2 EP-2024-030
AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations of this Amendment, the Parties agree to amend the Agreement as follows:
1. Amend section 2.1 Payment Provisions to read as follows:
2.1 CCCE 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 CCCE to CONTRACTOR under this Agreement shall not exceed (the “NTE”) the sum of $3,825,000.
2. Amend the first sentence of Section 3.1, as follows:
The term of this Agreement is from the date of execution until January 31st, 2025, unless sooner terminated pursuant to the terms of this Agreement.
3. Replace Exhibit A-2 with Exhibit A-3, attached and incorporated herein.
4. Amend Table 1: Budget Breakdown in Exhibit B-1 to read as follows:
Expense Type Total
Incentive Reimbursement $3,463,636
Administration Costs $361,364
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $296,364
Outreach Events* $15,000
Total Costs $3,825,000
*Outreach Event described in Scope of Work Task 3, which are beyond those support by TECH, will require written approval from 3CE.
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3 EP-2024-030
All provisions of the original agreement and subsequent amendments, except as modified by this Amendment No. 4, remain in full force and effect. In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision of the original agreement, the provisions of this Amendment No. 4 shall govern and control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 as of the date of last signature.
Cohen Ventures Inc. Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Chris Burmester, Chief Operating Officer Robert Shaw, Chief Executive Officer Date: ____________________________
Approved as to Form
BY:___________________________________
Marina Pantchenko, Deputy General Counsel
Date: ____________________________
Cohen Ventures Inc.
BY:__________________________________
Angela Rodriguez, Chief Financial Officer
Date: ____________________________ Date: ____________________________ Approved as to Financial Terms
BY:______________________________________
Dewayne Woods, Chief Financial Officer
Date: ____________________________
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C 8/2/2024
8/2/2024
Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 8/15/2024
8/26/2024
8/31/2024
4 EP-2024-030
Exhibit A-1: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with 3CE to develop, implement, and manage the 3CE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing 3CE’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 3CE 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 3CE’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 3CE.
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 3CE 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.
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
5 EP-2024-030
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 3CE territory are aware of the higher incentives sponsored by 3CE. CONTRACTOR will work with contractors to create installs in 3CE 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 3CE program through an amendment to the TECH Trade Partner Participation Agreement.
Activities:
• Support for contractors who operate in 3CE’s service territory. Support includes, but is not limited to, email and phone correspondence to discuss program issues, email newsletter updates regarding program changes/updates, maintenance of contractor facing resources, and review as needed of 3CE developed contractor resources
• Organize and participate in up to 8 in-person Distributor and Manufacturer supported events to support contractor awareness and enrollment at a fixed cost of $2,500 - $4,500 per event, depending on size. Potential distributor partners include, but are not limited to: Ferguson, Slakey Brothers, Johnstone Supply, RSD and US Air Conditioning • Coordinate with 3CE’s Communication Team to Identify trade organizations supporting contractors along the Central Coast and organize and participate in-person or virtual events to inform their members about EYH
• Provide copywriting and messaging support for 3CE on direct to contractor mailers Deliverables:
• Report out of number of enrolled contractors as requested • Monthly outreach activity summary
• Post-event summary writeup that includes overview of the event, any materials created for the event, number of attendees, and any key takeaways
Tabel 1: Fixed Price Outreach Fee for events not support by TECH Event Type Cost Per Event Activities covered by Cost
Event with less than 100 projected
attendees
$2,500
• Pre-event prep time
• Travel and labor to
attend event for 1
consultant
• Material
development
Event with more than 100 projected
attendees $4,500 • Pre-event prep time
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
6 EP-2024-030
• Travel and labor to
attend event for 1
consultant and 1
coordinator
• Material
development
Total NTE $15,000
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 3CE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both 3CE and additional incentives into a single check paid to participants to simplify the payment process.
Activities:
• Configuration of Incentive Clearinghouse with 3CE incentives. • Processing and Payment of 3CE Incentive applications.
Table 2: 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. In cases where both TECH and 3CE are contributing to a measure, the base 3CE amount is listed in Table A while the combined TECH Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
7 EP-2024-030
and 3CE contributions are reflected in Table B. The incentives will be available throughout 3CE service area. Should TECH’s budget become depleted in any category, 3CE incentive contributions may increase up to the totals in Table B, upon 3CE discretion and written approval. The 3CE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.
