10.2. Tax and Wage Obligation Indemnifications. CSE agrees to indemnify, defend, and hold harmless 3CE, its employees, officers, and agents, from and against, and shall assume full responsibility for payment of all wages, state or federal payroll, social security, income or self-employment taxes, with respect to CSE’s performance of this Agreement.
10.3. Infringement Indemnification. CSE shall hold 3CE harmless from liability to third parties resulting from any claim that the Services infringe the United States patent or copyright of any third party, and will indemnify 3CE from any damages, reasonable attorney fees and costs finally awarded against 3CE as a result of such claim provided CSE is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Any settlement of such claim must be preapproved in writing by CSE. The foregoing obligations do not apply regarding portions or components of the Service (i) not supplied by CSE, (ii) made in whole or in part in accordance with 3CE specifications, (iii) that are modified after delivery by CSE, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, or (v) where 3CE continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by CSE to be infringing, CSE may, at its option and expense (a) replace or modify the Service to be non-infringing; provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for 3CE a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and 3CE’s rights hereunder and provide 3CE a refund of any prepaid, unused fees for the applicable Services.
10.4. Limitations of Liability. EXCEPT IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS IN ARTICLE 6, OR A PARTY’S GROSS
NEGLIGENCE OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, OR LOSS OF DATA,
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF
THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CSE’S TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) EXCEED THE TOTAL FEES PAID BY 3CE HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO SUCH CLAIM, EXCLUDING AMOUNTS PAID BY 3CE TO CSE FOR PRODUCTS AND
SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS UNDER THE SCOPE OF
WORK FOR PRODUCTS, WHICH AMOUNTS ARE PAID OR PAYABLE BY CSE TO SUCH THIRD PARTY SERVICE PROVIDERS FOR SUCH PRODUCTS OR SERVICES.
11. CONFIDENTIAL INFORMATION.
11.1. Handling of Confidential Information. Subject to Section 9.1, each Party (each a “Receiving Party”) agrees not to disclose to third parties Confidential Information received from the other Party (“Disclosing Party”) and to not use such Confidential Information for its own benefit or the benefit of any other party, except in furtherance of the CC Incentive Program or the DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
SCCIP. “Confidential Information” means information related to the business of the other Party, including without limitation, the terms and conditions of this Agreement, all business plans, technical information or data, product ideas, methodologies, algorithms and analytical routines, software, and all personnel, customer, suppliers, contracts and sale, financial and other information, ideas, materials or other subject matter of such Party, whether disclosed orally, in writing or otherwise, that is provided by Disclosing Party to the Receiving Party clearly marked as “Confidential.”.
11.2. Non-Disclosure. Neither Party shall disclose Confidential Information of the other Party to any person, firm or enterprise, unless authorized by the other Party in writing, except that each Party may disclose such Confidential Information (a) to its employees, agents, sub-contractors, advisors and consultants with a legitimate need to know the same, (b) to CEC and 3CE who may be under no obligation to maintain confidentiality of Confidential Information and (c) pursuant to applicable law, rule or regulation or compulsion of proper judicial or other legal process. Each Party also agrees not to publish or otherwise divulge such information, in whole or in part, in any manner or form, nor to authorize or permit others to do so, and shall take reasonable measures to restrict access to such information while in such Party’s possession, to those employees needing such information to perform the work described herein, i.e., on a “need to know” basis. Each Party agrees to immediately notify the other Party in writing if such Party determines or has reason to suspect a breach of this requirement has occurred.
11.3. Grant Agreement. Nothing in this Article 7 shall prohibit CSE from complying with its obligations under the Grant Agreement.
11.4. Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, upon request of the Disclosing Party to such effect, the Receiving Party shall return to the Disclosing Party or confidentially destroy (and certify such confidential destruction in a form reasonably acceptable to the Disclosing Party) all Confidential Information of such Disclosing Party, all documents and media containing such Confidential Information and any copies or extracts thereof. Upon written request by the Disclosing Party, the Receiving Party shall promptly cease, and shall cause its recipients to cease, use of such Confidential Information and any information or materials that contain, incorporate or are derived from such Confidential Information.
11.5. Exceptions. Information shall not be Confidential Information if it is: (w) already known free of restriction at the time it is obtained by the Receiving Party, (x) subsequently learned by the Receiving Party from a third party without breach of this Agreement, (y) is or becomes publicly available through no fault, default or breach of or by the Receiving Party or (z) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.
11.6. Remedies. Each party (as Receiving Party) acknowledges that the Disclosing Party considers its Confidential Information to contain trade secrets of the Disclosing Party or information exempt from disclosure and that any unauthorized use or disclosure of such information would cause the Disclosing Party irreparable harm for which remedies at law would be inadequate. Accordingly, each party (as Receiving Party) agrees that the Disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek the issuance DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
of injunctive relief, without bond, enjoining any breach or threatened breach of the Receiving Party’s obligations hereunder regarding the Confidential Information of the Disclosing Party, and such further relief as any court of competent jurisdiction may deem just and proper.
11.7. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any Deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.).
11.8. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), 3CE will as soon as practical notify CSE in writing via email that such request has been made. CSE will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information designated by CSE.
If CSE takes no such action after receiving the foregoing notice from 3CE, 3CE shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. CSE agrees to indemnify and hold harmless 3CE, its officers, directors, employees and agents (“3CE Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of 3CE’s directors, officers, employees, contractors, or agents.
12. TERM; TERMINATION RIGHTS.
12.1. Term. This Agreement shall commence as of the Effective Date and shall continue until all of the Administrative Fee has been paid in full and all remaining 3CE Funds have been utilized towards funding approved incentive payment applications, unless terminated earlier in accordance with the provisions set forth herein (“Term”).
12.2. Termination for Material Breach. If any material breach of this Agreement, including but limited to failures of a Party to meet the requirements of the Scope of Work, by a Party occurs (excluding a failure to pay), the other Party may terminate this Agreement by giving 90 days’ written notice thereof; provided that such termination shall not be effective if the breach of which the breaching Party has been notified has been cured prior to the expiration of said 90 days.
12.3. Termination for Breach of Payment Obligations. Notwithstanding anything to the contrary in this Agreement, if 3CE fails to pay the Implementation Fee (or portion thereof) when due, CSE may terminate this Agreement by giving ten days’ written notice of such non-payment; provided that such termination shall not be effective if 3CE remits all outstanding amounts of the Implementation Fee and accrued late charges to CSE prior to the expiration of said ten-day period.
12.4. Termination for Insolvency. Either Party may immediately terminate this Agreement upon written notice if the other Party (a) is adjudicated bankrupt or becomes insolvent, winds up or liquidates its business voluntarily or otherwise, (b) commences a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), or (c) acquiesces to, or fails to DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
have dismissed, within 30 days, any petition filed against it in any involuntary case under such bankruptcy laws.
12.5. Reserved Funds. In the event of termination for convenience, any Client Funds previously reserved for existing applications shall continue to be incurred.
12.6. Effect of Termination; Survival. If this Agreement terminates or expires, 3CE shall pay CSE for all Services performed and expenses incurred up through the termination or expiration date. Upon the expiration or termination of this Agreement, this Agreement shall become wholly void and of no further force and effect, and following such expiration or termination no Party shall have any liability under this Agreement to the other Party, except that each Party shall remain liable for any breaches of this Agreement that occurred prior to its expiration or termination.
13. GOVERNING LAW; DISPUTE RESOLUTION.
13.1. Governing Law. This Agreement shall be construed and enforced under the substantive laws of the State of California.
13.2. Disputes. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the Parties shall use their best efforts to settle such dispute, claim, question, or disagreement. To this effect, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such solution within sixty (60) days, either Party may pursue such rights and remedies before a court of competent jurisdiction.
14. INSURANCE
14.1. Prior to commencement of this Agreement, CSE shall provide a "Certificate of Insurance" certifying as to the insurance coverages that CSE has obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, the CSE upon request shall provide a certified copy of the policy or policies. CSE shall not begin work under this Agreement until 3CE has approved all required insurance. This approval of insurance shall neither relieve nor decrease the liability of the CSE.
14.2. All coverages shall be issued by companies acceptable to 3CE and issued and executed by an admitted insurer authorized to transact Insurance business in the State of California and holding a current policy holder's alphabetic and financial size category A.M. Best rating of not less than A- VII. Any insurer, or policy, not meeting the requirements set forth in this Paragraph
10.B must be approved by 3CE’s Chief Executive Officer.
14.3. Without limiting CSE duty to defend and indemnify, CSE shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
(a) 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 DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
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. (b) 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.
(c) Workers' Compensation Insurance, if CSE 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.
14.4. All insurance required by this Agreement 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 3CE completes its performance of services under this Agreement.
14.5. Each liability policy shall provide that 3CE shall be given notice in writing at least thirty days in advance of any endorsed reduction in coverage or limit, cancellation, or intended nonrenewal thereof. Each policy shall provide coverage for CSE and additional insureds with respect to claims arising from each subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate of insurance from each subcontractor showing each subcontractor has identical insurance coverage to the above requirements.
14.6. Commercial general liability and automobile liability policies shall provide an endorsement naming Central Coast Community Energy, its Directors, Board members, officers, agents, and employees" as Additional Insureds with respect to liability arising out of the CSE’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 3CE and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the CSE’s insurance.
15. GENERAL.
15.1. Assignment. Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, to any other Party without the other Party’s prior written consent and any attempt to do so shall be void ab initio; provided that without the consent of the other Party, a Party may make an assignment of this Agreement through merger, consolidation or sale of all or substantially all of such Party’s assets.
15.2. Delegation. Notwithstanding Section 10.A above, 3CE agrees that CSE may assign, subcontract or otherwise delegate any of its functions or duties to be performed hereunder to another qualified person or 3CE, provided that such assignment, subcontract or delegation will not relieve CSE of its obligations under this Agreement. CSE will provide notice of any such assignment, subcontract or other delegation.
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15.3. Non-Discriminatory Employment. CSE and/or any permitted subcontractor, shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, age, protected veteran status, or condition of disability. CSE and/or any permitted subcontractor understands and agrees that CSE and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all federal, state and local statutes, regulations and ordinances.
15.4. Retention of Records and Audit Provision. CSE and any subcontractors authorized by the terms of this Agreement shall keep and maintain on a current basis full and complete documentation and accounting records, employees’ time sheets, and correspondence pertaining to this Agreement. Such records shall include, but not be limited to, documents supporting all income and all expenditures. 3CE shall have the right, during regular business hours, to review and audit all records relating to this Agreement during the Agreement period and for at least five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on CSE’s premises or, at 3CE’s option, CSE shall provide all records within a maximum of fifteen (15) days upon receipt of written notice from 3CE. CSE shall refund any monies erroneously charged. CSE shall have an opportunity to review and respond to or refute any report or summary of audit findings, and shall promptly refund any overpayments made by 3CE based on undisputed audit findings.
15.5. Conflict of Interest. No 3CE employee whose position with 3CE enables such employee to influence the award of this Agreement or any competing Agreement, and no spouse or economic dependent of such employee, shall be employed in any capacity by the contractor or have any other direct or indirect financial interest in this Agreement. No officer or employee of CSE who may financially benefit from the performance of work hereunder shall in any way participate in the 3CE’s approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence the 3CE’s approval or ongoing evaluation of such work. CSE shall comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. CSE warrants that it is not now aware of any facts that create a conflict of interest. If CSE hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to 3CE. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph shall be a material breach of this Agreement.
15.6. Publicity. CSE shall not issue a press release or any public statement regarding the Agreement, Services contemplated by this Agreement, or any other related transaction unless 3CE has agreed in writing the contents of any such public statement.
15.7. No Recourse against Constituent Members. 3CE is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to the Joint Powers Agreement and is a public entity separate from its constitute members. 3CE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. CSE shall have no rights and shall not make any claims, take any actions or assert any remedies against any of 3CE’s constituent members in connection with this Agreement.
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15.8. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and delivered personally, mailed via an nationally recognized overnight courier or sent via email correspondence (with confirmation of receipt), to the applicable Party at the addresses set forth below, unless, by notice, a Party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or upon confirmation of email receipt.
If to CSE:
Center for Sustainable Energy
3980 Sherman Street, Suite 170
San Diego, CA 92110
Attention: Notice Officer
E-mail: [email protected]
With a copy to (which shall not constitute notice):
Raghav Murali, General Counsel; [email protected] If to 3CE:
Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
Attention: Tiffany Law
E-mail: [email protected]
15.9. Force Majeure. Notwithstanding anything to the contrary herein, except regarding a Party’s payment obligations, neither Party shall be in breach of this Agreement or incur any liability to the other in connection with any failure to perform any of its obligations hereunder to the extent that performance of such obligations is prevented or materially hindered by reason of strikes, lockouts, restrictive governmental or judicial orders or decrees, riots, insurrection, war, acts of God or any other reason or event reasonably beyond such Party’s control. The Parties represent and warranty that they are not currently aware of any facts or circumstances related to the ongoing Covid-19 pandemic which would constitute a basis for delay or prevention of the performance of any obligations under this Agreement.
15.10. Miscellaneous. If any part of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall be unimpaired. No amendment, modification, course of conduct or supplement to this Agreement shall be binding upon the Parties unless made in writing and duly signed by both Parties. No waiver, failure or delay in enforcing any provision, exercising any option or requiring any performance may be construed to be a continuing waiver or a waiver of that or any other provision in the future. The terms “include,” “includes,” and “including,” whether or not capitalized, mean “include, but are not limited to,” “includes, but is not limited to,” and “including, but not limited to,” respectively and are to be construed as inclusive, not exclusive. Captions of the Articles, Sections and sub-sections of this Agreement are intended solely for convenience and no provision is to be construed by reference to the caption of DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
any Article, Section, or sub-section. Except as expressly stated herein, the Parties’ respective rights and remedies as stated herein are cumulative and not to the exclusion of each other or of any other rights or remedies a Party may have hereunder or at law or in equity; a Party may decline to exercise any one or more of its rights and remedies as it may deem fit, without jeopardizing any other rights and remedies it may have hereunder or at law or in equity. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person or 3CE not a party to this Agreement.
15.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which taken together shall constitute one and the same instrument.
A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device under which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.
15.12. Entire Agreement. This Agreement (which includes Appendix I) and any other exhibits or schedules attached hereto, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral. [signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CENTER FOR SUSTAINABLE ENERGY CENTRAL COAST COMMUNITY
ENERGY
BY:_____________________________ BY:________________________________ _
Title:____________________________ Tom Habashi, CEO
Date: ____________________________ Date: ____________________________ CENTER FOR SUSTAINABLE ENERGY Approved as to Form
BY:______________________________ BY:__________________________________ Title:_____________________________ Robert M. Shaw, Chief Operating Officer & General Counsel
Date: ____________________________ Date: ____________________________ Approved as to Financial Terms
BY:__________________________________
Tiffany Law, Chief Financial & Technology
Officer
Date: ____________________________
DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA President
Lawrence E. Goldenhersh
6/22/2021
DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 6/30/2021
6/30/2021
6/30/2021
Exhibit A
SCOPE OF WORK
1. TASK 1: INCENTIVE PROJECT DESIGN
A. The goal of this task is to work with the 3CE to design a targeted incentive project in the 3CE’s region.
B. Center for Sustainable Energy incentive design work shall consist of:
i. Research and analyze EV charger incentive project opportunities along the following parameters:
a) Market opportunities to incentivize the deployment of EV chargers;
b) Expected or potential demand for EV chargers;
c) Currently available EV charger incentives relevant to proposed project;
d) Attainable Policy objectives (e.g., disadvantaged communities); e) Budget constraints and opportunities;
f) Funding source requirements;
g) Definition of applicant eligible for incentive payment funded by the 3CE
h) Other relevant project design variables that are developed in the course of the design sessions and included by amendment in this section 1.2(a). ii. Create a targeted incentive design package, contingent upon consultation and approval of Project Partners. Partner approval is limited to partner funding region, partner Incentive Funds break down by Level 2 and DCFC technology, and partner funding eligibility requirements.
a) Allocation of incentives by jurisdiction for each funding partner.
For clarity, 3CE funding will only be utilized for funding projects within member agency jurisdictions, which excludes the City of Santa Barbara, the City of Lompoc, City of Atascadero, and the Unincorporated Areas of San Luis Obispo County. Additionally, 3CE will not fund projects in Ventura County.
b) Eligible sites definition (e.g., destination, workplace, multi-unit dwellings, corridors, disadvantaged communities);
c) Eligible applicant definition by funder;
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d) Minimum technical requirements for eligible EV charging equipment;
e) Amount of incentive by type of EV charger;
f) Funding source(s) utilized for each type of incentive; g) Total amount of incentive funding allocated to the project; h) Incentive payment method (e.g., incentive payment system for disbursing incentives after chargers are installed, or other appropriate incentive); i) SCCIP goals;
j) Anticipated SCCIP and SCCIP roll-out and administration schedule;
k) Definition of charger data to be collected and methodology for collecting the data;
l) Application support services consisting of CSE staffed help desk to respond via phone and email to applicant eligibility and application process questions; m) Application documentation requirements;
n) Internal processes , controls, and procedures to accomplish the following: receive, handle, and account for and manage incentive funding, including funding from multiple sources; receive and evaluate incentive requests; effect payment for valid incentive payment requests; and provide monthly fiscal accounting and reporting to the 3CE.
C. Deliverables:
i. Final Incentive Design Package to capture the following:
a) A brief description on the results for each item in Task 1.I.ii. b) A funding distribution table outlining allocations by funder, jurisdiction, and technology type
ii. Project Implementation Manual, consisting of
a) Eligibility requirements
(1) Equipment categories
(2) Equipment Eligibility Criteria
(3) Eligible costs
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(4) Eligible Sites
(5) Incentive Payment amounts
(6) Maximum incentive payment limits per 3CE
b) Applicant Duties
(1) Applicant Requirements
(2) Research Participation
(3) Application Process
(4) Installation and operation requirements
(5) Installation data
(6) Usage data
2. TASK 2: DEVELOPMENT AND CONFIGURATION OF INCENTIVE
PROCESSING WEBSITE
A. The goal of this task is to design, develop, configure and launch a robust, user-friendly project website.
B. The SCCIP Landing Page will include:
i. A funding visualization, including the amount of funding available and remaining amounts for each technology, within each County. ii. Instructions, forms and FAQs to parties interested in participating in the SCCIPs.
iii. Technology requirements, funding amounts for each specific technology and description of eligible locations.
iv. Description of eligible costs under the SCCIP.
v. Application process description and diagram.
vi. Attribution of the SCCIP to 3CE and CEC.
C. The online application will include:
i. The ability for interested parties to indicate if they are customers of the 3CE DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
ii. The ability for interested parties to submit required documents to participate in SCCIPs, including application forms, payment requests, and appropriate documentation.
D. The user and application dashboards will include:
i. The capability for incentive participants to access, in real time, the status of incentive applications and payments.
ii. The capability for incentive participants to designate collaborators on their application for purposes of authorizing others to track and submit information on their behalf.
