings
• 1st CPR Meeting – CPR Report, Written
determination (CEC)
• 2nd CPR Meeting – CPR Report,
Written determination (CEC)
$3,000
1.3 Final Meeting
• Written documentation of meeting
agreements
• Schedule for completing closeout
activities
$2,000
1.4 Monthly Progress Reports
• Monthly Progress Reports
$6,000
1.5 Final Report
• Final Outline of the Final Report
• Draft Final Report (no less than 60
days before the end term of the
agreement)
• Final Report
$5,000
1.6 Identify and Obtain Match Funds
• A letter regarding match funds or
stating that no match funds are
provided
$500
1.7 Identify and Obtain Required Permits
• Letter documenting the permits or
stating that no permits are required
$500
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1.8 Obtain and Execute Subcontracts
• Letter describing the subcontracts
needed, or stating that no
subcontracts are required
• Draft subcontracts
• Final subcontracts
$1,000
Total $20,000
2 Community and Stakeholder Engagement
2.1 Plan Community and Stakeholder Engagement
• Community and Stakeholder
Engagement Plan (Draft)
• Community and Stakeholder
Engagement Plan (Final)
$5,000
2.2 Stakeholder Engagement and Education
• Survey and Interview Results Report
• Outreach and Education Materials
• Press Release about Outreach
Webinar for MD/HD Fleet Operators
• Written Notification of Webinar
Recording
• System and Technology Presentations
• Community and Stakeholder
Engagement Report (Draft)
• Community and Stakeholder
Engagement Report (Final)
$10,000
2.3 Local Advisors
• List of Central Coast ZEV Blueprint
Technical Advisory Council Members
• TAC Meeting One Attendance List and
Agenda
• TAC Meeting Two Attendance List and
Agenda
• TAC Meeting Report #1
• TAC Meeting Report #2
• List of EV Finance Advisory Team
Members
$5,000
2.4 Central Coast Transportation Electrification
Clearinghouse (CCTEC)
• Central Coast Transportation
Electrification Clearinghouse Action
Plan (Draft)
• Central Coast Transportation
Electrification Clearinghouse Action
Plan (Final)
• Funding Opportunity Report
$20,000
Total $40,000
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3 Blueprint Development
3.1 MD/HD EV and EVI Goals and Installation
Timeline and Siting Map(s)
• MD/HD EV and EVI Goals Report
• EVSE Location Decision Matrix
(Draft/Final)
• EV Charging Installation Timeline
• Maps of Optimal Locations MD/HD
Charging Infrastructure (Draft/Final)
$10,000
$20,000
$10,000
$20,000
3.2 Projected Electrification Impacts and
Stakeholder Benefit Report
• Draft Projected Electrification Impacts
and Stakeholder Benefit Report
• Final Projected Electrification Impacts
and Stakeholder Benefit Report
$30,000
3.3 Central Coast Fleet Electrification Case Study
• Draft Central Coast Fleet
Electrification Case Study
• Final Central Coast Fleet
Electrification Case Study
$10,000
Total $100,000
4 Project Fact Sheet
Project Fact Sheet
• Initial Project Fact Sheet
• Final Project Fact Sheet
• High Quality Digital Photographs
$10,000
Total $10,000
5 Blueprint
Blueprint
• Blueprint Outline
• Draft/Final Central Coast ZEV MD/HD
Blueprint
• Written Notice of Central Coast ZEV
MD/HD Blueprint Report Link
$5,000
$24,500
$500
Total $30,000
Total Not to Exceed Amount $200,000.00
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CONTRACTOR staff hourly rates for direct labor to support the completion of the Central Coast Community Energy MD/HD ZEV Blueprint are provided below:
Job Classification
Highest Estimated
Labor Rate
($ per hour)
Chief Executive Officer $ 150.00
Program Manager $ 150.00
Project Manager II $ 100.00
Project Manager I $ 75.00
Project Associate $ 55.00
Additional costs, contingent upon reimbursement by the CEC and incorporated into the time and materials estimates above, include the following:
• Fringe Benefits shall be applied at a rate not to exceed 45% and shall not exceed a total of $27,410.00.