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 non-electric HVAC to all-electric HPHVAC. Per the language in the Incentive Plan section, 3CE reserves the right to adjust the contribution up to the combined TECH and 3CE incentive listed in Table 3B.
Table 3A: Air Source Heat Pump HVAC Incentives, 3CE Base Contribution Equipment Type* Does the Customer
Have Previous AC?
What is being done with previous
furnace?
3CE Base
Contribution per
Unit
EnergySTAR Listed Air Source HP
HVAC with compressor types of
either Continuously Variable or 2-
stage
Yes Fully Decommissioned $1,500
No Fully Decommissioned $1,000
Yes Remains to be used as blower only $1,000
No Remains to be used as blower only $1,000
*Incentives available for installations providing full-home heating/cooling.
Table 3B: Air Source Heat Pump HVAC Incentives, Combined TECH and 3CE Incentive Equipment Type* Does the Customer
Have Previous AC?
What is being done with previous
furnace?
3CE and TECH
Combined
Incentive per Unit
EnergySTAR Listed Air Source HP
HVAC with compressor types of
either Continuously Variable or 2-
stage
Yes Fully Decommissioned $3,000
No Fully Decommissioned $2,000
Yes Remains to be used as blower only $2,000
No Remains to be used as blower only $2,000
*Incentives available for installations providing full-home heating/cooling.
The Program will provide an added incentive to income qualified applicants installing a HVAC measure.
The incentive is for customers below 150% AMI. The incentive is a flat rate of $1,000/project.
Qualification will be determined through the use of a customer income verification tool provided by TECH Clean California.
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
8 EP-2024-030
Table 4: Air Source Heat Pump Income Qualified Kicker
Measure Qualifier
3CE
Incentive
per
project
Income Qualified Kicker Below 150% AMI $1,000
The Program will provide added incentives for the installation of HP HVAC 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 5: Air Source Heat Pump Disaster Rebuild Kicker
Measure Qualifier
3CE
Incentive
per
Project
Equipment Replacement
Disaster Kicker - HPHVAC
Damage to home
resulting from
declared natural
disaster
$3,000
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a non-electric 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 layered with SGIP funds. There will be two pathways for 3CE customers to receive incentives – the Grid-Connected HPWH pathway that follows the SGIP rules, and the non-Connected HPWH that does not require demand response or TOU rate enrollment.
Grid-Connected Heat Pump Water Heater Incentives
This category is for customers who meet all of the following criteria: (1) Replace a non-electric unit with a HPWH with load-shifting capabilities; (2) Enroll in an eligible time-of-use rate; (3) Program HPWH to follow the time-of-use rate; and (4) Enroll in an eligible demand response (DR) program. A complete set Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
9 EP-2024-030
of installation requirements for TECH can be found here: https://frontierenergy-tech.my.site.com/contractorsupport/s/article/Heat-Pump-Water-Heater-Install-Requirements To qualify for equity rates, customers must be on a CARE/FERA rate.
Per the language in the Incentive Plan section, 3CE reserves the right to adjust the contribution up to the combined TECH and 3CE incentive listed in Tables 6B and 7B.
Table 6A: Grid-Connected HPWH Incentives, 3CE Base Contribution Previous Water Heater
Fuel Type
Customer’s
Electricity
Provider
Equity
Customer?
Installed HPWH
Capacity
(Gallons)
3CE Base
Contribution
per Unit
Natural
Gas/Propane/Other
PG&E
No
<55 1,500
>=55 1,500
Yes
<55 1,500
>=55 1,500
SCE
No
<55 1,500
>=55 1,500
Yes
<55 1,500
>=55 1,500
Table 6B: Grid-Connected HPWH Incentives, Combined TECH and 3CE Incentive Previous Water Heater
Fuel Type
Customer’s
Electricity
Provider
Equity
Customer?