E. Deliverables:
i. SCCIP Landing Page design and content
ii. Online application form and process
iii. User and application dashboards
3. TASK 3: EV CHARGER INCENTIVE PROJECT MARKETING, EDUCATION &
OUTREACH
A. The goal of this task is to market the SCCIP to relevant target audiences, and to provide basic support to applicants to file applications and pursue their EV charging installation projects. To accomplish this CSE will:
i. Develop an Integrated Communications Plan for the SCCIP The plan will identify the goals of the marketing and outreach effort, target audience(s), methods/tactics/channels to be used, and will include a schedule to coordinate the marketing activities.
ii. Develop marketing and outreach materials to reflect the communication plan developed in 3.1(a). Marketing and outreach material development will be coordinated with the 3CE.
iii. Develop a marketing budget (which is included in the seven (7) percent administration cost) covering both labor and other direct costs (e.g. digital ads, travel, etc.) necessary for executing on the communication plan developed in Task
3.1(a).
iv. Develop FAQs and other similar EV charging information resources for applicant use in pursuing EV charging installation projects. v. Provide email and phone support of basic inquiries that applicants have on EV chargers and EV charging installation. Basic inquiry support will consist of:
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a) Reference to and provision of CSE curated ‘EV charging 101’ resources on:
(1) EV charger capabilities;
(2) EV charger network characteristics and capabilities; (3) Ballpark EV charger load considerations;
(4) Typical EV charger installation requirements and best practices;
(5) Typical utility connection requirements; and
(6) Similar common EV charger basic information.
b) Availability of CSE staff typically providing EV Expert services to field incoming inquiries.
vi. Provide regular reports (as part of the Monthly Progress Reports) detailing marketing activities against Key Performance Indicators (KPIs). vii. Provide log of basic EV charging installation project inquiries.
B. Deliverables:
i. Integrated Communications Plan
ii. Marketing / Outreach materials
iii. Marketing Budget,
4. TASK 4: EV CHARGER INCENTIVE PROJECT ADMINISTRATION
A. The goal of this task is to administer the SCCIP and 3CE Incentive created in Tasks 1-3. Center for Sustainable Energy will:
i. Receive, evaluate, and process incentive payment requests. a) For all incentive payment applicants, the process will include:
(1) Requirement that applicant indicate if they have filed for bankruptcy within the last five years and, if so, to provide relevant details certifying under penalty of perjury that the information provided is accurate and complete.
(a) If bankruptcy is identified and has occurred within 5 years of the date of the Application, CSE shall inform 3CE of any such applications and shall refrain from issuance any DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
incentive payment unless and until such payment is
authorized in writing by 3CE.
(2) Requirement that applicant indicate if they have any threatened or pending legal actions by or against them, loan defaults, or unpaid judgments against them.
(a) If any threatened or pending legal actions, loan
defaults, or unpaid judgements are identified, CSE shall inform 3CE of any such applications and shall refrain from issuance any incentive payment unless and until such
payment is authorized in writing by 3CE.
(3) Tracking and timely reporting in writing to 3CEof any:
(a) complaints about the SCCIP
(b) programmatic issues arising in the operation of the SCCIP
(c) knowledge of any threatened or actual legal actions involving any SCCIP or incentive applicants, applications, payments (e.g., alleged false information provided in an incentive application or threatened or actual lawsuits over the SCCIP)
(d) As needed, CSE shall provide 3CE personnel or
other personnel as directed by 3CE with all project
documents, files and records requested in support of the Commission investigating and resolving any such issues. (4) Prohibition against applicant submission of materials marked as confidential without prior written approval and instructions from the 3CE. 3CE is a public agency, and as such is subject to the Public Records Act. CSE shall not agree to keep any incentive application information confidential.
(5) Fair and impartial program administration, including provision of information in a public manner that avoids giving advantage to any applicant or group of applicants.
b) For each incentive applicant that is a business, prior to the issuance of an incentive payment the evaluation will include:
(1) confirmation that the applicant is currently licensed to do business in California; and
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(2) confirmation of “active” status for businesses required to register with the California Secretary of State.
B. Deliverables: Processed applications.
5. TASK 6 – DATA COLLECTION
A. The goal of this task is to collect data on the project applications, implementation and charger utilization. CSE will:
i. Collect, analyze and compile data on the SCCIP, which may include without limitation:
(1) Type of organizations receiving incentive payments; (2) Timelines to complete each incentive payment project; (3) Time frames associated with EV charger installations; (4) EV charger utilization.
B. Deliverables:
i. Data Collection Report
ii. Dashboard displaying application and installation cycle times, updated weekly.
6. TASK 7: ADMINISTRATIVE
A. Progress reports The goal of this task is to provide the reporting that will allow monthly and quarterly verification that satisfactory and continued progress is made towards achieving the objectives of this Agreement on time and within budget.
B. Deliverables: The reporting will consist of:
i. Summary of activity during the reporting period for the purpose of determining whether invoices are consistent with the work performed; a) Application queues and applications status reports will be provided on a monthly basis;
b) All other summary reports will be provided quarterly. ii. Summary of activities planned for the next reporting period. iii. KPI reports for marketing activities (Task 3.1.(d)) DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
iv. Complaints, programmatic issues and actual or threatened litigation regarding applicants or the SCCIP (as identified in Task 1.a.(1)(iii)) C. Final Report
i. CSE will develop annually a final report for 3CE. The document will be of a professional standard appropriate for review by elected officials, 3CE board members and members of the public.
ii. Deliverable. The Final Report shall include:
(1) Data about the EV chargers and applicants participating in the program during implementation of the SCCIP.
(2) Survey of all site hosts to assess their satisfaction with the program and recommendations for improvement.
(3) Assessment of the program including impact of the
program on increasing baseline public charging that would have occurred without the program.
(4) Calculations of GHG emission reductions and other
environmental benefits from installation and usage of EV charging infrastructure.
(5) Recommendations for future program including operational improvements and considerations associated with the changing EV market.
(6) Other elements as mutually determined and codified by an amendment revising this Section 6.3 of the Scope of Work. .
7. PROJECT REPRESENTATIVES
A. CSE’s Project Representative shall be Peter Colwell.
B. 3CE’s Project Representative shall be Dan Bertoldi.
8. ACCOUNT AND FUNDS MANAGEMENT
A. CSE shall deposit and maintain separate accounts for CEC Funds (defined in recitals) available for funding incentive payments (“CEC Account”) and 3CE’s Funds (defined below) available for funding incentive payments (the “3CE Account”, and the CEC Account and 3CE Account are collectively, “Incentive Funds Accounts”).
B. Except for the Implementation Fee ,CSE shall utilize the funds in the 3CE Account (“3CE Funds”) solely for the payment of eligible incentive payment claims submitted by 3CE customers and in accordance with other requirements applicable to the 3CE Incentive Program.
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The requirements for a person or business to be deemed to be an 3CE customer shall be set forth in the Project design that will be established pursuant to Section 1.2.(a)(vii) of the Scope of Work.
C. CSE shall inform 3CE within five business days after the end of each calendar month the amount of Funds in the 3CE Account and the CEC Account.
D. CSE shall coordinate with 3CE and CEC so as to maintain balances in the Incentive Funds Accounts that reflect the contribution percentages agreed to by CEC and 3CE. Accordingly, on an as needed basis, CSE shall provide to 3CE a written request for funding from 3CE committed funds (a “Funding Request”) to the 3CE Account, and 3CE shall endeavor to promptly, but no later than 30 days after receipt of a Funding Request, send funds to the 3CE Account in the amount requested in the Funding Request; provided that 3CE is under no obligation to fund amounts that would result in funding to the 3CE Account an aggregate amount greater than the agreed to monies intended to be used to fund incentive payments.
E. If an incentive payment applicant meets the eligibility requirements of the SCCIP and the eligibility requirements of the SCCIP, CSE shall draw ratably in proportion to the amounts available at such time in each of the 3CE Account and the CEC Account to fund the incentive payment owing to such incentive payment applicant.
F. If an incentive payment applicant meets the eligibility requirements of the CEC incentive program, but not the eligibility requirements of the SCCIP, CSE shall draw from the CEC Account to fund the incentive payment owing to such incentive payment applicant.
DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
Exhibit B
Payment Terms
Payment of Administration Funds. The Administration Funds shall be $114,500 in total, and shall be paid by 3CE to CSE as follows.
1. 50% of the Administration Fee ($57,250) paid after deliverables described in Tasks 1 through 3 of Exhibit A are provided, which is expected to coincide with launch of SCCIP (July/2021);
2. 20% of the Administration Fee ($22,900) paid after processing of applications resulting in at least 75% of total SCCIP incentive funds reserved;
3. 20% of the Administration Fee ($22,900) paid after at least 40% of total SCCIP incentive funds are paid out;
4. 10% of the Administration Fee ($11,450) paid after all SCCIP incentive funds are paid out and Final Report (Task 6) is provided.
Payment of Incentive Funds. The Incentive Funds shall be $1,635,500 in total, and shall be paid by 3CE to CSE as follows.
1. 25% of incentive funds ($408,875) before launch of SCCIP (July/2021);
2. 40% of incentive funds ($654,200) after at least 75% of total SCCIP incentive funds are reserved;
3. 35% of incentive funds ($572,425) after at least 25% of total of SCCIP incentive funds are paid out.
Invoicing
Invoicing for Administration Fees: CSE will prepare and deliver to 3CE an invoice for the payment of Administration Funds. Each invoice will be accompanied by a brief report supporting the associated deliverables or thresholds for payment have been met. 3CE payment is required Net 30 of the invoice date.
Invoicing for Payment of Incentive Funds: CSE will prepare and deliver to 3CE an invoice for the payment of Incentive Funds at each point noted above in this exhibit. Each invoice will be accompanied by a brief report supporting the associated threshold for payment has been met. 3CE payment is required Net 30 of the invoice date. CSE shall keep the funds in an interest-bearing account. The interest earned shall only be used for this Agreement upon approval of the 3CE.
DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
EXHIBIT C
SCCIP Pillar Requirements
2020 CALeVIP Pillar Requirements
The California Electric Vehicle Infrastructure Project (CALeVIP) is the California Energy Commission’s (CEC) statewide project for public EV infrastructure incentives. The following sections summarize the process, technology, rebate and site eligibility requirements for South Central Coast Incentive Project. These requirements have been developed based on best practices and input from project stakeholders. These requirements are critical for establishing a regional incentive project and cannot be modified.
Process Requirements
• Applications must be submitted online
• Applications approved on first-come first-served basis once all required application documents are submitted
• Applications are not competitively scored or reviewed against one-or-another • CALeVIP uses EVI-Pro to determine funding levels for each technology within each county and Energy Commission funding will not be negotiable.
CALeVIP Technology Requirements
• Level 1 Chargers: Not Eligible
• Level 2 Chargers:
o Include a J-1772 connector
o Capable of at least 6.2kW
o Networked with a minimum 2-year networking agreement
o Must be new (not refurbished, not previously installed and removed) o Must be able to revert to an open standard protocol
o Must be Energy Star Certified
o Must be listed by a Nationally Recognized Testing Laboratory o Must accept at least two payment methods (if payment is required) o Acceptable payment methods may include (but are not limited to) mobile app-based payment, a toll-free phone number, near-field communications (NFC) or onsite card reader
o Level 2 chargers “installed” on and after July 1, 2023 must comply with SB 454 updated payment requirements.
• Direct Current Fast Charger (DCFC):
o Charger must have both a CHAdeMO and Combined Charging System (CCS) connector
o Capable of at least 50kW
o Networked with a minimum 5-year networking agreement
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o Must be new (not refurbished, not previously installed and removed) o Must be able to revert to an open standard protocol
o Must be listed by a Nationally Recognized Testing Laboratory o Must accept at least two payment methods (if payment is required) Acceptable payment methods may include (but are not limited to) mobile app-based payment, a toll-free phone number, near-field communications (NFC) or onsite card reader
DC fast chargers “installed” on and after January 1, 2022 must comply with SB 454 updated payment requirements.
CALeVIP Rebates
• Level 2 Chargers:
o An “up-to” incentive amount per connector or percentage of project costs, whichever is less
o Sites deemed in a designated DAC or low-income community are allotted an incentive adder, increasing the “up-to” dollar amount per connector o One site per application
o New or replacement chargers are eligible
o Each application may apply for up to ten (10) rebate limit for Level 2 chargers o Additional chargers may be installed but will not receive rebate funding from CALeVIP.
o A maximum of four (4) Level 2 charger rebates may be applied for as part of a combination DC Fast Charger and Level 2 application for the same site • DC Fast Chargers:
o New or replacement chargers are eligible
o Incentives provided as an “up-to” dollar amount or percentage of total project cost, whichever is less
o Sites deemed in a designated DAC or low-income community are allotted an incentive adder, increasing the “up-to” dollar amount per connector o Each application can apply for an “up to” a designated quantity of DC fast chargers o (Maximum quantity to be determined by Energy Commission and Partners in project design)
o Additional chargers may be installed but will not receive rebate funding from CALeVIP.
CALeVIP Site Eligibility
• Both Technologies
o Eligible sites are county wide and not geo-specific/eligible • Level 2 Chargers
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o Car-sharing/e-mobility service installations are eligible o Must be shared use (cannot be dedicated to a single driver) o Sites serving single-family residences or dedicated drivers/users are not eligible to receive CALeVIP funds
o Specification of type of labor (e.g. C-10 licensed contractor, preferred network, EVITP, union labor, or other) is not possible
o Applications going from Initial Verification to Funds Reserved on or after September 1, 2021 are required to use EVITP certified electricians consistent with the specifications in AB 841
o Projects must pay contractors Prevailing Wage
o May serve public or private sites
o May serve light-duty fleets
o Medium-duty vehicles can also use, as long as the chargers are primarily being used for the site’s light-duty fleet and medium-duty vehicles are secondary • DC Fast Chargers
o Must be available to the public 24 hours a day year round o Specification of type of labor (e.g. C-10 licensed contractor, preferred network, EVITP, union labor, or other) is not possible
o Applications going from Initial Verification to Funds Reserved on or after September 1, 2021 are required to use EVITP certified electricians consistent with the specifications of AB 841
o Projects must pay contractors Prevailing Wage.
o Must not be located behind a gate or have restrictions for public use and access o Must be a site type that is listed as Eligible for DCFC or Combo installations DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253
Exhibit D
SCCIP Rebate Amounts
DCFC Power Level General Market Rebate Disadvantaged
Community/Low-Income Rebate
50 kW - 99.99 kW Up to $30K; or 75% of
the total project cost,
whichever is less
Up to $40K; or 75% of
the total project cost,
whichever is less
100 kW+ Up to $60K; or 75% of
the total project cost,
whichever is less
Up to $80K; or 75% of
the total project cost,
whichever is less
Eligible Rebates for Level 2
Chargers
Amount per Connector
Base Rebate Up to $3,500 per connector, or 75% of
project costs, whichever is less
Disadvantaged Community (DAC) or
Low-Income Community (LIC)
Additional $500
Multi-unit dwelling (MUD) site Additional $2,000
A minimum investment of 50% in Disadvantaged Communities / Low Income Communities is required.
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AMENDMENT #1 TO INCENTIVE PROGRAM IMPLEMENTATION
SERVICES AGREEMENT
BETWEEN
CENTER FOR SUSTAINABLE ENERGY
AND
CENTRAL COAST COMMUNITY ENERGY
This Amendment #1 (“Amendment”) by and between the Center for Sustainable Energy (“CSE”) and Central Coast Community Energy (“3CE”) hereby amends the Incentive Program Implementation Services Agreement between the Parties dated February 28, 2021 (“Agreement”).
Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement.
The parties agree to amend the Agreement as follows:
1. Section “1. EXHIBITS AND ATTACHMENTS” is hereby removed and replaced in its entirety to read as follows:
1. EXHIBITS AND ATTACHMENTS
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:
Exhibit A - Scope of Work
Exhibit B - Payment Terms
Exhibit C - Pillar Requirements
Exhibit D - SCCIP Rebate Amounts
Exhibit E - CEC Grant Agreement (ARV-16-017)
Should a conflict arise between language in the body of this Agreement and terms 1 through 4 of Exhibit D, Special Terms and Conditions, of this Agreement’s Exhibit E – CEC Grant Agreement (ARV-16-017), the terms of that exhibit control, subject to the limitations described in Section 15.3 of this Agreement. Should a conflict arise between language in the body of this Agreement and any other exhibit or attachment to this Agreement, the language in this Agreement controls, followed by, Exhibit A and B in that order.
2. Section “15. GENERAL” is hereby amended to include the following term 15.3:
15.3. Grant Agreement ARV-16-017. 3CE, as a project partner, acknowledges and agrees to comply with terms 1 through 4 of Exhibit D, Special DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
Terms and Conditions, to this Agreement’s Exhibit E - CEC Grant Agreement (ARV-16-017), as applicable, understanding that 3CE is not a party to the ARV-16-017 Grant Agreement, 3CE is not a state agency, and 3CE is not a subcontractor to CSE.
3. The existing term 15.3 of the Agreement entitled “Non-Discriminatory Employment” shall be renumbered to become term 15.4. All terms in Section 15 thereafter shall be renumbered sequentially. All internal cross-referencing between Sections shall be renumbered accordingly.
4. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control.
5. Other than as specifically modified herein, all remaining provisions of the Agreement shall remain in full force and effect and are hereby ratified, approved, and confirmed.
6. This Amendment shall be subject to all of the terms and conditions of the Agreement as amended, as if it were a part thereof, including, without limitation, any provision with respect to the choice of law, venue and/or jurisdiction.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date written below. 3CE CSE
Signature: Signature:
Name: Name: Lawrence E. Goldenhersh
Title: Title: President
Date: Date:
APPROVED AS TO FORM
Signature:
Name:
Title:
Date:
DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04 1/3/2023
Brian Kimball
1/5/2023
General Counsel
Tom Habashi
Chief Executive Officer
1/5/2023
APPROVED AS TO FINANCIAL TERMS
Signature:
Name:
Title:
Date:
DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04 Chief Financial Officer
1/5/2023
Jaya Bajpai
INCENTIVE PROGRAM IMPLEMENTATION SERVICES AGREEMENT
This Incentive Program Implementation Services Agreement (including Appendix I (Scope of Work), this “Agreement”) is entered into as of February 28, 2021 (“Effective Date”) by and between Center for Sustainable Energy, a California nonprofit public benefit corporation recognized as a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code of the United States (“CSE”) and Central Coast Community Energy (“3CE”), a joint powers authority organized under the laws of California. CSE and 3CE may be individually referred to herein as “Party” or collectively as “Parties.”
RECITALS
WHEREAS the California Energy Commission (“CEC”) approved funding for and designated CSE to design and implement up to $200 million in electric vehicle charger incentive projects throughout California (“CALeVIP Funding”) and CSE has accepted the CALeVIP Funding under the terms and conditions of that certain Grant Agreement (ARV-16-017) effective as of June 27, 2017 (the “Grant Agreement”).