• Indirect Costs, such as overhead on direct labor, and shall not exceed $35,768.00. • Subscriptions/Vendor expenses for Usage Pattern report (Draft and Final) & Maps of optimal locations (Task 3.1) shall not exceed $30,000.00.
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Exhibit C: Procedures for Unauthorized Release of Covered Information SCOPE
CONTRACTOR hereby agrees to adhere to these Procedures for detecting and reporting the unauthorized release of Covered Information, including Protected Personal Information (“PPI”).
These Procedures apply to the following unauthorized release activities:
1. Unauthorized access
2. Unauthorized destruction
3. Unauthorized use
4. Unauthorized modification
5. Disclosure to third parties for Secondary Purposes (see below)
DEFINITIONS
Covered Entity – (1) any Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers), or any third party that provides services to a Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers) under contract, (2) any third party who accesses, collects, stores, uses or discloses covered information pursuant to an order of the Commission, unless specifically exempted, who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers), or (3) any third party, when authorized by the customer, that accesses, collects, stores, uses, or discloses covered information relating to 11 or more customers who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers).
Covered Information -- any usage information obtained through the use of the capabilities of Advanced Metering Infrastructure when associated with any information that can reasonably be used to identify an individual, family, household, residence, or non-residential customer, except that covered information does not include usage information from which identifying information has been removed such that an individual, family, household or residence, or non-residential customer cannot reasonably be identified or re-identified. Covered information, however, does not include information provided to the California Public Utilities Commission (the “Commission”) pursuant to its oversight responsibilities.
Primary Purposes – The “primary purposes” for the collection, storage, use, or disclosure of covered information, as outlined in Rule 1(c) of Attachment B, are to:
1. Provide or bill for electrical power or gas,
2. Provide for system, grid, or operational needs,
3. Provide services as required by state or federal law or as specifically authorized by an order of the Commission, or
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4. Plan, implement, or evaluate demand response, energy management, or energy efficiency programs under contract with a Community Choice Aggregator or and Electrical Service Provider (when providing service to residential or small commercial customers), under contract with the Commission, or as part of a Commission authorized program conducted by a governmental entity under the supervision of the Commission.
Secondary Purposes – “Secondary purpose” means any purpose that is not a primary purpose.
Non-Covered Entity – “Non-Covered Entity” means any entity not defined as a Covered Entity.
Responsible Parties -- CCCE, CONTRACTOR, and any staff, employees, or sub consultants contracted by CCCE or CONTRACTOR.
PROCEDURE
Detecting and Reporting of Unauthorized Releases
1. All Responsible Parties are required to protect Covered Information from unauthorized release activities as set forth above.
2. Any request by any non-Covered Entities, for access to Covered Information must be reviewed and approved by an CCCE manager level employee to ensure no unauthorized or inadvertent release of Covered Information.
3. All authorized releases of Covered Information to Non-Covered Entities shall be logged and reported to CCCE on a quarterly basis.
4. Any discovery of any unauthorized release of Covered Information must be reported to CCCE within one week of detection.
Unauthorized Release Handling Procedure
1. The discovering party after detecting, or discovery of, the unauthorized release of Covered Information must contact CCCE’s Dir. of Finance and Administration (or another executive manager) immediately.
2. CONTRACTOR will quantify and validate the type and extent of unauthorized release and report that information to CCCE’s Dir. of Finance and Administration in writing with sufficient detail for CCCE to determine the extent and impact of the unauthorized release.
3. CONTRACTOR shall prepare a written annual report of all discoveries of unauthorized releases of Covered Information.
Review and Training
1. At least annually, CONTRACTOR will review these Procedures with its staff, employees, or sub consultants.
2. Any proposed changes to these Procedures shall be provided in writing to CCCE’s Dir. of Finance and Administration for their consideration.
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