Installed HPWH
Capacity
(Gallons)
TECH + 3CE
Combined
incentive per
unit
Natural
Gas/Propane/Other
PG&E
No
<55 $4,600
>=55 $5,300
Yes
<55 $5,685
>=55 $6,385
SCE
No
<55 $4,600
>=55 $5,300
Yes
<55 $5,685
>=55 $6,385
Table 7A: Grid-Connected HPWH Electrical and Pre-Electrification Kicker, 3CE Base Contribution Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
10 EP-2024-030
Incentive
Category Qualifier Equity Customer? 3CE Base Contribution Electrical/Pre-electrification
Please refer to the following article for a detailed list of eligible costs per customer segment:
https://frontierenergy-tech.my.site.com/contractorsupport/s/article/ElectricalPanel-Upgrades Yes $0
No $0
Table 7B: Grid-Connected HPWH Electrical and Pre-Electrification Kicker, Combined TECH and 3CE Incentive
Incentive
Category Qualifier Equity Customer?
TECH +
3CE
Combined
Incentive
Electrical/Pre-electrification
Please refer to the following article for a detailed list of eligible costs per customer segment:
https://frontierenergy-tech.my.site.com/contractorsupport/s/article/ElectricalPanel-Upgrades Yes $4,000*
No $0
*Capped at 100% of reported Electrical + Pre-Electrification costs Non-Connected HPWH Incentives
This category of incentive is for customers who do not want to meet the full requirements of the "Connected HPWH" Category. This category of incentives will be fully funded by 3CE without a contribution from TECH:
Table 8: Non-Connected HPWH Incentives
Previous WH Fuel
Type HPWH Capacity
3CE
Incentive
per Unit
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
11 EP-2024-030
Natural Gas/Propane
< 55 Gallons $3,300
> 55 Gallons $3,800
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 9: Non-Connected HPWH Incentives Income Qualified Kicker Measure Qualifier
3CE
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 10: Non-Connected HPWH Incentives Disaster Kicker - HPWH Measure Qualifier
3CE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPWH
Damage to home
resulting from
declared natural
disaster
$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 11: Panel Upgrade and Replacement Incentives
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
12 EP-2024-030
Measure Category
3CE
Incentive
per Unit
Panel upgrade $2,000*
*Customers pursuing a Grid-Connected HPWH will defer to the electrical and pre-electrification incentive structure listed in Table 6.
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 12: 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.
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 13: Multifamily Unit HP HVAC Incentives
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
13 EP-2024-030
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.
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 2 Contract Number: ______________
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 3 Contract Number: ______________
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 4 Contract Number: ______________
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).
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 5 Contract Number: ______________
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.
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 6 Contract Number: ______________
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 7 Contract Number: ______________
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 9 Contract Number: ______________
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 10 Contract Number: ______________
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 11 Contract Number: ______________
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 12 Contract Number: ______________
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.
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 13 Contract Number: ______________
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
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 14 Contract Number: ______________
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.
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 15 Contract Number: ______________
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
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 16 Contract Number: ______________
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.
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 17 Contract Number: ______________
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.
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 18 Contract Number: ______________
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 19 Contract Number: ______________
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.
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
3/9/2022 20 Contract Number: ______________
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.
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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]
DocuSign Envelope ID: 04EDE983-DB32-42B0-9231-2F12B0EDF8A9 DocuSign Envelope ID: 41EE1C8E-4470-4CA6-84F9-9E0D1871C8AC Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
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
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859
1 AMENDMENT NO. 5
TO SERVICES AGREEMENT BETWEEN COHEN VENTURES INC. dba Energy Solutions AND
CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 5 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”).
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.
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.
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.
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 4 to the Agreement on August, 31, 2024 to increase the Not to Exceed Amount by $565,000 for a total not to exceed contract amount of $3,825,000, and extend the term of the agreement to January 31, 2025 to allow the Electrify Your Home Program to continue operation into fiscal year (“FY”) 2024-2025 and enhance customer engagement.
WHEREAS, 3CE and CONTRACTOR seek continued Electrify Your Home Program implementation, which will increase the total not to exceed amount by $990,000 for a total agreement not to exceed amount of $4,815,000, and will extend the term of the agreement to September 30, 2025.