WHEREAS CEC has authorized CSE to deploy a portion of CALeVIP Funding (the “CEC Funds”), of $4,350,000, towards an incentive program in 3CE’s service area within Santa Barbara County and certain cities within San Luis Obispo County (the “South Central Coast Incentive Project”, or “SCCIP”).
WHEREAS 3CE provides locally-controlled, clean and renewable electricity to residents and businesses in its service area.
WHEREAS 3CE desires to promote more rapid deployment of public and private infrastructure that will accelerate adoption of electric vehicles in its service area, 3CE will dedicate up to ($1,750,000) to certain projects within 3CE’s service area under the SCCIP. Funding (the “3CE Funds”) will be identified and allocated through the annual budget cycle to be approved by the 3CE’s Policy Board of Directors (the “Policy Board”). Monies are intended to be used to fund incentive payments that will be paid to public and private property owners and business owners that install electric vehicle chargers that meet specific standards in 3CE’s service area, all in connection with the incentive payment project to be developed and administered under this Agreement for the SCCIP. 3CE Funding is contingent on SCCIP receipt of CEC Funding no later than at that start of the Project launch.
WHEREAS 3CE desires to hire CSE to develop and administer the SCCIP in consideration of payment of a fee in accordance with the terms and conditions set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual terms, conditions, promises, covenants, and payments contained in this Agreement, together with all exhibits, CSE and 3CE (each a “Party” and together, the “Parties”) agree as follows:
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1. EXHIBITS AND ATTACHMENTS
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:
Exhibit A – Scope of Work
Exhibit B – Payment Terms
Exhibit C – Pillar Requirements
Exhibit D – SCCIP Rebate Amounts
Should a conflict arise between language in the body of this Agreement and any exhibit or attachment to this Agreement, the language in the body of this Agreement controls, followed by Exhibit A, and B in that order.
2. FUNDING COMMITMENT
Subject to the terms and conditions of this Agreement 3CE Funds will be identified, through the annual budget cycle to be approved by the Policy Board. Monies are intended to be used to fund incentive payments that will be paid to public and private property owners and business owners that install electric vehicle chargers that meet specific standards in 3CE’s service area, all in accordance with the terms set forth in this Agreement. 3CE Funding is contingent on SCCIP receipt of CEC Funding no later than at the start of the Project.
3. SERVICES PROVIDED BY CSE.
3.1. General. Subject to the terms and conditions of this Agreement and in consideration of the payment by 3CE of the Implementation Fee (as defined herein) and any other amounts required to be paid by 3CE hereunder, including without limitation the payment of 3CE Funds to fund incentive payments, CSE shall provide 3CE with certain program development, marketing, digital media, branding, software, management, incentive payment application review and administration, disbursement of incentive payments, data collection and reporting and other services, including modifications thereto (collectively, the “Services”) as described in Exhibit A (the “Scope of Work”), Exhibit C, and Exhibit D. CSE shall provide works created for 3CE, and all materials, information and deliverables prepared or developed as a result of or in connection with the Services, including any trademarks, information, content, processes, methodologies, products, goods, services, software, materials, rights, and/or data, including all intellectual property rights therein, provided to 3CE (other than the 3CE Materials and 3CE Data, each as defined below) and any modifications thereto (collectively, “Deliverables”).
3.2. Standard of Performance. CSE shall use commercially reasonable efforts to provide the Services in accordance with the standards, practices and procedures established by CSE for its own operations, unless otherwise expressly provided in this Agreement. CSE shall comply with all laws, regulations, rules and orders applicable to CSE regarding the Services provided hereunder.
3.3. Project Representatives. Each Party designates the individual identified in the Scope of Work as its designated representative for coordination and cooperation in connection DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
with the Services, who shall confer regarding the status of the Services at a mutually agreed-upon minimum frequency, and have such other responsibilities as set forth in the Scope of Work.
3.4. 3CE’s Obligations. 3CE acknowledges that 3CE’s timely provision of (and CSE’s access to) 3CE facilities, equipment, assistance, cooperation, and complete and accurate information and data from 3CE’s officers, agents and employees (“Cooperation”) is essential to the performance of the Services, and that CSE shall not be liable for any deficiency in performing the Services if such deficiency results from 3CE’s failure to provide full cooperation as required hereunder. Cooperation includes, but is not limited to, designating a Project Representative to interface with CSE during the course of the Services, allocating and engaging additional resources as required to assist CSE in performing the Services, and providing all other necessary assistance as required hereunder.
3.5. Relationship of the Parties. Each Party is an independent contractor under this Agreement and nothing herein shall be construed as creating an employment, agency, partnership, joint venture or any other form of association whatsoever, for tax purposes or otherwise, between the Parties. Except as expressly agreed by the Parties in writing, neither Party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party.
4. COMPENSATION
4.1. 3CE agrees to compensate CSE as specified in Exhibit B:
4.2. In consideration of the Services provided by CSE in accordance with all terms, conditions and specifications set forth in this Agreement and Exhibits A, Exhibit C, and Exhibit D 3CE shall make payment to Contractor in the manner specified in Exhibit B.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1. Licensed Services and Deliverables. 3CE shall have a limited, non-exclusive, non-sublicensable and non-transferable right during the Term to access and use the Services and Deliverables within 3CE’s service area, subject to the terms and conditions of this Agreement.
The Services and Deliverables may be used by the 3CE only in connection with the SCCIP. 3CE shall have no right to copy, in whole or in part, the Services and 3CE shall not, and shall permit no third party to, modify, adapt, translate, reverse engineer, decompile, disassemble, sublicense, redistribute, resell, rent, lease, remove any copyright or other proprietary notice from, or create derivative works based on the Services, or extract any component thereof for use with any other systems, applications, data or materials, or use or reproduce any part of the Services in source-code format. Further, 3CE shall not access, use or exploit the Services or Deliverables (in whole or in part) in order to build, develop (or commission the development of), or consult upon any product or service which competes (directly or indirectly) with the Services.
5.2. Ownership of Services and Deliverables. Except for the license to access and use the Services and Deliverables expressly granted to 3CE under this Agreement, CSE retains all right, title and interest in the Services and Deliverables, whether as individual items or a combination of components and whether or not the Services are completed, regardless of any participation or collaboration by 3CE in their design, development or implementation. CSE has DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
the sole right to obtain, hold and renew in its own name and for its own benefit, any patents, copyrights, registrations and other similar intellectual property and proprietary rights protections regarding any Services and Deliverables. 3CE shall reasonably cooperate with CSE and execute all documents necessary to enable CSE to perfect, preserve, register and record its rights in the Services and Deliverables. Except for the limited rights and licenses granted to 3CE under this Agreement, nothing shall be construed to restrict, impair, encumber, alter, deprive or adversely affect the Services and Deliverables or any of CSE’s rights or interests therein. All rights not expressly granted to 3CE hereunder are reserved by CSE.
5.3. 3CE Materials. 3CE shall reasonably cooperate with CSE in the performance of the Services, including by promptly providing CSE with all 3CE and third party trademarks, trade names, service marks, logos, names, and distinctive identification (collectively, “3CE Trademarks”), information, materials, data, images and content required to perform the Services (collectively, “3CE Materials”). 3CE hereby grants to CSE a non-exclusive, non-sublicensable, and non-transferable right and license to use the 3CE Materials and 3CE Trademarks as provided by 3CE to CSE hereunder solely in connection with the development and creation of the Deliverables and performance of the Services. All goodwill resulting from CSE’s use of the 3CE Trademarks shall inure to the benefit of 3CE. Without limiting the foregoing, 3CE hereby grants to CSE a non-exclusive, non-sublicensable, non-transferable right and license to use any data inputted or uploaded by 3CE in connection with the Services and any data generated from 3CE’s use of the Services, including information and data regarding 3CE’s customers (collectively, the “3CE Data”) in connection with the performance of the Services. As between 3CE and CSE, 3CE retains all right, title and interest in the 3CE Materials, 3CE Trademarks and 3CE Data, except for the limited rights and licenses granted to CSE under this Agreement.
5.4. Use of Data. 3CE hereby grants to CSE a non-exclusive, irrevocable, perpetual, royalty-free, worldwide right and license to use the 3CE Data (i) for data analysis and market research purposes, (ii) to improve and enhance the Services and for other development, diagnostic and corrective purposes, (iii) to disclose such data to CEC as required under the Grant Agreement, and (iv) to disclose such data solely in aggregate or other de-identified form in connection with its business, including for benchmarking purposes and providing market reports and studies to third parties.
6. DATA SECURITY. CSE shall implement appropriate technological, physical and administrative safeguards designed to protect the 3CE Data from unauthorized access, use or disclosure. Such safeguards shall include measures designed to prevent access, use, modification or disclosure of 3CE Data by CSE personnel except as authorized by this Agreement, including, without limitation, as required by applicable law, or as otherwise authorized by 3CE in writing.
7. ADMINISTRATIVE FEE AND INCENTIVE FUNDS
7.1. Payment of Administrative Fee and Incentive Funds shall be made in accordance with Exhibit B.
8. LIMITED WARRANTY. CSE warrants to 3CE that the Services will be performed in a professional and workmanlike manner and in accordance with the specifications provided in the Scope of Work in all material respects. In the event of a breach of the warranty set forth in this DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
Section 4, CSE agrees, as CSE’s sole and exclusive obligation and 3CE’s sole and exclusive remedy, to use commercially reasonable efforts to re-perform the defective Services or to modify or correct the defective Deliverable, as applicable, at its sole costs and expense.
9. REPRESENTATIONS AND WARRANTIES.
9.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right, power and authority to enter into this Agreement and to perform the acts and grant such rights required of it under this Agreement, (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary organizational governance action and violates no applicable law to which it is subject; (c) the execution of this Agreement and performance of its obligations under this Agreement do not and shall violate no other agreement to which it is a party and (d) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered by each Party.
9.2. 3CE Materials and Trademarks. 3CE represents and warrants that (a) it owns the 3CE Materials and 3CE Trademarks and/or controls all necessary rights and licenses required for CSE’s use of the 3CE Materials and 3CE Trademarks as set forth in this Agreement, (b) the 3CE Materials and 3CE Trademarks, and CSE’s use thereof as contemplated hereunder, shall violate no applicable laws or misappropriate, violate or infringe upon the intellectual property, privacy, publicity or other proprietary rights of any third party, and (c) the 3CE Materials shall not contain any content that is false, misleading, defamatory or obscene.
9.3. No Other Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT, NEITHER PARTY MAKES AND THE PARTIES HEREBY DISCLAIM ANY
REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING ANY SERVICES (INCLUDING THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR
THAT ANY PARTICULAR RESULT WILL BE OBTAIN BY USE OF THE SERVICES),
DELIVERABLES, INFORMATION, CONTENT, PRODUCTS OR MATERIALS FURNISHED
HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
10. INDEMNIFICATION; LIMITATION OF LIABILITY.
10.1. Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other Party (the “Indemnified Party”), harmless, at the Indemnifying Party’s own cost and expense, from and against any and all liabilities, losses, damages, injuries, judgments, amounts paid in settlement, costs and expenses, including reasonable attorneys’ fees and costs, arising out of or related to any third party claim resulting from any material breach of any of the Indemnifying Party’s representations or warranties specifically set forth in Article 5 of this Agreement. The Indemnifying Party shall solely conduct the defense of any such claim and all negotiations for its settlement; provided that (a) no settlement shall be agreed to without the Indemnified Party’s prior written approval, and (b) the Indemnified Party may participate, at its own expense, in the defense and/or settlement of any such claim to protect its own interests.
DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
10.2. Tax and Wage Obligation Indemnifications. CSE agrees to indemnify, defend, and hold harmless 3CE, its employees, officers, and agents, from and against, and shall assume full responsibility for payment of all wages, state or federal payroll, social security, income or self-employment taxes, with respect to CSE’s performance of this Agreement.
10.3. Infringement Indemnification. CSE shall hold 3CE harmless from liability to third parties resulting from any claim that the Services infringe the United States patent or copyright of any third party, and will indemnify 3CE from any damages, reasonable attorney fees and costs finally awarded against 3CE as a result of such claim provided CSE is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Any settlement of such claim must be preapproved in writing by CSE. The foregoing obligations do not apply regarding portions or components of the Service (i) not supplied by CSE, (ii) made in whole or in part in accordance with 3CE specifications, (iii) that are modified after delivery by CSE, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, or (v) where 3CE continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by CSE to be infringing, CSE may, at its option and expense (a) replace or modify the Service to be non-infringing; provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for 3CE a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and 3CE’s rights hereunder and provide 3CE a refund of any prepaid, unused fees for the applicable Services.
10.4. Limitations of Liability. EXCEPT IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS IN ARTICLE 6, OR A PARTY’S GROSS
NEGLIGENCE OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, OR LOSS OF DATA,
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF
THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CSE’S TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) EXCEED THE TOTAL FEES PAID BY 3CE HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO SUCH CLAIM, EXCLUDING AMOUNTS PAID BY 3CE TO CSE FOR PRODUCTS AND
SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS UNDER THE SCOPE OF
WORK FOR PRODUCTS, WHICH AMOUNTS ARE PAID OR PAYABLE BY CSE TO SUCH THIRD PARTY SERVICE PROVIDERS FOR SUCH PRODUCTS OR SERVICES.
11. CONFIDENTIAL INFORMATION.
11.1. Handling of Confidential Information. Subject to Section 9.1, each Party (each a “Receiving Party”) agrees not to disclose to third parties Confidential Information received from the other Party (“Disclosing Party”) and to not use such Confidential Information for its own benefit or the benefit of any other party, except in furtherance of the CC Incentive Program or the DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
SCCIP. “Confidential Information” means information related to the business of the other Party, including without limitation, the terms and conditions of this Agreement, all business plans, technical information or data, product ideas, methodologies, algorithms and analytical routines, software, and all personnel, customer, suppliers, contracts and sale, financial and other information, ideas, materials or other subject matter of such Party, whether disclosed orally, in writing or otherwise, that is provided by Disclosing Party to the Receiving Party clearly marked as “Confidential.”.
11.2. Non-Disclosure. Neither Party shall disclose Confidential Information of the other Party to any person, firm or enterprise, unless authorized by the other Party in writing, except that each Party may disclose such Confidential Information (a) to its employees, agents, sub-contractors, advisors and consultants with a legitimate need to know the same, (b) to CEC and 3CE who may be under no obligation to maintain confidentiality of Confidential Information and (c) pursuant to applicable law, rule or regulation or compulsion of proper judicial or other legal process. Each Party also agrees not to publish or otherwise divulge such information, in whole or in part, in any manner or form, nor to authorize or permit others to do so, and shall take reasonable measures to restrict access to such information while in such Party’s possession, to those employees needing such information to perform the work described herein, i.e., on a “need to know” basis. Each Party agrees to immediately notify the other Party in writing if such Party determines or has reason to suspect a breach of this requirement has occurred.
11.3. Grant Agreement. Nothing in this Article 7 shall prohibit CSE from complying with its obligations under the Grant Agreement.
11.4. Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, upon request of the Disclosing Party to such effect, the Receiving Party shall return to the Disclosing Party or confidentially destroy (and certify such confidential destruction in a form reasonably acceptable to the Disclosing Party) all Confidential Information of such Disclosing Party, all documents and media containing such Confidential Information and any copies or extracts thereof. Upon written request by the Disclosing Party, the Receiving Party shall promptly cease, and shall cause its recipients to cease, use of such Confidential Information and any information or materials that contain, incorporate or are derived from such Confidential Information.
11.5. Exceptions. Information shall not be Confidential Information if it is: (w) already known free of restriction at the time it is obtained by the Receiving Party, (x) subsequently learned by the Receiving Party from a third party without breach of this Agreement, (y) is or becomes publicly available through no fault, default or breach of or by the Receiving Party or (z) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.
11.6. Remedies. Each party (as Receiving Party) acknowledges that the Disclosing Party considers its Confidential Information to contain trade secrets of the Disclosing Party or information exempt from disclosure and that any unauthorized use or disclosure of such information would cause the Disclosing Party irreparable harm for which remedies at law would be inadequate. Accordingly, each party (as Receiving Party) agrees that the Disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek the issuance DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
of injunctive relief, without bond, enjoining any breach or threatened breach of the Receiving Party’s obligations hereunder regarding the Confidential Information of the Disclosing Party, and such further relief as any court of competent jurisdiction may deem just and proper.
11.7. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any Deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.).
11.8. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), 3CE will as soon as practical notify CSE in writing via email that such request has been made. CSE will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information designated by CSE.
If CSE takes no such action after receiving the foregoing notice from 3CE, 3CE shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. CSE agrees to indemnify and hold harmless 3CE, its officers, directors, employees and agents (“3CE Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of 3CE’s directors, officers, employees, contractors, or agents.
12. TERM; TERMINATION RIGHTS.
12.1. Term. This Agreement shall commence as of the Effective Date and shall continue until all of the Administrative Fee has been paid in full and all remaining 3CE Funds have been utilized towards funding approved incentive payment applications, unless terminated earlier in accordance with the provisions set forth herein (“Term”).
12.2. Termination for Material Breach. If any material breach of this Agreement, including but limited to failures of a Party to meet the requirements of the Scope of Work, by a Party occurs (excluding a failure to pay), the other Party may terminate this Agreement by giving 90 days’ written notice thereof; provided that such termination shall not be effective if the breach of which the breaching Party has been notified has been cured prior to the expiration of said 90 days.
12.3. Termination for Breach of Payment Obligations. Notwithstanding anything to the contrary in this Agreement, if 3CE fails to pay the Implementation Fee (or portion thereof) when due, CSE may terminate this Agreement by giving ten days’ written notice of such non-payment; provided that such termination shall not be effective if 3CE remits all outstanding amounts of the Implementation Fee and accrued late charges to CSE prior to the expiration of said ten-day period.
12.4. Termination for Insolvency. Either Party may immediately terminate this Agreement upon written notice if the other Party (a) is adjudicated bankrupt or becomes insolvent, winds up or liquidates its business voluntarily or otherwise, (b) commences a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), or (c) acquiesces to, or fails to DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
have dismissed, within 30 days, any petition filed against it in any involuntary case under such bankruptcy laws.
12.5. Reserved Funds. In the event of termination for convenience, any Client Funds previously reserved for existing applications shall continue to be incurred.
12.6. Effect of Termination; Survival. If this Agreement terminates or expires, 3CE shall pay CSE for all Services performed and expenses incurred up through the termination or expiration date. Upon the expiration or termination of this Agreement, this Agreement shall become wholly void and of no further force and effect, and following such expiration or termination no Party shall have any liability under this Agreement to the other Party, except that each Party shall remain liable for any breaches of this Agreement that occurred prior to its expiration or termination.
13. GOVERNING LAW; DISPUTE RESOLUTION.
13.1. Governing Law. This Agreement shall be construed and enforced under the substantive laws of the State of California.