AGREEMENT
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
2 NOW, THEREFORE, in consideration of the mutual obligations of this Amendment, the Parties agree to amend the Agreement as follows:
1. Amend section 2.1 Payment Provisions to read as follows:
2.1 3CE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B-2, subject to the limitations set forth in this Agreement. The total amount payable by CCCE to CONTRACTOR under this Agreement shall not exceed (the “NTE”) the sum of $4,815,000.
2. Amend the first sentence of Section 3.1, as follows:
3.1 The term of this Agreement is from the date of execution until September 30st, 2025, unless sooner terminated pursuant to the terms of this Agreement.
3. Section 14.1, NOTICES, shall be revised as follows:
Notices required under this agreement shall be delivered personally, by email, or by first class, postage pre-paid mail to 3CE and CONTRACTORS contract administrators at the addresses listed below. In the case of email, NOTICES are considered received on the date of confirmation of receipt or read receipt:
Central Coast Community Energy CONTRACTOR
Christopher Cook Contract Services
70 Garden Ct. Suite 300 449 15th St Suite 400
Monterey, CA 93940 Oakland, CA 94612
Email: [email protected] Email: [email protected]
4. Exhibit B-1 shall be replaced with Exhibit B-2, attached.
5. A copy of this Amendment No. 5 shall be attached to the Original Agreement.
6. A copy of this Amendment No. 5 shall be effective upon the date of the last signature.
All provisions of the original agreement and subsequent amendments, except as modified by this Amendment No. 5, remain in full force and effect. In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision of the original agreement, the provisions of this Amendment No. 5 shall govern and control. [Signature page to follow.]
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
3 ______________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 as of the date of last signature.
Cohen Ventures Inc. Central Coast Community Energy
BY: BY:
Sam Cohen, President Robert Shaw, Chief Executive Officer Date: Date:
Cohen Ventures Inc.
BY:
Angela Rodriguez, Chief Financial Officer
Approved as to Form
BY:
Marina Pantchenko, Deputy General Counsel
Date: Date:
Approved as to Financial Terms
BY:
Dewayne Woods, Chief Financial Officer
Date
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E 10/31/2024 | 3:25 PM PDT
10/31/2024 | 2:36 PM PDT
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 2 EP-2024-030
Exhibit B-2: 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 $4,363,636
Administration Costs $451,364
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $386,364
Outreach Events* $15,000
Total Costs $4,815,000
*Outreach Event described in Scope of Work Task 3, which are beyond those support by TECH, will require written approval from 3CE.
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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 3 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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 4 EP-2024-030
AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations of this Amendment, the Parties agree to amend the Agreement as follows:
1. Amend section 2.1 Payment Provisions to read as follows:
2.1 CCCE 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 CCCE to CONTRACTOR under this Agreement shall not exceed (the “NTE”) the sum of $3,825,000.
2. Amend the first sentence of Section 3.1, as follows:
The term of this Agreement is from the date of execution until January 31st, 2025, unless sooner terminated pursuant to the terms of this Agreement.
3. Replace Exhibit A-2 with Exhibit A-3, attached and incorporated herein.
4. Amend Table 1: Budget Breakdown in Exhibit B-1 to read as follows:
Expense Type Total
Incentive Reimbursement $3,463,636
Administration Costs $361,364
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $296,364
Outreach Events* $15,000
Total Costs $3,825,000
*Outreach Event described in Scope of Work Task 3, which are beyond those support by TECH, will require written approval from 3CE.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 5 EP-2024-030
______________________
All provisions of the original agreement and subsequent amendments, except as modified by this Amendment No. 4, remain in full force and effect. In the event of any conflict, inconsistency, orincongruity between any provision of this Amendment and any provision of the original agreement, the provisions of this Amendment No. 4 shall govern and control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 as of the date of last signature.
Cohen Ventures Inc. Central Coast Community Energy
BY: BY:
Chris Burmester, Chief Operating Officer Robert Shaw, Chief Executive Officer Date: 8/2/2024 Date:
8/31/2024
Cohen Ventures Inc.
BY:
Angela Rodriguez, Chief Financial Officer
Approved as to Form
BY:
Marina Pantchenko, Deputy General Counsel
Date: 8/2/2024 Date:
8/15/2024
Approved as to Financial Terms
BY:
Dewayne Woods, Chief Financial Officer
8/26/2024
Date:
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 6 EP-2024-030
Exhibit A-1: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with 3CE to develop, implement, and manage the 3CE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing 3CE’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 3CE 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 3CE’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 3CE.