13.2. Disputes. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the Parties shall use their best efforts to settle such dispute, claim, question, or disagreement. To this effect, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such solution within sixty (60) days, either Party may pursue such rights and remedies before a court of competent jurisdiction.
14. INSURANCE
14.1. Prior to commencement of this Agreement, CSE shall provide a "Certificate of Insurance" certifying as to the insurance coverages that CSE has obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, the CSE upon request shall provide a certified copy of the policy or policies. CSE shall not begin work under this Agreement until 3CE has approved all required insurance. This approval of insurance shall neither relieve nor decrease the liability of the CSE.
14.2. All coverages shall be issued by companies acceptable to 3CE and issued and executed by an admitted insurer authorized to transact Insurance business in the State of California and holding a current policy holder's alphabetic and financial size category A.M. Best rating of not less than A- VII. Any insurer, or policy, not meeting the requirements set forth in this Paragraph
10.B must be approved by 3CE’s Chief Executive Officer.
14.3. Without limiting CSE duty to defend and indemnify, CSE shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
(a) 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 DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
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. (b) 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.
(c) Workers' Compensation Insurance, if CSE 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.
14.4. All insurance required by this Agreement 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 3CE completes its performance of services under this Agreement.
14.5. Each liability policy shall provide that 3CE shall be given notice in writing at least thirty days in advance of any endorsed reduction in coverage or limit, cancellation, or intended nonrenewal thereof. Each policy shall provide coverage for CSE and additional insureds with respect to claims arising from each subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate of insurance from each subcontractor showing each subcontractor has identical insurance coverage to the above requirements.
14.6. Commercial general liability and automobile liability policies shall provide an endorsement naming Central Coast Community Energy, its Directors, Board members, officers, agents, and employees" as Additional Insureds with respect to liability arising out of the CSE’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 3CE and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the CSE’s insurance.
15. GENERAL.
15.1. Assignment. Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, to any other Party without the other Party’s prior written consent and any attempt to do so shall be void ab initio; provided that without the consent of the other Party, a Party may make an assignment of this Agreement through merger, consolidation or sale of all or substantially all of such Party’s assets.
15.2. Delegation. Notwithstanding Section 10.A above, 3CE agrees that CSE may assign, subcontract or otherwise delegate any of its functions or duties to be performed hereunder to another qualified person or 3CE, provided that such assignment, subcontract or delegation will not relieve CSE of its obligations under this Agreement. CSE will provide notice of any such assignment, subcontract or other delegation.
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15.3. Non-Discriminatory Employment. CSE and/or any permitted subcontractor, shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, age, protected veteran status, or condition of disability. CSE and/or any permitted subcontractor understands and agrees that CSE and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all federal, state and local statutes, regulations and ordinances.
15.4. Retention of Records and Audit Provision. CSE and any subcontractors authorized by the terms of this Agreement shall keep and maintain on a current basis full and complete documentation and accounting records, employees’ time sheets, and correspondence pertaining to this Agreement. Such records shall include, but not be limited to, documents supporting all income and all expenditures. 3CE shall have the right, during regular business hours, to review and audit all records relating to this Agreement during the Agreement period and for at least five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on CSE’s premises or, at 3CE’s option, CSE shall provide all records within a maximum of fifteen (15) days upon receipt of written notice from 3CE. CSE shall refund any monies erroneously charged. CSE shall have an opportunity to review and respond to or refute any report or summary of audit findings, and shall promptly refund any overpayments made by 3CE based on undisputed audit findings.
15.5. Conflict of Interest. No 3CE employee whose position with 3CE enables such employee to influence the award of this Agreement or any competing Agreement, and no spouse or economic dependent of such employee, shall be employed in any capacity by the contractor or have any other direct or indirect financial interest in this Agreement. No officer or employee of CSE who may financially benefit from the performance of work hereunder shall in any way participate in the 3CE’s approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence the 3CE’s approval or ongoing evaluation of such work. CSE shall comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. CSE warrants that it is not now aware of any facts that create a conflict of interest. If CSE hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to 3CE. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph shall be a material breach of this Agreement.
15.6. Publicity. CSE shall not issue a press release or any public statement regarding the Agreement, Services contemplated by this Agreement, or any other related transaction unless 3CE has agreed in writing the contents of any such public statement.
15.7. No Recourse against Constituent Members. 3CE is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to the Joint Powers Agreement and is a public entity separate from its constitute members. 3CE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. CSE shall have no rights and shall not make any claims, take any actions or assert any remedies against any of 3CE’s constituent members in connection with this Agreement.
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15.8. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and delivered personally, mailed via an nationally recognized overnight courier or sent via email correspondence (with confirmation of receipt), to the applicable Party at the addresses set forth below, unless, by notice, a Party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or upon confirmation of email receipt.
If to CSE:
Center for Sustainable Energy
3980 Sherman Street, Suite 170
San Diego, CA 92110
Attention: Notice Officer
E-mail: [email protected]
With a copy to (which shall not constitute notice):
Raghav Murali, General Counsel; [email protected] If to 3CE:
Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
Attention: Tiffany Law
E-mail: [email protected]
15.9. Force Majeure. Notwithstanding anything to the contrary herein, except regarding a Party’s payment obligations, neither Party shall be in breach of this Agreement or incur any liability to the other in connection with any failure to perform any of its obligations hereunder to the extent that performance of such obligations is prevented or materially hindered by reason of strikes, lockouts, restrictive governmental or judicial orders or decrees, riots, insurrection, war, acts of God or any other reason or event reasonably beyond such Party’s control. The Parties represent and warranty that they are not currently aware of any facts or circumstances related to the ongoing Covid-19 pandemic which would constitute a basis for delay or prevention of the performance of any obligations under this Agreement.
15.10. Miscellaneous. If any part of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall be unimpaired. No amendment, modification, course of conduct or supplement to this Agreement shall be binding upon the Parties unless made in writing and duly signed by both Parties. No waiver, failure or delay in enforcing any provision, exercising any option or requiring any performance may be construed to be a continuing waiver or a waiver of that or any other provision in the future. The terms “include,” “includes,” and “including,” whether or not capitalized, mean “include, but are not limited to,” “includes, but is not limited to,” and “including, but not limited to,” respectively and are to be construed as inclusive, not exclusive. Captions of the Articles, Sections and sub-sections of this Agreement are intended solely for convenience and no provision is to be construed by reference to the caption of DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
any Article, Section, or sub-section. Except as expressly stated herein, the Parties’ respective rights and remedies as stated herein are cumulative and not to the exclusion of each other or of any other rights or remedies a Party may have hereunder or at law or in equity; a Party may decline to exercise any one or more of its rights and remedies as it may deem fit, without jeopardizing any other rights and remedies it may have hereunder or at law or in equity. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person or 3CE not a party to this Agreement.
15.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which taken together shall constitute one and the same instrument.
A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device under which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.
15.12. Entire Agreement. This Agreement (which includes Appendix I) and any other exhibits or schedules attached hereto, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral. [signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CENTER FOR SUSTAINABLE ENERGY CENTRAL COAST COMMUNITY
ENERGY
BY:_____________________________ BY:________________________________ _
Title:____________________________ Tom Habashi, CEO
Date: ____________________________ Date: ____________________________ CENTER FOR SUSTAINABLE ENERGY Approved as to Form
BY:______________________________ BY:__________________________________ Title:_____________________________ Robert M. Shaw, Chief Operating Officer & General Counsel
Date: ____________________________ Date: ____________________________ Approved as to Financial Terms
BY:__________________________________
Tiffany Law, Chief Financial & Technology
Officer
Date: ____________________________
DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA President
Lawrence E. Goldenhersh
6/22/2021
DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 6/30/2021
6/30/2021
6/30/2021
DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
Exhibit A
SCOPE OF WORK
1. TASK 1: INCENTIVE PROJECT DESIGN
A. The goal of this task is to work with the 3CE to design a targeted incentive project in the 3CE’s region.
B. Center for Sustainable Energy incentive design work shall consist of:
i. Research and analyze EV charger incentive project opportunities along the following parameters:
a) Market opportunities to incentivize the deployment of EV chargers;
b) Expected or potential demand for EV chargers;
c) Currently available EV charger incentives relevant to proposed project;
d) Attainable Policy objectives (e.g., disadvantaged communities); e) Budget constraints and opportunities;
f) Funding source requirements;
g) Definition of applicant eligible for incentive payment funded by the 3CE
h) Other relevant project design variables that are developed in the course of the design sessions and included by amendment in this section 1.2(a). ii. Create a targeted incentive design package, contingent upon consultation and approval of Project Partners. Partner approval is limited to partner funding region, partner Incentive Funds break down by Level 2 and DCFC technology, and partner funding eligibility requirements.
a) Allocation of incentives by jurisdiction for each funding partner.
For clarity, 3CE funding will only be utilized for funding projects within member agency jurisdictions, which excludes the City of Santa Barbara, the City of Lompoc, City of Atascadero, and the Unincorporated Areas of San Luis Obispo County. Additionally, 3CE will not fund projects in Ventura County.
b) Eligible sites definition (e.g., destination, workplace, multi-unit dwellings, corridors, disadvantaged communities);
c) Eligible applicant definition by funder;
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d) Minimum technical requirements for eligible EV charging equipment;
e) Amount of incentive by type of EV charger;
f) Funding source(s) utilized for each type of incentive; g) Total amount of incentive funding allocated to the project; h) Incentive payment method (e.g., incentive payment system for disbursing incentives after chargers are installed, or other appropriate incentive); i) SCCIP goals;
j) Anticipated SCCIP and SCCIP roll-out and administration schedule;
k) Definition of charger data to be collected and methodology for collecting the data;
l) Application support services consisting of CSE staffed help desk to respond via phone and email to applicant eligibility and application process questions; m) Application documentation requirements;
n) Internal processes , controls, and procedures to accomplish the following: receive, handle, and account for and manage incentive funding, including funding from multiple sources; receive and evaluate incentive requests; effect payment for valid incentive payment requests; and provide monthly fiscal accounting and reporting to the 3CE.
C. Deliverables:
i. Final Incentive Design Package to capture the following:
a) A brief description on the results for each item in Task 1.I.ii. b) A funding distribution table outlining allocations by funder, jurisdiction, and technology type
ii. Project Implementation Manual, consisting of
a) Eligibility requirements
(1) Equipment categories
(2) Equipment Eligibility Criteria
(3) Eligible costs
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(4) Eligible Sites
(5) Incentive Payment amounts
(6) Maximum incentive payment limits per 3CE
b) Applicant Duties
(1) Applicant Requirements
(2) Research Participation
(3) Application Process
(4) Installation and operation requirements
(5) Installation data
(6) Usage data
2. TASK 2: DEVELOPMENT AND CONFIGURATION OF INCENTIVE
PROCESSING WEBSITE
A. The goal of this task is to design, develop, configure and launch a robust, user-friendly project website.
B. The SCCIP Landing Page will include:
i. A funding visualization, including the amount of funding available and remaining amounts for each technology, within each County. ii. Instructions, forms and FAQs to parties interested in participating in the SCCIPs.
iii. Technology requirements, funding amounts for each specific technology and description of eligible locations.
iv. Description of eligible costs under the SCCIP.
v. Application process description and diagram.
vi. Attribution of the SCCIP to 3CE and CEC.
C. The online application will include:
i. The ability for interested parties to indicate if they are customers of the 3CE DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
ii. The ability for interested parties to submit required documents to participate in SCCIPs, including application forms, payment requests, and appropriate documentation.
D. The user and application dashboards will include:
i. The capability for incentive participants to access, in real time, the status of incentive applications and payments.
ii. The capability for incentive participants to designate collaborators on their application for purposes of authorizing others to track and submit information on their behalf.
E. Deliverables:
i. SCCIP Landing Page design and content
ii. Online application form and process
iii. User and application dashboards
3. TASK 3: EV CHARGER INCENTIVE PROJECT MARKETING, EDUCATION &
OUTREACH
A. The goal of this task is to market the SCCIP to relevant target audiences, and to provide basic support to applicants to file applications and pursue their EV charging installation projects. To accomplish this CSE will:
i. Develop an Integrated Communications Plan for the SCCIP The plan will identify the goals of the marketing and outreach effort, target audience(s), methods/tactics/channels to be used, and will include a schedule to coordinate the marketing activities.
ii. Develop marketing and outreach materials to reflect the communication plan developed in 3.1(a). Marketing and outreach material development will be coordinated with the 3CE.
iii. Develop a marketing budget (which is included in the seven (7) percent administration cost) covering both labor and other direct costs (e.g. digital ads, travel, etc.) necessary for executing on the communication plan developed in Task
3.1(a).
iv. Develop FAQs and other similar EV charging information resources for applicant use in pursuing EV charging installation projects. v. Provide email and phone support of basic inquiries that applicants have on EV chargers and EV charging installation. Basic inquiry support will consist of:
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a) Reference to and provision of CSE curated ‘EV charging 101’ resources on:
(1) EV charger capabilities;
(2) EV charger network characteristics and capabilities; (3) Ballpark EV charger load considerations;
(4) Typical EV charger installation requirements and best practices;
(5) Typical utility connection requirements; and
(6) Similar common EV charger basic information.
b) Availability of CSE staff typically providing EV Expert services to field incoming inquiries.
vi. Provide regular reports (as part of the Monthly Progress Reports) detailing marketing activities against Key Performance Indicators (KPIs). vii. Provide log of basic EV charging installation project inquiries.
B. Deliverables:
i. Integrated Communications Plan
ii. Marketing / Outreach materials
iii. Marketing Budget,
4. TASK 4: EV CHARGER INCENTIVE PROJECT ADMINISTRATION
A. The goal of this task is to administer the SCCIP and 3CE Incentive created in Tasks 1-3. Center for Sustainable Energy will:
i. Receive, evaluate, and process incentive payment requests. a) For all incentive payment applicants, the process will include:
(1) Requirement that applicant indicate if they have filed for bankruptcy within the last five years and, if so, to provide relevant details certifying under penalty of perjury that the information provided is accurate and complete.
(a) If bankruptcy is identified and has occurred within 5 years of the date of the Application, CSE shall inform 3CE of any such applications and shall refrain from issuance any DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
incentive payment unless and until such payment is
authorized in writing by 3CE.
(2) Requirement that applicant indicate if they have any threatened or pending legal actions by or against them, loan defaults, or unpaid judgments against them.
(a) If any threatened or pending legal actions, loan
defaults, or unpaid judgements are identified, CSE shall inform 3CE of any such applications and shall refrain from issuance any incentive payment unless and until such
payment is authorized in writing by 3CE.
(3) Tracking and timely reporting in writing to 3CEof any:
(a) complaints about the SCCIP
(b) programmatic issues arising in the operation of the SCCIP
(c) knowledge of any threatened or actual legal actions involving any SCCIP or incentive applicants, applications, payments (e.g., alleged false information provided in an incentive application or threatened or actual lawsuits over the SCCIP)
(d) As needed, CSE shall provide 3CE personnel or
other personnel as directed by 3CE with all project
documents, files and records requested in support of the Commission investigating and resolving any such issues. (4) Prohibition against applicant submission of materials marked as confidential without prior written approval and instructions from the 3CE. 3CE is a public agency, and as such is subject to the Public Records Act. CSE shall not agree to keep any incentive application information confidential.
(5) Fair and impartial program administration, including provision of information in a public manner that avoids giving advantage to any applicant or group of applicants.
b) For each incentive applicant that is a business, prior to the issuance of an incentive payment the evaluation will include:
(1) confirmation that the applicant is currently licensed to do business in California; and
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(2) confirmation of “active” status for businesses required to register with the California Secretary of State.
B. Deliverables: Processed applications.
5. TASK 6 – DATA COLLECTION
A. The goal of this task is to collect data on the project applications, implementation and charger utilization. CSE will:
i. Collect, analyze and compile data on the SCCIP, which may include without limitation:
(1) Type of organizations receiving incentive payments; (2) Timelines to complete each incentive payment project; (3) Time frames associated with EV charger installations; (4) EV charger utilization.
B. Deliverables:
i. Data Collection Report
ii. Dashboard displaying application and installation cycle times, updated weekly.
6. TASK 7: ADMINISTRATIVE
A. Progress reports The goal of this task is to provide the reporting that will allow monthly and quarterly verification that satisfactory and continued progress is made towards achieving the objectives of this Agreement on time and within budget.
B. Deliverables: The reporting will consist of:
i. Summary of activity during the reporting period for the purpose of determining whether invoices are consistent with the work performed; a) Application queues and applications status reports will be provided on a monthly basis;
b) All other summary reports will be provided quarterly. ii. Summary of activities planned for the next reporting period. iii. KPI reports for marketing activities (Task 3.1.(d)) DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
iv. Complaints, programmatic issues and actual or threatened litigation regarding applicants or the SCCIP (as identified in Task 1.a.(1)(iii)) C. Final Report
i. CSE will develop annually a final report for 3CE. The document will be of a professional standard appropriate for review by elected officials, 3CE board members and members of the public.
ii. Deliverable. The Final Report shall include:
(1) Data about the EV chargers and applicants participating in the program during implementation of the SCCIP.
(2) Survey of all site hosts to assess their satisfaction with the program and recommendations for improvement.
(3) Assessment of the program including impact of the
program on increasing baseline public charging that would have occurred without the program.
(4) Calculations of GHG emission reductions and other
environmental benefits from installation and usage of EV charging infrastructure.
(5) Recommendations for future program including operational improvements and considerations associated with the changing EV market.
(6) Other elements as mutually determined and codified by an amendment revising this Section 6.3 of the Scope of Work. .
7. PROJECT REPRESENTATIVES
A. CSE’s Project Representative shall be Peter Colwell.
B. 3CE’s Project Representative shall be Dan Bertoldi.
8. ACCOUNT AND FUNDS MANAGEMENT
A. CSE shall deposit and maintain separate accounts for CEC Funds (defined in recitals) available for funding incentive payments (“CEC Account”) and 3CE’s Funds (defined below) available for funding incentive payments (the “3CE Account”, and the CEC Account and 3CE Account are collectively, “Incentive Funds Accounts”).
B. Except for the Implementation Fee ,CSE shall utilize the funds in the 3CE Account (“3CE Funds”) solely for the payment of eligible incentive payment claims submitted by 3CE customers and in accordance with other requirements applicable to the 3CE Incentive Program.
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The requirements for a person or business to be deemed to be an 3CE customer shall be set forth in the Project design that will be established pursuant to Section 1.2.(a)(vii) of the Scope of Work.
C. CSE shall inform 3CE within five business days after the end of each calendar month the amount of Funds in the 3CE Account and the CEC Account.
D. CSE shall coordinate with 3CE and CEC so as to maintain balances in the Incentive Funds Accounts that reflect the contribution percentages agreed to by CEC and 3CE. Accordingly, on an as needed basis, CSE shall provide to 3CE a written request for funding from 3CE committed funds (a “Funding Request”) to the 3CE Account, and 3CE shall endeavor to promptly, but no later than 30 days after receipt of a Funding Request, send funds to the 3CE Account in the amount requested in the Funding Request; provided that 3CE is under no obligation to fund amounts that would result in funding to the 3CE Account an aggregate amount greater than the agreed to monies intended to be used to fund incentive payments.
E. If an incentive payment applicant meets the eligibility requirements of the SCCIP and the eligibility requirements of the SCCIP, CSE shall draw ratably in proportion to the amounts available at such time in each of the 3CE Account and the CEC Account to fund the incentive payment owing to such incentive payment applicant.
F. If an incentive payment applicant meets the eligibility requirements of the CEC incentive program, but not the eligibility requirements of the SCCIP, CSE shall draw from the CEC Account to fund the incentive payment owing to such incentive payment applicant.
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Exhibit B
Payment Terms
Payment of Administration Funds. The Administration Funds shall be $114,500 in total, and shall be paid by 3CE to CSE as follows.
1. 50% of the Administration Fee ($57,250) paid after deliverables described in Tasks 1 through 3 of Exhibit A are provided, which is expected to coincide with launch of SCCIP (July/2021);
2. 20% of the Administration Fee ($22,900) paid after processing of applications resulting in at least 75% of total SCCIP incentive funds reserved;
3. 20% of the Administration Fee ($22,900) paid after at least 40% of total SCCIP incentive funds are paid out;
4. 10% of the Administration Fee ($11,450) paid after all SCCIP incentive funds are paid out and Final Report (Task 6) is provided.
Payment of Incentive Funds. The Incentive Funds shall be $1,635,500 in total, and shall be paid by 3CE to CSE as follows.
1. 25% of incentive funds ($408,875) before launch of SCCIP (July/2021);
2. 40% of incentive funds ($654,200) after at least 75% of total SCCIP incentive funds are reserved;
3. 35% of incentive funds ($572,425) after at least 25% of total of SCCIP incentive funds are paid out.
Invoicing
Invoicing for Administration Fees: CSE will prepare and deliver to 3CE an invoice for the payment of Administration Funds. Each invoice will be accompanied by a brief report supporting the associated deliverables or thresholds for payment have been met. 3CE payment is required Net 30 of the invoice date.
Invoicing for Payment of Incentive Funds: CSE will prepare and deliver to 3CE an invoice for the payment of Incentive Funds at each point noted above in this exhibit. Each invoice will be accompanied by a brief report supporting the associated threshold for payment has been met. 3CE payment is required Net 30 of the invoice date. CSE shall keep the funds in an interest-bearing account. The interest earned shall only be used for this Agreement upon approval of the 3CE.
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EXHIBIT C
SCCIP Pillar Requirements
2020 CALeVIP Pillar Requirements
The California Electric Vehicle Infrastructure Project (CALeVIP) is the California Energy Commission’s (CEC) statewide project for public EV infrastructure incentives. The following sections summarize the process, technology, rebate and site eligibility requirements for South Central Coast Incentive Project. These requirements have been developed based on best practices and input from project stakeholders. These requirements are critical for establishing a regional incentive project and cannot be modified.
Process Requirements
• Applications must be submitted online
• Applications approved on first-come first-served basis once all required application documents are submitted
• Applications are not competitively scored or reviewed against one-or-another • CALeVIP uses EVI-Pro to determine funding levels for each technology within each county and Energy Commission funding will not be negotiable.
CALeVIP Technology Requirements
• Level 1 Chargers: Not Eligible
• Level 2 Chargers:
o Include a J-1772 connector
o Capable of at least 6.2kW
o Networked with a minimum 2-year networking agreement
o Must be new (not refurbished, not previously installed and removed) o Must be able to revert to an open standard protocol
o Must be Energy Star Certified
o Must be listed by a Nationally Recognized Testing Laboratory o Must accept at least two payment methods (if payment is required) o Acceptable payment methods may include (but are not limited to) mobile app-based payment, a toll-free phone number, near-field communications (NFC) or onsite card reader
o Level 2 chargers “installed” on and after July 1, 2023 must comply with SB 454 updated payment requirements.
• Direct Current Fast Charger (DCFC):
o Charger must have both a CHAdeMO and Combined Charging System (CCS) connector
o Capable of at least 50kW
o Networked with a minimum 5-year networking agreement
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o Must be new (not refurbished, not previously installed and removed) o Must be able to revert to an open standard protocol
o Must be listed by a Nationally Recognized Testing Laboratory o Must accept at least two payment methods (if payment is required) Acceptable payment methods may include (but are not limited to) mobile app-based payment, a toll-free phone number, near-field communications (NFC) or onsite card reader
DC fast chargers “installed” on and after January 1, 2022 must comply with SB 454 updated payment requirements.
CALeVIP Rebates
• Level 2 Chargers:
o An “up-to” incentive amount per connector or percentage of project costs, whichever is less
o Sites deemed in a designated DAC or low-income community are allotted an incentive adder, increasing the “up-to” dollar amount per connector o One site per application
o New or replacement chargers are eligible
o Each application may apply for up to ten (10) rebate limit for Level 2 chargers o Additional chargers may be installed but will not receive rebate funding from CALeVIP.
o A maximum of four (4) Level 2 charger rebates may be applied for as part of a combination DC Fast Charger and Level 2 application for the same site • DC Fast Chargers:
o New or replacement chargers are eligible
o Incentives provided as an “up-to” dollar amount or percentage of total project cost, whichever is less
o Sites deemed in a designated DAC or low-income community are allotted an incentive adder, increasing the “up-to” dollar amount per connector o Each application can apply for an “up to” a designated quantity of DC fast chargers o (Maximum quantity to be determined by Energy Commission and Partners in project design)
o Additional chargers may be installed but will not receive rebate funding from CALeVIP.
CALeVIP Site Eligibility
• Both Technologies
o Eligible sites are county wide and not geo-specific/eligible • Level 2 Chargers
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o Car-sharing/e-mobility service installations are eligible o Must be shared use (cannot be dedicated to a single driver) o Sites serving single-family residences or dedicated drivers/users are not eligible to receive CALeVIP funds
o Specification of type of labor (e.g. C-10 licensed contractor, preferred network, EVITP, union labor, or other) is not possible
o Applications going from Initial Verification to Funds Reserved on or after September 1, 2021 are required to use EVITP certified electricians consistent with the specifications in AB 841
o Projects must pay contractors Prevailing Wage
o May serve public or private sites
o May serve light-duty fleets
o Medium-duty vehicles can also use, as long as the chargers are primarily being used for the site’s light-duty fleet and medium-duty vehicles are secondary • DC Fast Chargers
o Must be available to the public 24 hours a day year round o Specification of type of labor (e.g. C-10 licensed contractor, preferred network, EVITP, union labor, or other) is not possible
o Applications going from Initial Verification to Funds Reserved on or after September 1, 2021 are required to use EVITP certified electricians consistent with the specifications of AB 841
o Projects must pay contractors Prevailing Wage.
o Must not be located behind a gate or have restrictions for public use and access o Must be a site type that is listed as Eligible for DCFC or Combo installations DocuSign Envelope ID: B47692FA-CE41-417A-B626-4BBB6C4694EA DocuSign Envelope ID: 3CDC3220-DD0A-4C14-9705-FC760F467253 DocuSign Envelope ID: 6DBA65D3-D74C-4B16-B4F2-60D2D8E43A04
Exhibit D
SCCIP Rebate Amounts
DCFC Power Level General Market Rebate Disadvantaged
Community/Low-Income Rebate
50 kW - 99.99 kW Up to $30K; or 75% of
the total project cost,
whichever is less
Up to $40K; or 75% of
the total project cost,
whichever is less
100 kW+ Up to $60K; or 75% of
the total project cost,
whichever is less
Up to $80K; or 75% of
the total project cost,
whichever is less
Eligible Rebates for Level 2
Chargers
Amount per Connector
Base Rebate Up to $3,500 per connector, or 75% of
project costs, whichever is less
Disadvantaged Community (DAC) or
Low-Income Community (LIC)
Additional $500
Multi-unit dwelling (MUD) site Additional $2,000
A minimum investment of 50% in Disadvantaged Communities / Low Income Communities is required.
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1 AMENDMENT #2 TO SOUTH CENTRAL COAST INCENTIVE PROGRAM
IMPLEMENTATION SERVICES AGREEMENT
BETWEEN
CENTER FOR SUSTAINABLE ENERGY
AND
CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 2 (“Amendment”) to the South Central Coast Incentive Program Implementation Services Agreement (“Original Agreement”), which was effective on February 28, 2021, is entered into by and between the Center for Sustainable Energy (“CSE” or “CONTRACTOR”), a California 501(c)(3) nonprofit corporation with its principal place of business located at 3980 Sherman Street, Suite 170, San Diego, 92110 and Central Coast Community Energy (“3CE”), joint powers authority. 3CE and CONTRACTOR may be individually referred to herein as “Party” or collectively as “Parties”, with respect to the following:
______________________________________________________________________________
RECITALS
WHEREAS, the California Energy Commission (“CEC”) approved funding to incentivize the CALeVIP Program (“CALeVIP Funding”) and appointed CONTRACTOR to implement CALeVIP.
WHEREAS, CEC has authorized CONTRACTOR to deploy a portion of CALeVIP to applicants in Santa Barbara County and certain cities within San Luis Obispo County (“South Central Coast Incentive Program” or “SCCIP”).
WHEREAS, 3CE and CONTRACTOR entered into the Incentive Program Implementation Agreement (the “Original Agreement”) on February 28, 2021, wherein 3CE contributed a cumulative $1,750,000 funds to SCCIP Incentive Program for the administration of incentives to participants enrolled in a 3CE service and for service fees, as stated in Exhibit “B” to the Agreement (“Client Funds”).
WHEREAS, 3CE and CONTRACTOR entered into Amendment #1 on January 5, 2023 to comply with terms stated in the CEC Grant Agreement.
WHEREAS, the Parties now wish to amend the agreement to revise the termination date to reflect the CALeVIP sunset of September 30, 2025, after which no additional applications will receive incentive funding or payment.
WHEREAS, the Parties wish to revise the Payment Terms as they apply to the administration of SCCIP.
AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement and Exhibit “B” to the Agreement as follows:
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2 1. Section 12.1 TERM; TERMINATION RIGHTS, regarding the term is hereby removed and replaced in its entirety to read as follows:
“12.1. Term. This Agreement shall commence as of the Effective Date and shall continue until September 30, 2025, unless sooner terminated pursuant to the terms of this Agreement. (“Term”).”
2. Section 15.8 NOTICES is hereby removed and replaced in its entirety to read as follows:
“15.8 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and delivered personally, mailed via a nationally recognized overnight courier or sent via email correspondence, to the applicable Party at the addresses set forth below, unless, by notice, a Party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or upon confirmation of email receipt.
If to CONTRACTOR:
Center for Sustainable Energy
Attn: Notice Officer
3980 Sherman Street, Suite 170
San Diego, CA 92110
Email: [email protected]
If to 3CE:
Central Coast Community Energy
Attn: Chris Cook, Director of Energy Programs
70 Garden Court, Suite 300
Monterey, CA 93940
Email: [email protected]”
3. Paragraph 2 Section 3 of Exhibit “B” shall be revised as follows:
“3. CSE will invoice 3CE for remaining incentive funds on an as-needed basis and upon written approval by 3CE.”
4. A copy of this Amendment No. 2 shall be attached to the Original Agreement.
5. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control.
6. Other than as specifically modified herein, all remaining provisions of the Agreement shall remain in full force and effect and are hereby ratified, approved, and confirmed.
7. This Amendment shall be subject to all of the terms and conditions of the Agreement as amended, as if it were a part thereof, including, without limitation, any provision with respect to the choice of law, venue, and/or jurisdiction. [Signature page to follow.]
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3 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the last signature date below.
CENTER FOR SUSTAINABLE ENERGY
BY: __________________________
Lawrence E. Goldenhersh, President
Date: ___________________________
CENTRAL COAST COMMUNITY ENERGY
BY: ____________________________
Robert M. Shaw, Chief Executive Officer
Date: ____________________________
APPROVED AS TO FORM
BY: ________________________________
Marina Pantchenko, Deputy General Counsel
Date:_______________________________
APPROVED AS TO FINANCIAL TERMS
BY:________________________________
Dewayne Woods, Chief Financial Officer
Date:_________________________________
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Staff Report Item 7
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Inaara Muhammad, Manager of Energy Programs Griffin Boyle, Energy Program Analyst
SUBJECT: Approve and authorize the CEO to execute Amendment No. 5 to the Cohen Ventures, Inc., DBA Energy Solutions amended and restated Standard Services Agreement to renew and amend the termination date, for a revised term of March 11, 2022 through September 30, 2025, and to increase the Agreement’s amount by an additional $990,000 for a total not-to-exceed amount of $4,815,000 DATE: November 13, 2024
RECOMMENDATION:
It is recommended that the Operations Board approve and authorize the CEO to execute Amendment No. 5 to the Cohen Ventures, Inc., DBA Energy Solutions (Energy Solutions) amended and restated Standard Services Agreement to renew and amend the termination date, for a revised term of March 11, 2022 through September 30, 2025, and to increase the Agreement’s amount by an additional $990,000 for a total not-to-exceed amount of $4,815,000.
BACKGROUND:
3CE executed an agreement in March 2022 with Energy Solutions to support implementation of 3CE’s Electrify Your Home Program (EYH). 3CE’s EYH program combines agency funding with state incentives available through the TECH Clean California initiative to accelerate residential electrification. The original agreement with Energy Solutions contained a total not-to-exceed amount of $1,760,000 for a term of March 11, 2022 through September 30, 2025.
On August 15, 2022, the Operations Board approved Amendment No. 1 to renew and extend the agreement for an additional twelve (12) months until September 30, 2023, with no change to the not-to-exceed amount, and modifications to the payment terms. As a result of TECH funding shortages in 3CE’s service area, Amendment No. 1 increased 3CE’s incentive contributions to ensure building electrification incentive levels remained unchanged for customers participating in the EYH program.
On August 24, 2023, the Operations Board approved Amendment No. 2 to the agreement to extend the term by an additional twelve (12) months until September 30, 2024, with no change in the not-to-exceed amount, and to modify the Scope of Work. The modification to the Scope of Work included enhanced incentives for victims of declared natural disasters, and reduced 3CE’s incentive contribution for heat pump water heater rebates for customers who had leveraged available funding from the State’s Self Generation Incentive Program (SGIP).
Later that year, on November 8, 2023, the Operations Board approved Amendment No. 3 to the agreement, adding $1,500,000 for a total not-to-exceed amount of $3,260,000 without changing the terms of the agreement. At that time, as a result of TECH Clean California’s release of more funding and increased marketing and outreach efforts, the EYH program had experienced a pronounced increase in applications and Energy Solutions had made funding reservations totaling 99% of 3CE’s available incentives. The program was temporarily closed to new applications until more funding was released through the approval of Amendment No. 3.
The following year, on August 14, 2024, the Operations Board approved Amendment No. 4 to the agreement which included new terms to enhance customer engagement, and to renew and extend the expiration for an additional four (4) months, for a revised term of March 11, 2022 through January 31, 2025 and to increase the Agreement’s amount by an additional $565,000 for a total not-to-exceed amount of $3,825,000. The increase in funds allowed 3CE more flexibility to cover full rebate amounts during periods when TECH state funding was not available. Since Amendment No. 4 was approved, the EYH program exceeded its planned incentive budget of $1.0 million, distributing approximately $1.1 million in incentives, up 32% from FY 2022-23.
DISCUSSION/ANALYSIS:
3CE’s Electrify Your Home (EYH) program provides incentives to local contractors who recommend and replace gas-powered appliances in existing single and multi-family buildings with all-electric heat pump water heating and heat pump heating, ventilation, and air conditioning (HVAC) technologies. These incentives directly reduce the upfront cost for 3CE residential customers who transition to all-electric heat pump technology.
EYH partners with the TECH Clean California Initiative (TECH), a statewide program, to leverage funds and to support contractor enrollment and application management. The partnership also allows TECH to offer workforce education and training on heat pump technology and installation, supporting the local workforce and community economic development.
In FY 2022-23 and FY 2023-24, portions of TECH’s budget were exhausted, leading 3CE to supplement TECH’s rebate contribution to ensure consistency in incentive amounts available to contractors. These periods of increased incentive contributions occurred in August 2022 for single family heat pump HVAC incentives, in February 2024 for heat pump water heaters in Pacific Gas & Electric (PG&E) territory, and in April 2024, again for single-family heat pump water heaters. While it is possible the TECH program may find new sources of funding to cover its incentives, staff have been advised that it is more likely the availability of TECH’s rebate contributions will remain intermittent.
The proposed Amendment No. 5 to the Agreement with Cohen Ventures Inc., DBA Energy Solutions will extend the term of the Agreement by eight (8) months to September 30, 2025 to allow for continued and uninterrupted implementation of the EYH program through FY 2024-25. The proposed Amendment will also increase the not-to-exceed amount of the agreement to permit the EYH program to run in partnership with TECH through the end of the fiscal year.
The proposed $990,000 increase in the contract budget includes up to $900,000 in total incentive reimbursement and up to $90,000 in Energy Solutions program implementation fees. The recommended $990,000 augmentation will bring the total not-to-exceed amount in the agreement to $4,815,000 for the period covering March 11, 2022 through September 30, 2025. The approval of Amendment No. 5
will allow up to $1.4M in incentive distributions in FY 2024-25, which would fund up to 300 heat pump water heaters or 700 heat pump HVAC units.
3CE’s Community Advisory Council is working with Energy Programs staff to understand existing residential building electrification incentive offerings and is conducting community listening sessions to inform enhancements to 3CE’s program’s scope and design. The proposed Amendment No. 5 will allow 3CE to continue working with Cohen Ventures Inc., DBA Energy Solutions under the current EYH scope, while additional enhancement options are being analyzed.
FISCAL IMPACT:
The proposed increase to the not-to-exceed amount in the Cohen Venture, Inc., DBA Energy Solutions agreement is supported by 3CE’s FY 2024-25 Budget, approved by the Policy Board.
CONCLUSION:
The Board’s approval of the amended agreement with Energy Solutions will ensure 3CE continues operating the Electrify Your Home Program without interruption to accelerate residential electrification in 3CE’s service area.
ATTACHMENT(S):
1. Original Amendment with Cohen Ventures, Inc., DBA Energy Solutions
2. Amendment No. 1 to Agreement with Cohen Ventures, Inc., DBA Energy Solutions
3. Amendment No. 2 to Agreement with Cohen Ventures, Inc., DBA Energy Solutions
4. Amendment No. 3 to Agreement with Cohen Ventures, Inc., DBA Energy Solutions
5. Amendment No. 4 to Agreement with Cohen Ventures, Inc., DBA Energy Solutions
6. Proposed Amendment No. 5 to the Standard Services Agreement
3/9/2022 1 Contract Number: ______________
CENTRAL COAST COMMUNITY ENERGY
STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”), a California corporation with its principal place of business located at 449 15th Street, Suite 400, Oakland, CA . 3CE 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. 3CE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibits A in conformity with the terms of this Agreement. The goods and/or services are generally described as services to implement a Residential Electrification Program for CCCE customers.