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 3CE 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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 7 EP-2024-030
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 3CE territory are aware of the higher incentives sponsored by 3CE. CONTRACTOR will work with contractors to create installs in 3CE 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 3CE program through an amendment to the TECH Trade Partner Participation Agreement.
Activities:
• Support for contractors who operate in 3CE’s service territory. Support includes, but is not limited to, email and phone correspondence to discuss program issues, email newsletter updates regarding program changes/updates, maintenance of contractor facing resources, and review as needed of 3CE developed contractor resources
• Organize and participate in up to 8 in-person Distributor and Manufacturer supported events to support contractor awareness and enrollment at a fixed cost of $2,500 - $4,500 per event, depending on size. Potential distributor partnersinclude, but are not limited to: Ferguson, Slakey Brothers, Johnstone Supply, RSD and US Air Conditioning • Coordinate with 3CE’s Communication Team to Identify trade organizations supporting contractors along the Central Coast and organize and participate in-person or virtual eventsto inform their members about EYH
• Provide copywriting and messaging support for 3CE on direct to contractor mailers Deliverables:
• Report out of number of enrolled contractors asrequested • Monthly outreach activity summary
• Post-event summary writeup that includes overview of the event, any materials created for the event, number of attendees, and any key takeaways
Tabel 1: Fixed Price Outreach Fee for events not support by TECH Event Type Cost Per Event Activities covered by Cost
Event with lessthan 100 projected
attendees
$2,500
• Pre-event prep time
• Travel and labor to
attend event for 1
consultant
• Material
development
Event with more than 100 projected
attendees $4,500 • Pre-event prep time
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 8 EP-2024-030
• Travel and laborto
attend event for 1
consultant and 1
coordinator
• Material
development
Total NTE $15,000
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 3CE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both 3CE and additional incentives into a single check paid to participants to simplify the payment process.
Activities:
• Configuration of Incentive Clearinghouse with 3CE incentives. • Processing and Payment of 3CE Incentive applications.
Table 2: 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. In cases where both TECH and 3CE are contributing to a measure, the base 3CE amount is listed in Table A while the combined TECH Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 9 EP-2024-030
and 3CE contributions are reflected in Table B. The incentives will be available throughout 3CE service area. Should TECH’s budget become depleted in any category, 3CE incentive contributions may increase up to the totals in Table B, upon 3CE discretion and written approval. The 3CE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.
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 non-electric HVAC to all-electric HPHVAC. Per the language in the Incentive Plan section, 3CE reserves the right to adjust the contribution up to the combined TECH and 3CE incentive listed in Table 3B.
Table 3A: Air Source Heat Pump HVAC Incentives, 3CE Base Contribution Equipment Type* Doesthe Customer
Have Previous AC?
What is being done with previous
furnace?
3CE Base
Contribution per
Unit
EnergySTAR Listed Air Source HP
HVAC with compressor types of
either Continuously Variable or 2-
stage
Yes Fully Decommissioned $1,500
No Fully Decommissioned $1,000
Yes Remains to be used as blower only $1,000
No Remains to be used as blower only $1,000
*Incentives available for installations providing full-home heating/cooling.
Table 3B: Air Source Heat Pump HVAC Incentives, Combined TECH and 3CE Incentive Equipment Type* Does the Customer
Have Previous AC?
What is being done with previous
furnace?
3CE and TECH
Combined
Incentive per Unit
EnergySTAR Listed Air Source HP
HVAC with compressor types of
either Continuously Variable or 2-
stage
Yes Fully Decommissioned $3,000
No Fully Decommissioned $2,000
Yes Remains to be used as blower only $2,000
No Remains to be used as blower only $2,000
*Incentives available for installations providing full-home heating/cooling.
The Program will provide an added incentive to income qualified applicants installing a HVAC measure.
The incentive is for customers below 150% AMI. The incentive is a flat rate of $1,000/project.