2. PAYMENT PROVISIONS
2.1. 3CE 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 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $1,760,000.00.
3. TERM OF AGREEMENT
3.1. The term of this Agreement is from the date of execution until September 30th, 2022, 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 3CE, with 3CE’s execution to be last in time.
CONTRACTOR may not commence work under this Agreement before 3CE signs this Agreement.
3.2. 3CE 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:
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 DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B
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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 3CE or immediate family of an employee of 3CE.
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 3CE 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. 3CE 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 3CE and the CONTRACTOR.
6.3. Invoices shall be submitted monthly on a form acceptable to 3CE and provide sufficient detail, as determined by 3CE, of services rendered for the invoiced period.
6.4. 3CE shall certify the invoice for payment in either the amount requested, or in such other amount as 3CE determines is due in conformity with this Agreement. Invoices shall be certified and paid within 45 days of submission to 3CE.
7. TERMINATION
7.1. During the term of this Agreement, 3CE 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. Either Party may provide notice to the breaching Party of the non-breaching Party’s intent to cancel and terminate this Agreement for Good Cause (defined below). Termination shall occur DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B
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if the Parties fail to agree on a plan for the breaching Party to cure within fifteen (15) days of the breaching Party’s receipt of such notice. “Good Cause” includes the failure of CONTRACTOR to perform the required services at the time and in the manner provided under this Agreement, or failure for 3CE to render payment for completed services following CONTRACTOR’s written demand for payment, in accordance with Exhibit B – Payment Conditions. If either Party terminates this Agreement for Good Cause, 3CE may be relieved of payment for work not performed and 3CE may proceed with the work in any manner, which 3CE deems proper.
8. INDEMNIFICATION
8.1. CONTRACTOR shall indemnify, defend, and hold harmless 3CE, 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 3CE. It is the intent of the parties to this Agreement to provide the broadest possible coverage for 3CE. The CONTRACTOR shall reimburse 3CE 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 3CE 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 3CE.
8.1.2.Notwithstanding any other provision of this Agreement, 3CE 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 3CE.
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.
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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 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 3CE, 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 3CE 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. “Confidential Information” is defined as certain confidential, secret and proprietary information, disclosed either orally or in writing or in printed, graphic or electronically recorded materials, records, data, specifications, formulas, technology, inventions, devices, products, methods, know-how, processes, financial data, specific client data and requirements, client and potential client lists, information concerning each Parties employees, agents or divisions, pricing information, and other trade secrets which have been or will be developed and owned by either of the Parties or their respective client(s).
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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 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. The Parties and their respective 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. A Party receiving Confidential Information (the “Receiving Party”) shall not disclose any confidential records or other Confidential Information received from the other Party (the “Disclosing Party”) or prepared in connection with the performance of this Agreement, unless the Disclosing Party specifically permits the Receiving Party to disclose such records or information. The Receiving Party shall promptly transmit to 3CE any and all requests for disclosure of any such confidential records or Confidential Information. The Receiving Party shall not use any Confidential Information gained by the Receiving Party in the performance of this Agreement except for the sole purpose of carrying out the Receiving Party’s obligations under this Agreement.
10.3. Upon expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party any Disclosing Party records which the Receiving Party used or received from the Disclosing Party to perform services under this Agreement.
10.4. 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.
10.5. 3CE 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 3CE or as part of any audit of 3CE, 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.
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10.6. CONTRACTOR shall not publish any and all original computer programs, writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature without the prior written approval of 3CE.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 “Iris Platform” is defined as the Iris online software and associated data, owned and maintained by CONTRACTOR and provided as a part of the services to 3CE under this Agreement, that functions as an incentive processing and program reporting platform for 3CE’s customers and other third parties.
11.2 Intellectual Property Rights to the Iris Platform. All right, title, and interest in and to the Iris Platform (including without limitation all intellectual property rights therein) and all modifications, improvements, extensions, customizations, scripts or other definitive works of the Iris Platform provided or developed by the CONTRACTOR, whether prior to or during the Term of this Agreement, are and shall remain at all times solely vested in the CONTRACTOR. The Iris Platform was developed in its entirety by CONTRACTOR prior to the term of this Agreement, is the sole and exclusive property of CONTRACTOR, and CONTRACTOR retains all intellectual property rights thereto, including but not limited to copyrights (including all registrations and applications therefor), trade secrets, service marks, trademarks, trade names, trade dress, trademark applications and registrations, internet domain names, and all other proprietary and intellectual property rights, including moral rights.
Use of the Iris Platform by 3CE, its customers or any third party as part of the services shall not convey any rights of ownership to the Iris Platform, express or implied, including any intellectual property rights thereto, to any such party. During the term of this Agreement, CONTRACTOR grants to 3CE a non-exclusive, non-assignable, royalty-free, worldwide limited right to access and use the Iris Platform in connection with the services. Except as expressly provided herein, Company agrees not to assign, sublicense, transfer, copy, reproduce, distribute, republish, display, post or transmit in any form or by any means, any part of the Iris Platform to any third party. 3CE agrees not to access the Iris Platform by any means other than through the interfaces that are provided by CONTRACTOR.
Notwithstanding any conflicting terms of this Agreement, the Iris Platform and any and all works, expressions, inventions, ideas, discoveries, improvements and developments made to the Iris Platform by any person during the term of this Agreement, are explicitly excluded as "work for hire" pursuant to this Agreement.
Any data provided by 3CE to CONTRACTOR on the Iris Platform remains the property of 3CE and, upon request, shall be exported and/or deleted from the Iris Platform.
11.3 Iris Platform Terms of Use. All users of the Iris Platform shall be required to comply with the Iris Platform's standard Terms of Use, including 3CE employees who accesses the Iris Platform in connection DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B
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with the services; provided, however, that if any Terms of Use applicable to 3CE employees conflict with any provisions of this Agreement, with respect to 3CE's use of the Iris Platform in connection with the services, the provision of this Agreement shall control.
12. NON-DISCRIMINATION
12.1. 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 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.
13. INDEPENDENT CONTRACTOR
13.1. 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 3CE. No offer or obligation of permanent employment with 3CE and CONTRACTOR shall not become entitled by virtue of this Agreement to receive from 3CE 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 3CE harmless from any and all liability which 3CE may incur because of CONTRACTOR’s failure to pay such taxes.
14. NOTICES
14.1. Notices required under this Agreement shall be delivered personally, by email, or by first-class, postage pre-paid mail to 3CE and CONTRACTOR’S contract administrators at the addresses listed below. In the case of email, Notices are considered received upon the date of confirmation of receipt or read receipt:
Central Coast Community Energy CONTRACTOR
Chief Financial Officer Contract Services
70 Garden Court, Suite 300 449 15th Street, Suite 400
Monterey, Ca 93940 Oakland, CA 94612
Email: [email protected] Email: [email protected] DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B
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15. MISCELLANEOUS PROVISIONS
15.1. 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.
15.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by CCCE and the CONTRACTOR.
15.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by 3CE 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.
15.4. 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.
15.5. Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
15.6. 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 3CE None of the services covered by this Agreement shall be subcontracted without the prior written approval of 3CE. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this Agreement.
15.7. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of 3CE 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.
15.8. Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement.
15.9. Headings. The headings are for convenience only and shall not be used to interpret the terms of this Agreement.
15.10. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
15.11. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California.
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15.12. Non-exclusive Agreement. This Agreement is non-exclusive and both 3CE and CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.
15.13. Construction of Agreement. 3CE 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.
15.14. 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.
15.15. Authority. Any individual executing this Agreement on behalf of 3CE 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.
15.16. Integration. This Agreement, including the exhibits, represent the entire Agreement between 3CE 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 3CE and the CONTRACTOR as of the effective date of this Agreement, which is the date that 3CE signs the Agreement.
15.17. 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.
Energy Solutions Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Title:_____________________________ Tom Habashi, CEO
Date: ____________________________ Date: ____________________________ Approved as to Form
BY:______________________________________
Brian Kimball, General Counsel
Date: ____________________________
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Director, Energy Efficiency
3/9/2022
3/11/2022
3/11/2022
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Approved as to Financial Terms
BY:______________________________________
Jaya Bajpai, Chief Financial Officer
Date: ____________________________
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B 3/10/2022
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Exhibit A: Scope of Services
Task 1 - Program Administration
Consultant will collaborate with CCCE to develop, implement, and manage the Program with activities including, but not limited to program budget and tracking and representing CCCE’s interests with third parties and participating contractors. Consultant will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.
Activities:
• In Person meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
Consultant will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, our software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.
Consultant will prepare a monthly report with a summary of current participation and performance indicators that are determined by Consultant and approved by CCCE.
These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and Consultant.
Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. Consultant will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.
Deliverables:
• Raw data provided ad hoc.
Task 3 - Contractor Outreach
Consultant will leverage trade ally outreach efforts of TECH to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. Consultant will work with contractors to create installs in CCCE territory and provide support on how to submit applications through the DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B
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Incentive Clearinghouse. Contractors enrolled in TECH will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.
Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all TECH incentives. This feature will be used for statewide, pilot, and regional incentives offered by TECH, and will be essential to scale and integrate new initiatives as building electrification is more widely adopted. The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse is to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.
Consultant will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.
Consultant will pay process, QA/QC and pay incentives for CCCE on the clearinghouse. Payments to contractors will combine both CCCE and TECH incentives into a single check paid to participants to simplify the payment process.
Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives • Processing and Payment of CCCE Incentive applications.
Estimated Percentage of Time Per Task:
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Duration
Program duration is at the discretion of CCCE, but the current proposal assumes the program will run from July 1, 2022, through July 1st, 2025, or until the budget is spent.
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Program Incentives and Implementation
Incentive Plan
The below tables show the incentive values for HP HVAC and HPWH measures. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE territory.
Single Family Incentives
Heat Pump HVAC Measures
TECH plans to offer baseline incentives of $3,000 per unit to all Gas IOU customers in California. TECH is seeking to partner with other program administrators that want to provide incentives to support quicker adoption by supporting an enhanced incentive structure that offers up to $3,600 in additional incentives. Consultant proposes that CCCE funds $1,500 per HP HVAC installation, which will allow the TECH to provide complementary incentives for the installation of higher efficiency equipment with higher installation quality. These CCCE funded incentives will be paid by the Consultant and dispersed through the Incentive Clearinghouse with the TECH funds to provide a seamless experience to market actors.
Table 1: Unitary/Split System Heat Pump HVAC Incentives *Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
Table 2: Heat Pump HVAC Quality Installation Bonuses
Quality Installation Measure* Qualifier
CCCE
Incentive
per Unit
TECH
Incentive per
Unit**
Total
Incentive per
Unit
Manual J Completed Provide Calculations $0 $600 $600
Duct Testing and Sealing 5% Total leakage or less $0 $600 $600 Equipment
Type
Size
Category
Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
TECH
Incentive
per
Unit**
Total
Incentive
per Unit
Unitary Split
System and
mini/multi-split
< 5.4 tons Ducted
Baseline HP Replacement $1,500 $1,500 $3,000
1 16.0 SEER 9.5 $1,500 $2,400 $3,900
2 18.0 SEER 10.0 $1,500 $3,300 $4,800
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Field Measured Performance
(based on ASHRAE 221-2020)
Heating System Performance Ratio (HSPr)
or Cooling System Performance Ratio
(CSPr) = 80% or better
$0 $600 $600
*Incentives only available as add-on bonuses to heat pump installation. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
The HP HVAC measures are for gas to heat pump conversion scenarios only. In all cases, the applicant must show that the gas equipment has either been fully decommissioned or setup to run in emergency scenarios only. In addition, the HP HVAC incentives are based on heat pumps that provide full-home heating and cooling. The incentives are available in cases when the customer does not have previous cooling.
CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit.
Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit*
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Heat Pump Water Heater Measures
The Program will offer incentives for customers converting from a gas, propane, or electric resistance water heater to HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. Like the HP HVAC measures, TECH plans to offer baseline incentives for HPWH’s but will offer an enhanced incentive structure (up to a total of $6,600) for partners that want to provide incentives for these technologies. The enhanced incentive structure will support additional incentives for replacing electric resistance water heaters and for panel upgrades needed in conjunction with HPWH installations. Consultant proposes that CCCE offer $1,500 for gas to electric conversions. These incentives will be funded by CCCE and distributed by the Consultant with the complimentary TECH incentives. This contribution of funding enables TECH to offer complimentary incentives that are more attractive for replacing electric resistance replacement, and enable electric panel upgrades, overcoming a major barrier to many installations.
Table 3: Heat Pump Water Heater Incentives
Previous WH Fuel
Type HPWH Capacity
CCCE
Incentive
per Unit
TECH
Incentive
per Unit*
Total
Incentive
per Unit
Natural Gas/Propane
< 55 Gallons $1,500 $1,600 $3,100
> 55 Gallons $1,500 $2,300 $3,800
Electric resistance All $0 $1,500 $1,500
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
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Table 4: Panel Upgrade/Smart Load Center Incentives
Measure Category Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit**
Total
Incentive
per Unit
Panel upgrade Up to 200 amps
$1,000 $1,800 $2,800
Smart Load Center* None
*Incentives only available as add-on bonuses to heat pump water heater installation **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
The incentive rates for natural gas or propane to HPWH are differentiated to support upsizing HPWHs to ensure the units have capacity to run primarily in heat pump mode, while also having load available to shift out of peak demand periods.
TECH will offer panel upgrade incentives for customers sizing up to 200 amps or installing a smart load center if the smart load center increases the effective panel capacity to support the added electrical load from the HPWH.
CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Consultant will re-evaluate incentive levels and participation after the first year, 2022, to determine whether the incentive design should be updated to meet the needs of CCCE and TECH. The soon to be released 120-volt “plug-in” HPWHs will be eligible for the incentive amount associated with the previous water heater fuel type. Consultant may establish a future measure category specifically available for the 120-volt HPWHs once more data on unit install cost are collected.
Multi-Family Incentives
Multifamily incentives are proposed to be 50% of current TECH offering for market rate incentives and 100% of the TECH incentives for low income. These incentives reflect similar incentives offered by other Program Administrators in the state and can be layered directly with the TECH incentives. This format will ensure that there is little confusion with multifamily contractors.
Gas to Electric HPWH
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Measure CCCE Market Rate
Incentives
CCCE Low
Income
Incentives
TECH
Layered
Incentives*
Gas/propane to HPWH - unitary $700 $1,400 $1,400
upsizing kicker Gas/propane to
HPWH - unitary
$350 $700 $700
non HPWH to HPWH - central $600 $1,200 $1,200
upsizing kicker non HPWH to
HPWH - central
$300 $600 $600
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
Gas to Electric HP HVAC Incentives
Measure CCCE Market Rate
Incentives
CCCE Low
Income
Incentives
TECH Layered
Incentives*
Split or Rooftop HP - individual apt. $1,000 $2,000 $2,000 PTHP, SPVHP, unitary through the
wall - individual apt.
$250 $500 $500
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$500 $1,000 $1,000
HP HVAC - multiple apts. $500 $1,000 $1,000
Split or Rooftop HP - common area $900 $1,800 $1,800
PTHP, SPVHP, unitary through the
wall - common area
$150 $300 $300
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$400 $800 $800
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
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Exhibit B: Payment Terms
Incentive Reimbursement
Consultant will pay incentives and be reimbursed by CCCE to simplify payment process. Consultant will provide invoices with details of incentive payments as well as fixed price and performance payments in an agreed upon between Consultant and CCCE. Invoices will be submitted to CCCE by the 15th of each month.
Budget
Consultant will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area, 2) coordination with additional TECH activities, and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 10% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and satisfactory demonstration of completed activities 1 – 3 above. Table 6 below provides the key performance indicators and budget for the Program.
Table 5: Budget and Participation Estimates
Key Metric Total
Estimated HP HVAC Units 667
Estimated HPWH Units 400
Incentive Reimbursement $1,600,000
Total Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 6. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.
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These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed through agreement with both parties and documented in email.
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).
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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
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 -- 3CE, CONTRACTOR, and any staff, employees, or sub consultants contracted by 3CE 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 3CE 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 3CE on a quarterly basis.
4. Any discovery of any unauthorized release of Covered Information must be reported to 3CE 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 3CE’s Dir. of Finance and Administration (or another executive manager) immediately.
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2. CONTRACTOR will quantify and validate the type and extent of unauthorized release and report that information to 3CE’s Dir. of Finance and Administration in writing with sufficient detail for 3CE 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 3CE’s Dir. of Finance and Administration for their consideration.
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DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 1 AMENDMENT NO. 1
TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND
CENTRAL COAST COMMUNITY ENERGY
This Amendment No.1 to the Services Agreement (“Agreement”) which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”); (CCCE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:
RECITALS
WHEREAS, CCCE and CONTRACTOR entered into the Agreement on March 11, 2022, to provide goods and/or services generally described as services to implement a Residential Electrification Program (“Program”) for CCCE customers; and WHEREAS, CCCE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining CCCE incentive funds with state incentive funds; and
WHEREAS, due to high demand, in May 2022, TECH Clean California Initiative funds became either fully reserved or substantially reserved throughout CCCE’s service area, impacting the Program’s ability to provide CCCE customers with incentives at the desired levels to accelerate electrification; and
WHEREAS, CCCE seeks to extend the term of the Agreement to September 30, 2023; and
WHEREAS, without changing the Not to Exceed amount of the Agreement, CCCE seeks to supplement incentive funds that were offered under the TECH Clean California Initiative to allow building electrification incentives to remain unchanged for CCCE customers.
AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:
The Agreement is hereby amended on the terms and conditions as set forth in the Agreement, except as specifically set forth below.
1. Amend the first sentence of Section 3.1 to read as follows:
EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B
DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 2 The term of this Agreement is from the date of execution until September 30th, 2023, unless sooner terminated pursuant to the terms of this Agreement.
2. Replace Exhibit A with Exhibit A-1, attached and incorporated herein.
3. Replace Exhibit B with Exhibit B-1, attached and incorporated herein.
4. Except as provided herein, all remaining terms, conditions and provisions of the Agreement are unchanged and unaffected by this Amendment No. 1 and shall continue in full force and effect.
5. A copy of this Amendment No. 1 shall be attached to the Original Agreement.
6. This Amendment No. 1 shall be effective when signed by both parties.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.
Cohen Ventures, Inc. Central Coast Community Energy
BY:
Title: Associate Director
BY:
Tom Habashi, CEO
Date: 8/2/2022 | 8:19 AM PDT Date:
Approved as to Form
BY:
Brian Kimball, General Counsel
Date:
Approved as to Financial Terms
BY:
Jaya Bajpai, Chief Financial Officer
Date:
EP-2022-013
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8/15/2022
8/15/2022
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Exhibit A-1: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with CCCE to develop, implement, and manage the CCCE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing CCCE’s interests with third parties and participating contractors. CONTRACTOR will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.
Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.
CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by CCCE. These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and CONTRACTOR.
Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. CONTRACTOR will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.
Deliverables:
• Raw data provided ad hoc.
Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. CONTRACTOR will work with contractors to create EP-2022-013
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installs in CCCE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.
Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.
CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.
CONTRACTOR will process applications, conduct QA/QC, and pay incentives for CCCE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both CCCE and additional incentives into a single check paid to participants to simplify the payment process.
Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives. • Processing and Payment of CCCE Incentive applications.
Table 1: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE service area and are subject to change based on CCCE’s discretion. The CCCE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.
EP-2022-013
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Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a gas or propane HVAC to all-electric HPHVAC.
Table 2: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type* Size Category Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
Unitary Split Baseline HP Replacement $2,500
System and
mini/multi- < 5.4 tons Ducted 1 16.0 SEER 9.5 $3,000
split 2 18.0 SEER 10.0 $3,500
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application.
The Program will provide an added incentive to income qualified applicants installing a HVAC measure.
The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.
Table 3: Income Qualified Kicker - HPHVAC
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a gas or propane water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive.
Table 4: Heat Pump Water Heater Incentives
Previous WH Fuel
Type HPWH Capacity
CCCE
Incentive
per Unit
Natural Gas/Propane < 55 Gallons $3,300
> 55 Gallons $3,800
The Program will provide an added incentive to income qualified applicants installing HPWH measure.
The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.
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Table 5: Income Qualified Kicker - HPWH
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
Table 6: Panel Upgrade and Replacement Incentives
Measure Category
CCCE
Incentive per
Unit
Panel upgrade $2,000
Multi-Family Incentives
Gas to Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.
Table 7: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives per Unit
Low Income
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
non HPWH to HPWH - central $1,800 $2,400
upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electricalservice
upgrade* $2,000 $2,800
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
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Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.
Table 8: Multifamily Unit HP HVAC Incentives
Measure Market Rate Incentives
per Unit
Low Income
Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area $450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electricalservice upgrade $2,000 $2,800
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
TECH Clean California Data Sharing
CCCE acknowledges and agrees that over the course of CONTRACTOR carrying out its obligations under this agreement, customer program participation data may need to be disclosed to CONTRACTOR’S subcontractors and representatives carrying out their obligations under the TECH Clean California program. In its agreements with subcontractors and representatives, CONTRACTOR will require the same adherence to all confidentiality and data security measures described by this Agreement, including Section 10. Record and Confidentiality and Exhibit C: Procedures for Release of Covered Information. CONTRACTOR is solely responsible for any breach or non-compliance of these terms by its TECH Clean California subcontractors or CONTRACTOR representatives in safeguarding confidential information in accordance with this Agreement.
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Exhibit B-1: Payment Terms
Incentive Reimbursement
CONTRACTOR will pay incentives and be reimbursed by CCCE to simplify payment process.
CONTRACTOR will provide invoices with details of incentive payments as well as fixed price and performance payments in a format required by CCCE. Invoices will be submitted to CCCE by the 15th of each month.
Budget
CONTRACTOR will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area; 2) coordination with additional TECH Clean California Initiative activities, including but not limited to contractor outreach, contractor training, vendor engagement, data analysis, data reporting, marketing, and pilot activities; and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 7% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and demonstration of completed activities 1 – 3 above, deemed satisfactory by CCCE. Tables 1 and 2 below provide a breakdown of the budget and budget thresholds for each building type.
Table 1: Budget Breakdown
Expense Type Total
Incentive Reimbursement $1,600,000
Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 2. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.
These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed at CCCE's discretion and documented in email.
EP-2022-013
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Amendment No. 2 To Agreement Between Energy Solutions and 3CE 1 AMENDMENT NO. 2
TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND
CENTRAL COAST COMMUNITY ENERGY
This Amendment No.2 to the Services Agreement (“Agreement”) which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”); (CCCE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:
RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of a residential electrification program (“Program”); and
WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining CCCE incentive funds with state incentive funds; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022; and
WHEREAS, without changing the Not to Exceed amount of the Agreement, 3CE and CONTRACTOR seek to extend the term of the Agreement to September 30, 2024; and WHEREAS, 3CE seeks to further support victims of declared natural disasters by providing enhanced incentives through the Electrify Your Home Program; and WHEREAS, 3CE seeks to leverage State funding available through the Self Generation Incentive Program to further support customers who choose to participate in Demand Response programs.
AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:
1. Amend the first sentence of Section 3.1 to read as follows:
The term of this Agreement is from the date of execution until September 30th, 2024, unless sooner terminated pursuant to the terms of this Agreement.
2. Replace Exhibit A-1 with Exhibit A-2, attached and incorporated herein.
3. Except as provided herein, all remaining terms, conditions and provisions of the EP-2023-019
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
Amendment No. 2 To Agreement Between Energy Solutions and 3CE 2 Agreement Amendment No. 1 are unchanged and unaffected by this Amendment No. 2 and shall continue in full force and effect.
4. The terms and conditions in this Amendment No. 2 shall control over any inconsistent terms and conditions in the original Agreement and Amendment No. 1.
5. A copy of this Amendment No. 2 shall be attached to the Original Agreement.
6. This Amendment No. 2 shall be effective when signed by both parties.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.
Cohen Ventures, Inc. DBA Energy Solutions
BY:_________________________________
Samuel Cohen, President
Date: ____________________________
Central Coast Community Energy
BY:___________________________________
Robert M. Shaw, Chief Executive Officer
Date: ____________________________
Approved as to Form
BY:___________________________________
Charles McKee, General Counsel
Date: ____________________________
Approved as to Financial Terms
BY:__________________________________
Dewayne Woods, Chief Financial Officer
Date: ____________________________
EP-2023-019
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 8/17/2023
8/24/2023
8/24/2023
8/24/2023
8/14/2023 3 Contract Number: EP-2023-019_
Exhibit A-2: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with CCCE to develop, implement, and manage the CCCE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing CCCE’s interests with third parties and participating contractors. CONTRACTOR will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.
Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.
CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by CCCE. These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and CONTRACTOR.
Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. CONTRACTOR will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.
Deliverables:
• Raw data provided ad hoc.
Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. CONTRACTOR will work with contractors to create DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
8/14/2023 4 Contract Number: EP-2023-019_
installs in CCCE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.
Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.
CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.
CONTRACTOR will process applications, conduct QA/QC, and pay incentives for CCCE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both CCCE and additional incentives into a single check paid to participants to simplify the payment process.
Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives. • Processing and Payment of CCCE Incentive applications.
Table 1: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE service area and are subject to change based on CCCE’s discretion. The CCCE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
8/14/2023 5 Contract Number: EP-2023-019_
Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a gas or propane HVAC to all-electric HPHVAC.
Table 2: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type* Size Category Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
Unitary Split
System and
mini/multi-split
< 5.4 tons Ducted
Baseline HP Replacement $2,500
1 16.0 SEER 9.5 $3,000
2 18.0 SEER 10.0 $3,500
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application.
The Program will provide an added incentive to income qualified applicants installing a HVAC measure.
The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.
Table 3: Income Qualified Kicker - HPHVAC
Measure Qualifier
CCCE
Incentive
per Unit
Income Qualified Kicker CARE/FERA enrollment $1,000
The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to Contractor they are located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in or after February 2023, (b) Contractor passes this information on to 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.
Table 4: Equipment Replacement Disaster Kicker - HPHVAC Measure Qualifier
CCCE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPHVAC
Damage to home resulting
from declared natural
disaster
$3,000
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
8/14/2023 6 Contract Number: EP-2023-019_
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a gas or propane water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. For projects that leverage incentive funding from the California Public Utility Commission’s Self Generation Incentive Program (SGIP) under CPUC Decision 22-04-036, 3CE will provide a reduced incentive amount that can be combined with SGIP funds. Table 5: Heat Pump Water Heater Incentives
Previous WH Fuel Type HPWH Capacity
CCCE
Incentive per
Unit
CCCE
Incentive per
Unit for
Projects that
Leverage SGIP
funding
Natural Gas/Propane
< 55 Gallons $3,300 $1,500
> 55 Gallons $3,800 $1,500
The Program will provide added incentive for income qualified residential customers installing HPWH measures. The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.Table 6: Income Qualified Kicker - HPWH Measure Qualifier
CCCE
Incentive
per Unit
Income Qualified Kicker CARE/FERA enrollment $1,000
The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to 3CE or Contractor a project is located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later and (b) Contractor passes this information onto 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.
Table 7: Equipment Replacement Disaster Kicker - HPWH
Measure Qualifier
CCCE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPWH
Damage to home resulting
from declared natural
disaster
$1,000
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
8/14/2023 7 Contract Number: EP-2023-019_
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
Table 8: Panel Upgrade and Replacement Incentives
Measure Category
CCCE
Incentive per
Unit
Panel upgrade $2,000
Multi-Family Incentives
Gas to Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.
Table 9: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives per Unit
Income
Qualified
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
Upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
Non HPWH to HPWH - central $1,800 $2,400
Upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electrical service
upgrade* $2,000 $2,800
Disaster Replacement Kicker** $1,000 $1,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
8/14/2023 8 Contract Number: EP-2023-019_
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.
Table 10: Multifamily Unit HP HVAC Incentives
Measure Market Rate Incentives
per Unit
Income
Qualified
Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area
$450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electrical service upgrade $2,000 $2,800
Disaster Replacement Kicker** $2,000 $2,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.
TECH Clean California Data Sharing
CCCE acknowledges and agrees that over the course of CONTRACTOR carrying out its obligations under this agreement, customer program participation data may need to be disclosed to CONTRACTOR’S subcontractors and representatives carrying out their obligations under the TECH Clean California program. In its agreements with subcontractors and representatives, CONTRACTOR will require the same adherence to all confidentiality and data security measures described by this Agreement, including Section 10. Record and Confidentiality and Exhibit C: Procedures for Release of Covered Information.
CONTRACTOR is solely responsible for any breach or non-compliance of these terms by its TECH Clean California subcontractors or CONTRACTOR representatives in safeguarding confidential information in accordance with this Agreement.
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 1 AMENDMENT NO. 1
TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND
CENTRAL COAST COMMUNITY ENERGY
This Amendment No.1 to the Services Agreement (“Agreement”) which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”); (CCCE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:
RECITALS
WHEREAS, CCCE and CONTRACTOR entered into the Agreement on March 11, 2022, to provide goods and/or services generally described as services to implement a Residential Electrification Program (“Program”) for CCCE customers; and WHEREAS, CCCE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining CCCE incentive funds with state incentive funds; and
WHEREAS, due to high demand, in May 2022, TECH Clean California Initiative funds became either fully reserved or substantially reserved throughout CCCE’s service area, impacting the Program’s ability to provide CCCE customers with incentives at the desired levels to accelerate electrification; and
WHEREAS, CCCE seeks to extend the term of the Agreement to September 30, 2023; and
WHEREAS, without changing the Not to Exceed amount of the Agreement, CCCE seeks to supplement incentive funds that were offered under the TECH Clean California Initiative to allow building electrification incentives to remain unchanged for CCCE customers.
AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:
The Agreement is hereby amended on the terms and conditions as set forth in the Agreement, except as specifically set forth below.
1. Amend the first sentence of Section 3.1 to read as follows:
EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 2 The term of this Agreement is from the date of execution until September 30th, 2023, unless sooner terminated pursuant to the terms of this Agreement.
2. Replace Exhibit A with Exhibit A-1, attached and incorporated herein.
3. Replace Exhibit B with Exhibit B-1, attached and incorporated herein.
4. Except as provided herein, all remaining terms, conditions and provisions of the Agreement are unchanged and unaffected by this Amendment No. 1 and shall continue in full force and effect.
5. A copy of this Amendment No. 1 shall be attached to the Original Agreement.
6. This Amendment No. 1 shall be effective when signed by both parties.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.
Cohen Ventures, Inc. Central Coast Community Energy
BY:
Title: Associate Director
BY:
Tom Habashi, CEO
Date: 8/2/2022 | 8:19 AM PDT Date:
Approved as to Form
BY:
Brian Kimball, General Counsel
Date:
Approved as to Financial Terms
BY:
Jaya Bajpai, Chief Financial Officer
Date:
EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B 8/15/2022
8/15/2022
8/15/2022
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 3 Contract Number:
Exhibit A-1: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with CCCE to develop, implement, and manage the CCCE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing CCCE’s interests with third parties and participating contractors. CONTRACTOR will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.
Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.
CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by CCCE. These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and CONTRACTOR.
Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. CONTRACTOR will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.
Deliverables:
• Raw data provided ad hoc.
Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. CONTRACTOR will work with contractors to create EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 4 Contract Number:
installs in CCCE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.
Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.
CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.
CONTRACTOR will process applications, conduct QA/QC, and pay incentives for CCCE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both CCCE and additional incentives into a single check paid to participants to simplify the payment process.
Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives. • Processing and Payment of CCCE Incentive applications.
Table 1: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE service area and are subject to change based on CCCE’s discretion. The CCCE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.
EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 5 Contract Number:
Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a gas or propane HVAC to all-electric HPHVAC.
Table 2: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type* Size Category Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
Unitary Split Baseline HP Replacement $2,500
System and
mini/multi- < 5.4 tons Ducted 1 16.0 SEER 9.5 $3,000
split 2 18.0 SEER 10.0 $3,500
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application.
The Program will provide an added incentive to income qualified applicants installing a HVAC measure.
The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.
Table 3: Income Qualified Kicker - HPHVAC
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a gas or propane water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive.
Table 4: Heat Pump Water Heater Incentives
Previous WH Fuel
Type HPWH Capacity
CCCE
Incentive
per Unit
Natural Gas/Propane < 55 Gallons $3,300
> 55 Gallons $3,800
The Program will provide an added incentive to income qualified applicants installing HPWH measure.
The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.
EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 6 Contract Number:
Table 5: Income Qualified Kicker - HPWH
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
Table 6: Panel Upgrade and Replacement Incentives
Measure Category
CCCE
Incentive per
Unit
Panel upgrade $2,000
Multi-Family Incentives
Gas to Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.
Table 7: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives per Unit
Low Income
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
non HPWH to HPWH - central $1,800 $2,400
upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electricalservice
upgrade* $2,000 $2,800
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 7 Contract Number:
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.
Table 8: Multifamily Unit HP HVAC Incentives
Measure Market Rate Incentives
per Unit
Low Income
Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area $450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electricalservice upgrade $2,000 $2,800
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
TECH Clean California Data Sharing
CCCE acknowledges and agrees that over the course of CONTRACTOR carrying out its obligations under this agreement, customer program participation data may need to be disclosed to CONTRACTOR’S subcontractors and representatives carrying out their obligations under the TECH Clean California program. In its agreements with subcontractors and representatives, CONTRACTOR will require the same adherence to all confidentiality and data security measures described by this Agreement, including Section 10. Record and Confidentiality and Exhibit C: Procedures for Release of Covered Information. CONTRACTOR is solely responsible for any breach or non-compliance of these terms by its TECH Clean California subcontractors or CONTRACTOR representatives in safeguarding confidential information in accordance with this Agreement.
EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 8 Contract Number:
Exhibit B-1: Payment Terms
Incentive Reimbursement
CONTRACTOR will pay incentives and be reimbursed by CCCE to simplify payment process.
CONTRACTOR will provide invoices with details of incentive payments as well as fixed price and performance payments in a format required by CCCE. Invoices will be submitted to CCCE by the 15th of each month.
Budget
CONTRACTOR will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area; 2) coordination with additional TECH Clean California Initiative activities, including but not limited to contractor outreach, contractor training, vendor engagement, data analysis, data reporting, marketing, and pilot activities; and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 7% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and demonstration of completed activities 1 – 3 above, deemed satisfactory by CCCE. Tables 1 and 2 below provide a breakdown of the budget and budget thresholds for each building type.
Table 1: Budget Breakdown
Expense Type Total
Incentive Reimbursement $1,600,000
Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 2. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.
These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed at CCCE's discretion and documented in email.
EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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CENTRAL COAST COMMUNITY ENERGY
STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”), a California corporation with its principal place of business located at 449 15th Street, Suite 400, Oakland, CA . 3CE 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. 3CE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibits A in conformity with the terms of this Agreement. The goods and/or services are generally described as services to implement a Residential Electrification Program for CCCE customers.
2. PAYMENT PROVISIONS
2.1. 3CE 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 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $1,760,000.00.
3. TERM OF AGREEMENT
3.1. The term of this Agreement is from the date of execution until September 30th, 2022, 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 3CE, with 3CE’s execution to be last in time.
CONTRACTOR may not commence work under this Agreement before 3CE signs this Agreement.
3.2. 3CE 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:
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 DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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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 3CE or immediate family of an employee of 3CE.
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 3CE 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. 3CE 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 3CE and the CONTRACTOR.
6.3. Invoices shall be submitted monthly on a form acceptable to 3CE and provide sufficient detail, as determined by 3CE, of services rendered for the invoiced period.
6.4. 3CE shall certify the invoice for payment in either the amount requested, or in such other amount as 3CE determines is due in conformity with this Agreement. Invoices shall be certified and paid within 45 days of submission to 3CE.
7. TERMINATION
7.1. During the term of this Agreement, 3CE 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. Either Party may provide notice to the breaching Party of the non-breaching Party’s intent to cancel and terminate this Agreement for Good Cause (defined below). Termination shall occur DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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if the Parties fail to agree on a plan for the breaching Party to cure within fifteen (15) days of the breaching Party’s receipt of such notice. “Good Cause” includes the failure of CONTRACTOR to perform the required services at the time and in the manner provided under this Agreement, or failure for 3CE to render payment for completed services following CONTRACTOR’s written demand for payment, in accordance with Exhibit B – Payment Conditions. If either Party terminates this Agreement for Good Cause, 3CE may be relieved of payment for work not performed and 3CE may proceed with the work in any manner, which 3CE deems proper.
8. INDEMNIFICATION
8.1. CONTRACTOR shall indemnify, defend, and hold harmless 3CE, 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 3CE. It is the intent of the parties to this Agreement to provide the broadest possible coverage for 3CE. The CONTRACTOR shall reimburse 3CE 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 3CE 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 3CE.
8.1.2.Notwithstanding any other provision of this Agreement, 3CE 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 3CE.
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.
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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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 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 3CE, 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 3CE 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. “Confidential Information” is defined as certain confidential, secret and proprietary information, disclosed either orally or in writing or in printed, graphic or electronically recorded materials, records, data, specifications, formulas, technology, inventions, devices, products, methods, know-how, processes, financial data, specific client data and requirements, client and potential client lists, information concerning each Parties employees, agents or divisions, pricing information, and other trade secrets which have been or will be developed and owned by either of the Parties or their respective client(s).
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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 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. The Parties and their respective 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. A Party receiving Confidential Information (the “Receiving Party”) shall not disclose any confidential records or other Confidential Information received from the other Party (the “Disclosing Party”) or prepared in connection with the performance of this Agreement, unless the Disclosing Party specifically permits the Receiving Party to disclose such records or information. The Receiving Party shall promptly transmit to 3CE any and all requests for disclosure of any such confidential records or Confidential Information. The Receiving Party shall not use any Confidential Information gained by the Receiving Party in the performance of this Agreement except for the sole purpose of carrying out the Receiving Party’s obligations under this Agreement.
10.3. Upon expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party any Disclosing Party records which the Receiving Party used or received from the Disclosing Party to perform services under this Agreement.
10.4. 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.
10.5. 3CE 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 3CE or as part of any audit of 3CE, 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.
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10.6. CONTRACTOR shall not publish any and all original computer programs, writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature without the prior written approval of 3CE.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 “Iris Platform” is defined as the Iris online software and associated data, owned and maintained by CONTRACTOR and provided as a part of the services to 3CE under this Agreement, that functions as an incentive processing and program reporting platform for 3CE’s customers and other third parties.
11.2 Intellectual Property Rights to the Iris Platform. All right, title, and interest in and to the Iris Platform (including without limitation all intellectual property rights therein) and all modifications, improvements, extensions, customizations, scripts or other definitive works of the Iris Platform provided or developed by the CONTRACTOR, whether prior to or during the Term of this Agreement, are and shall remain at all times solely vested in the CONTRACTOR. The Iris Platform was developed in its entirety by CONTRACTOR prior to the term of this Agreement, is the sole and exclusive property of CONTRACTOR, and CONTRACTOR retains all intellectual property rights thereto, including but not limited to copyrights (including all registrations and applications therefor), trade secrets, service marks, trademarks, trade names, trade dress, trademark applications and registrations, internet domain names, and all other proprietary and intellectual property rights, including moral rights.
Use of the Iris Platform by 3CE, its customers or any third party as part of the services shall not convey any rights of ownership to the Iris Platform, express or implied, including any intellectual property rights thereto, to any such party. During the term of this Agreement, CONTRACTOR grants to 3CE a non-exclusive, non-assignable, royalty-free, worldwide limited right to access and use the Iris Platform in connection with the services. Except as expressly provided herein, Company agrees not to assign, sublicense, transfer, copy, reproduce, distribute, republish, display, post or transmit in any form or by any means, any part of the Iris Platform to any third party. 3CE agrees not to access the Iris Platform by any means other than through the interfaces that are provided by CONTRACTOR.
Notwithstanding any conflicting terms of this Agreement, the Iris Platform and any and all works, expressions, inventions, ideas, discoveries, improvements and developments made to the Iris Platform by any person during the term of this Agreement, are explicitly excluded as "work for hire" pursuant to this Agreement.
Any data provided by 3CE to CONTRACTOR on the Iris Platform remains the property of 3CE and, upon request, shall be exported and/or deleted from the Iris Platform.
11.3 Iris Platform Terms of Use. All users of the Iris Platform shall be required to comply with the Iris Platform's standard Terms of Use, including 3CE employees who accesses the Iris Platform in connection DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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with the services; provided, however, that if any Terms of Use applicable to 3CE employees conflict with any provisions of this Agreement, with respect to 3CE's use of the Iris Platform in connection with the services, the provision of this Agreement shall control.
12. NON-DISCRIMINATION
12.1. 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 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.
13. INDEPENDENT CONTRACTOR
13.1. 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 3CE. No offer or obligation of permanent employment with 3CE and CONTRACTOR shall not become entitled by virtue of this Agreement to receive from 3CE 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 3CE harmless from any and all liability which 3CE may incur because of CONTRACTOR’s failure to pay such taxes.
14. NOTICES
14.1. Notices required under this Agreement shall be delivered personally, by email, or by first-class, postage pre-paid mail to 3CE and CONTRACTOR’S contract administrators at the addresses listed below. In the case of email, Notices are considered received upon the date of confirmation of receipt or read receipt:
Central Coast Community Energy CONTRACTOR
Chief Financial Officer Contract Services
70 Garden Court, Suite 300 449 15th Street, Suite 400
Monterey, Ca 93940 Oakland, CA 94612
Email: [email protected] Email: [email protected] DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
3/9/2022 8 Contract Number: ______________
15. MISCELLANEOUS PROVISIONS
15.1. 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.
15.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by CCCE and the CONTRACTOR.
15.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by 3CE 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.
15.4. 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.
15.5. Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
15.6. 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 3CE None of the services covered by this Agreement shall be subcontracted without the prior written approval of 3CE. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this Agreement.
15.7. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of 3CE 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.
15.8. Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement.
15.9. Headings. The headings are for convenience only and shall not be used to interpret the terms of this Agreement.
15.10. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
15.11. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California.
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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15.12. Non-exclusive Agreement. This Agreement is non-exclusive and both 3CE and CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.
15.13. Construction of Agreement. 3CE 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.
15.14. 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.
15.15. Authority. Any individual executing this Agreement on behalf of 3CE 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.
15.16. Integration. This Agreement, including the exhibits, represent the entire Agreement between 3CE 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 3CE and the CONTRACTOR as of the effective date of this Agreement, which is the date that 3CE signs the Agreement.
15.17. 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.
Energy Solutions Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Title:_____________________________ Tom Habashi, CEO
Date: ____________________________ Date: ____________________________ Approved as to Form
BY:______________________________________
Brian Kimball, General Counsel
Date: ____________________________
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Director, Energy Efficiency
3/9/2022
3/11/2022
3/11/2022
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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Approved as to Financial Terms
BY:______________________________________
Jaya Bajpai, Chief Financial Officer
Date: ____________________________
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B 3/10/2022
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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Exhibit A: Scope of Services
Task 1 - Program Administration
Consultant will collaborate with CCCE to develop, implement, and manage the Program with activities including, but not limited to program budget and tracking and representing CCCE’s interests with third parties and participating contractors. Consultant will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.
Activities:
• In Person meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
Consultant will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, our software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.
Consultant will prepare a monthly report with a summary of current participation and performance indicators that are determined by Consultant and approved by CCCE.
These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and Consultant.
Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. Consultant will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.
Deliverables:
• Raw data provided ad hoc.
Task 3 - Contractor Outreach
Consultant will leverage trade ally outreach efforts of TECH to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. Consultant will work with contractors to create installs in CCCE territory and provide support on how to submit applications through the DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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Incentive Clearinghouse. Contractors enrolled in TECH will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.
Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all TECH incentives. This feature will be used for statewide, pilot, and regional incentives offered by TECH, and will be essential to scale and integrate new initiatives as building electrification is more widely adopted. The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse is to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.
Consultant will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.
Consultant will pay process, QA/QC and pay incentives for CCCE on the clearinghouse. Payments to contractors will combine both CCCE and TECH incentives into a single check paid to participants to simplify the payment process.
Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives • Processing and Payment of CCCE Incentive applications.
Estimated Percentage of Time Per Task:
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Duration
Program duration is at the discretion of CCCE, but the current proposal assumes the program will run from July 1, 2022, through July 1st, 2025, or until the budget is spent.
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Program Incentives and Implementation
Incentive Plan
The below tables show the incentive values for HP HVAC and HPWH measures. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE territory.
Single Family Incentives
Heat Pump HVAC Measures
TECH plans to offer baseline incentives of $3,000 per unit to all Gas IOU customers in California. TECH is seeking to partner with other program administrators that want to provide incentives to support quicker adoption by supporting an enhanced incentive structure that offers up to $3,600 in additional incentives. Consultant proposes that CCCE funds $1,500 per HP HVAC installation, which will allow the TECH to provide complementary incentives for the installation of higher efficiency equipment with higher installation quality. These CCCE funded incentives will be paid by the Consultant and dispersed through the Incentive Clearinghouse with the TECH funds to provide a seamless experience to market actors.
Table 1: Unitary/Split System Heat Pump HVAC Incentives *Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
Table 2: Heat Pump HVAC Quality Installation Bonuses
Quality Installation Measure* Qualifier
CCCE
Incentive
per Unit
TECH
Incentive per
Unit**
Total
Incentive per
Unit
Manual J Completed Provide Calculations $0 $600 $600
Duct Testing and Sealing 5% Total leakage or less $0 $600 $600 Equipment
Type
Size
Category
Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
TECH
Incentive
per
Unit**
Total
Incentive
per Unit
Unitary Split
System and
mini/multi-split
< 5.4 tons Ducted
Baseline HP Replacement $1,500 $1,500 $3,000
1 16.0 SEER 9.5 $1,500 $2,400 $3,900
2 18.0 SEER 10.0 $1,500 $3,300 $4,800
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Field Measured Performance
(based on ASHRAE 221-2020)
Heating System Performance Ratio (HSPr)
or Cooling System Performance Ratio
(CSPr) = 80% or better
$0 $600 $600
*Incentives only available as add-on bonuses to heat pump installation. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
The HP HVAC measures are for gas to heat pump conversion scenarios only. In all cases, the applicant must show that the gas equipment has either been fully decommissioned or setup to run in emergency scenarios only. In addition, the HP HVAC incentives are based on heat pumps that provide full-home heating and cooling. The incentives are available in cases when the customer does not have previous cooling.
CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit.
Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit*
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Heat Pump Water Heater Measures
The Program will offer incentives for customers converting from a gas, propane, or electric resistance water heater to HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. Like the HP HVAC measures, TECH plans to offer baseline incentives for HPWH’s but will offer an enhanced incentive structure (up to a total of $6,600) for partners that want to provide incentives for these technologies. The enhanced incentive structure will support additional incentives for replacing electric resistance water heaters and for panel upgrades needed in conjunction with HPWH installations. Consultant proposes that CCCE offer $1,500 for gas to electric conversions. These incentives will be funded by CCCE and distributed by the Consultant with the complimentary TECH incentives. This contribution of funding enables TECH to offer complimentary incentives that are more attractive for replacing electric resistance replacement, and enable electric panel upgrades, overcoming a major barrier to many installations.
Table 3: Heat Pump Water Heater Incentives
Previous WH Fuel
Type HPWH Capacity
CCCE
Incentive
per Unit
TECH
Incentive
per Unit*
Total
Incentive
per Unit
Natural Gas/Propane
< 55 Gallons $1,500 $1,600 $3,100
> 55 Gallons $1,500 $2,300 $3,800
Electric resistance All $0 $1,500 $1,500
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
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Table 4: Panel Upgrade/Smart Load Center Incentives
Measure Category Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit**
Total
Incentive
per Unit
Panel upgrade Up to 200 amps
$1,000 $1,800 $2,800
Smart Load Center* None
*Incentives only available as add-on bonuses to heat pump water heater installation **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
The incentive rates for natural gas or propane to HPWH are differentiated to support upsizing HPWHs to ensure the units have capacity to run primarily in heat pump mode, while also having load available to shift out of peak demand periods.
TECH will offer panel upgrade incentives for customers sizing up to 200 amps or installing a smart load center if the smart load center increases the effective panel capacity to support the added electrical load from the HPWH.
CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Consultant will re-evaluate incentive levels and participation after the first year, 2022, to determine whether the incentive design should be updated to meet the needs of CCCE and TECH. The soon to be released 120-volt “plug-in” HPWHs will be eligible for the incentive amount associated with the previous water heater fuel type. Consultant may establish a future measure category specifically available for the 120-volt HPWHs once more data on unit install cost are collected.
Multi-Family Incentives
Multifamily incentives are proposed to be 50% of current TECH offering for market rate incentives and 100% of the TECH incentives for low income. These incentives reflect similar incentives offered by other Program Administrators in the state and can be layered directly with the TECH incentives. This format will ensure that there is little confusion with multifamily contractors.
Gas to Electric HPWH
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Measure CCCE Market Rate
Incentives
CCCE Low
Income
Incentives
TECH
Layered
Incentives*
Gas/propane to HPWH - unitary $700 $1,400 $1,400
upsizing kicker Gas/propane to
HPWH - unitary
$350 $700 $700
non HPWH to HPWH - central $600 $1,200 $1,200
upsizing kicker non HPWH to
HPWH - central
$300 $600 $600
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
Gas to Electric HP HVAC Incentives
Measure CCCE Market Rate
Incentives
CCCE Low
Income
Incentives
TECH Layered
Incentives*
Split or Rooftop HP - individual apt. $1,000 $2,000 $2,000 PTHP, SPVHP, unitary through the
wall - individual apt.
$250 $500 $500
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$500 $1,000 $1,000
HP HVAC - multiple apts. $500 $1,000 $1,000
Split or Rooftop HP - common area $900 $1,800 $1,800
PTHP, SPVHP, unitary through the
wall - common area
$150 $300 $300
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$400 $800 $800
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.
Energy Solutions will inform CCCE of any potential changes to TECH incentives.
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Exhibit B: Payment Terms
Incentive Reimbursement
Consultant will pay incentives and be reimbursed by CCCE to simplify payment process. Consultant will provide invoices with details of incentive payments as well as fixed price and performance payments in an agreed upon between Consultant and CCCE. Invoices will be submitted to CCCE by the 15th of each month.
Budget
Consultant will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area, 2) coordination with additional TECH activities, and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 10% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and satisfactory demonstration of completed activities 1 – 3 above. Table 6 below provides the key performance indicators and budget for the Program.
Table 5: Budget and Participation Estimates
Key Metric Total
Estimated HP HVAC Units 667
Estimated HPWH Units 400
Incentive Reimbursement $1,600,000
Total Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 6. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.
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These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed through agreement with both parties and documented in email.
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).
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0
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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
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 -- 3CE, CONTRACTOR, and any staff, employees, or sub consultants contracted by 3CE 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 3CE 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 3CE on a quarterly basis.
4. Any discovery of any unauthorized release of Covered Information must be reported to 3CE 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 3CE’s Dir. of Finance and Administration (or another executive manager) immediately.
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2. CONTRACTOR will quantify and validate the type and extent of unauthorized release and report that information to 3CE’s Dir. of Finance and Administration in writing with sufficient detail for 3CE 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 3CE’s Dir. of Finance and Administration for their consideration.
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DocuSign Envelope ID: F76999DD-B0E3-40C9-850B-AD41CA02CF33 Amendment No. 3 To Agreement Between Energy Solutions and 3CE 1 AMENDMENT NO. 3
TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND
CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 3 to the Services Agreement (“Agreement”) which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”); (3CE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:
RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of the Electrify Your Home Program (“Program”); and
WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining state incentive funds with the 3CE’s Program; and
WHEREAS, due to high demand, in May 2022, TECH Clean California Initiative funds became substantially reserved throughout CCCE’s service area, impacting the Program’s ability to provide CCCE customers with incentives at the desired levels to accelerate electrification; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022 to extend the Agreement, with no change to the Not to Exceed Amount, and to modify the Scope of Work to reflect changes in the TECH Clean California Initiative; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 2 to the Agreement on August 24, 2023 to extend the term of the Agreement to September 30, 2024, with no change to the Not to Exceed Amount, and to modify the Scope of Work to support victims of declared natural disasters and to more effectively leverage State Funds; and WHEREAS, in the Summer of 2023, the second release of TECH Clean California, combined with the Parties continued marketing and outreach efforts, and growing contractor participation led to rapid acceleration of Program applications, resulting in the substantial reservation of Program funds allowed under the contract; and WHEREAS, without changing the term of the Agreement, 3CE and CONTRACTOR seek to extend the Not to Exceed Amount of the Agreement by $1,500,000 for a total Not to Exceed Amount of $3,260,000 to further support building electrification and the DocuSign Envelope ID: 04EDE983-DB32-42B0-9231-2F12B0EDF8A9 DocuSign Envelope ID: 41EE1C8E-4470-4CA6-84F9-9E0D1871C8AC
DocuSign Envelope ID: F76999DD-B0E3-40C9-850B-AD41CA02CF33 Amendment No. 3 To Agreement Between Energy Solutions and 3CE 2 Electrify Your Home Program throughout Fiscal Year 2023-24.
AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:
1. Amend Section 2.1 to read as follows:
3CE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B-1, subject to the limitations set forth in this Agreement. The total amount payable by 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $3,260,000.00.
2. Amend Table 1: Budget Breakdown in Exhibit B-1 to read as follows:
Expense Type Total
Incentive Reimbursement $2,963,636
Administration Costs $296,634
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $246,364
Total Costs $3,260,000
3. The terms and conditions in this Amendment No. 3 shall control over any inconsistent terms and conditions in the original Agreement and Amendment No. 2.
4. A copy of this Amendment No. 3 shall be attached to the Original Agreement.
5. This Amendment No. 3 shall be effective when signed by both parties. [Signatures are on following page]
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DocuSign Envelope ID: F76999DD-B0E3-40C9-850B-AD41CA02CF33 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.
Energy Solutions Central Coast Community Energy
BY: BY:
Title:_Chief Operating Officer
Date: 10/25/2023 |_2:40 PM PDT
Robert M. Shaw, CEO
Date:
Approved as to Form
BY:
Charles McKee, General Counsel
Date:
Approved as to Financial Terms
BY:
Dewayne Woods, Chief Financial Officer
Date:
10/25/2023 3 Contract Number: EP-2023-024
DocuSign Envelope ID: 04EDE983-DB32-42B0-9231-2F12B0EDF8A9 10/26/2023
10/30/2023
DocuSign Envelope ID: 41EE1C8E-4470-4CA6-84F9-9E0D1871C8AC 11/8/2023
1 EP-2024-030
AMENDMENT NO. 4
TO SERVICES AGREEMENT BETWEEN COHEN VENTURES INC. dba Energy Solutions AND
CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 4 to the Services Agreement (“Agreement”), which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions, a California corporation (hereinafter “CONTRACTOR”); (3CE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:
RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of the Electrify Your Home Program in a not to exceed contract amount of $1,760,000 (“Program”), a copy of the Original Agreement, is attached to this Amendment as Exhibit D; and
WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining state incentive funds with the 3CE’s Program; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022 to extend the Agreement, with no change to the Not to Exceed Amount, and to modify the Scope of Work to reflect changes in the TECH Clean California Initiative. A copy of Amendment No. 1 is attached to this Amendment as Exhibit E; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 2 to the Agreement on August 24, 2023 to extend the term of the Agreement to September 30, 2024, with no change to the Not to Exceed Amount, and to modify the Scope of Work to support victims of declared natural disasters and to more effectively leverage State Funds. A copy of Amendment No. 2 is attached to this Amendment as Exhibit F; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 3 to the Agreement on November, 8, 2023 to increase the Not to Exceed Amount by $1,500,000 for a total not to exceed contract amount of $3,260,000 without changing the terms of the Agreement to allow the Electrify Your Home Program to continue through Fiscal Year 2023-24. A copy of Amendment No. 3 is attached to this Amendment as Exhibit G;
WHEREAS, 3CE now requires continued Electrify Your Home program implementation and enhanced customer engagement from CONTRACTOR in fiscal years (“FY”) 2024-2025, which will increase the total not to exceed amount by $565,000.00 for a total spend of $3,825,000, and extend the term of the agreement to January 31st, 2025.
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