Qualification will be determined through the use of a customer income verification tool provided by TECH Clean California.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 10 EP-2024-030
Table 4: Air Source Heat Pump Income Qualified Kicker
Measure Qualifier
3CE
Incentive
per
project
Income Qualified Kicker Below 150% AMI $1,000
The Program will provide added incentives for the installation of HP HVAC 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 5: Air Source Heat Pump Disaster Rebuild Kicker
Measure Qualifier
3CE
Incentive
per
Project
Damage to home
Equipment Replacement
Disaster Kicker - HPHVAC
resulting from
declared natural $3,000
disaster
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a non-electric 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 layered with SGIP funds. There will be two pathways for 3CE customers to receive incentives – the Grid-Connected HPWH pathway that follows the SGIP rules, and the non-Connected HPWH that does not require demand response or TOU rate enrollment.
Grid-Connected Heat Pump Water HeaterIncentives
This category is for customers who meet all of the following criteria: (1) Replace a non-electric unit with a HPWH with load-shifting capabilities; (2) Enroll in an eligible time-of-use rate; (3) Program HPWH to follow the time-of-use rate; and (4) Enroll in an eligible demand response (DR) program. A complete set Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 11 EP-2024-030
of installation requirements for TECH can be found here: https://frontierenergy-tech.my.site.com/contractorsupport/s/article/Heat-Pump-Water-Heater-Install-Requirements To qualify for equity rates, customers must be on a CARE/FERA rate.
Per the language in the Incentive Plan section, 3CE reserves the right to adjust the contribution up to the combined TECH and 3CE incentive listed in Tables 6B and 7B.
Table 6A: Grid-Connected HPWH Incentives, 3CE Base Contribution Previous Water Heater
Fuel Type
Customer’s
Electricity
Provider
Equity
Customer?
Installed HPWH
Capacity
(Gallons)
3CE Base
Contribution
per Unit
Natural
Gas/Propane/Other
PG&E
No
<55 1,500
>=55 1,500
Yes
<55 1,500
>=55 1,500
SCE
No
<55 1,500
>=55 1,500
Yes
<55 1,500
>=55 1,500
Table 6B: Grid-Connected HPWH Incentives, Combined TECH and 3CE Incentive Previous Water Heater
Fuel Type
Customer’s
Electricity
Provider
Equity
Customer?
Installed HPWH
Capacity
(Gallons)
TECH + 3CE
Combined
incentive per
unit
Natural
Gas/Propane/Other
PG&E
No
<55 $4,600
>=55 $5,300
Yes
<55 $5,685
>=55 $6,385
SCE
No
<55 $4,600
>=55 $5,300
Yes
<55 $5,685
>=55 $6,385
Table 7A: Grid-Connected HPWH Electrical and Pre-Electrification Kicker, 3CE Base Contribution Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 12 EP-2024-030
Incentive
Category Qualifier Equity Customer? 3CE Base
Contribution
Electrical/Pre-electrification
Please refer to the following article for a detailed list of eligible costs per customer segment:
https://frontierenergy-tech.my.site.com/contractorsupport/s/article/ElectricalPanel-Upgrades Yes $0
No $0
Table 7B: Grid-Connected HPWH Electrical and Pre-Electrification Kicker, Combined TECH and 3CE Incentive
Incentive
Category Qualifier Equity Customer?
TECH +
3CE
Combined
Incentive
Electrical/Pre-electrification
Please refer to the following article for a detailed list of eligible costs per customer segment:
https://frontierenergy-tech.my.site.com/contractorsupport/s/article/ElectricalPanel-Upgrades Yes $4,000*
No $0
*Capped at 100% of reported Electrical + Pre-Electrification costs Non-Connected HPWH Incentives
This category of incentive is for customers who do not want to meet the full requirements of the "Connected HPWH" Category. This category of incentives will be fully funded by 3CE without a contribution from TECH:
Table 8: Non-Connected HPWH Incentives
Previous WH Fuel
Type HPWH Capacity
3CE
Incentive
per Unit
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 13 EP-2024-030
Natural Gas/Propane
< 55 Gallons $3,300
> 55 Gallons $3,800
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 9: Non-Connected HPWH Incentives Income Qualified Kicker Measure Qualifier
3CE
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 10: Non-Connected HPWH Incentives Disaster Kicker - HPWH Measure Qualifier
3CE
Incentive
per Unit
Damage to home
Equipment Replacement
Disaster Kicker - HPWH
resulting from
declared natural $1,000
disaster
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 11: Panel Upgrade and Replacement Incentives
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 14 EP-2024-030
Measure Category
3CE
Incentive
per Unit
Panel upgrade $2,000*
*Customers pursuing a Grid-Connected HPWH will defer to the electrical and pre-electrification incentive structure listed in Table 6.
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 12: 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/Electricalservice
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.
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 13: Multifamily Unit HP HVAC Incentives
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Docusign Docusign Envelope Envelope ID: B749D8B8 85B9FFE7-EC1A B25-4249EB2--BE2D A747-986EAF6D6B7C A4F9DFD05859 15 EP-2024-030
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/Electricalservice 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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign DocuSign DocuSign Docusign Docusign Envelope Envelope Envelope Envelope EnvelopeID: F76999DD ID: ID: B749D8B8 85B9FFE7 04EDE983 41EE1C8E--B0E3 -EC1A -B25 DB32 4470--40C9 -4CA6249 4EB2 420-850B -BE2D 9231 84F9 A747--AD41CA02CF33 -2F12B0EDF8A9 9E0D1871C8AC 986EAF6D6B7C A4F9DFD05859 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 Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign DocuSign DocuSign Docusign Docusign Envelope Envelope Envelope Envelope EnvelopeID: F76999DD ID: ID: B749D8B8 85B9FFE7 04EDE983 41EE1C8E--B0E3 -EC1A -B25 DB32 4470--40C9 -4CA6249 4EB2 420-850B -BE2D 9231 84F9 A747--AD41CA02CF33 -2F12B0EDF8A9 9E0D1871C8AC 986EAF6D6B7C A4F9DFD05859 Amendment No. 3 To Agreement Between Energy Solutions and 3CE 2 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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign DocuSign DocuSign Docusign Docusign Envelope Envelope Envelope Envelope EnvelopeID: F76999DD ID: ID: B749D8B8 85B9FFE7 04EDE983 41EE1C8E--B0E3 -EC1A -B25 DB32 4470--40C9 -4CA6249 4EB2 420-850B -BE2D 9231 84F9 A747--AD41CA02CF33 -2F12B0EDF8A9 9E0D1871C8AC 986EAF6D6B7C A4F9DFD05859 Amendment No. 3 To Agreement Between Energy Solutions and 3CE 3 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 asfollows:
3CE shall pay the CONTRACTOR in accordance with the payment provisionsset 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 asfollows:
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 conditionsin 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]
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign DocuSign DocuSign Docusign Docusign Envelope Envelope Envelope Envelope EnvelopeID:ID: ID:F76999DD B749D8B8 85B9FFE7 04EDE983 41EE1C8E--B0E3 -EC1A -B25 DB32 4470--40C9 -4CA6249 4EB2 420-850B -BE2D 9231 84F9 A747--AD41CA02CF33 -2F12B0EDF8A9 9E0D1871C8AC 986EAF6D6B7C A4F9DFD05859 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 Robert M. Shaw, CEO
Date: 10/25/2023 |_2:40 PM PDT Date: 11/8/2023
Approved as to Form
BY:
Charles McKee, General Counsel
Date: 10/26/2023
Approved as to Financial Terms
BY:
Dewayne Woods, Chief Financial Officer
Date: 10/30/2023
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 5 Contract Number:
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign DocuSign Docusign Docusign Envelope Envelope Envelope ID: Envelope ID: ID:8EE70542 B749D8B8 85B9FFE7 A7C3C8D0--67A7 EC1A B25 -7DAF-4684 -4249EB2 -423A-8D2 --BE2D -A747 95E2-D5F1608CC7F6 --986EAF6D6B7C A4F9DFD05859 3A470663F71B 8/1/2022 6 Contract Number: EP-2022-013
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 5FDA430E--EC1A B25 4DEC-4249EB2 -4E66--BE2D -A747 9B7E-986EAF6D6B7C A4F9DFD05859 -79B06528BBA0 EP-2023-019
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 Amendment No. 2 To Agreement Between Energy Solutions and 3CE 1 Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 5FDA430E--EC1A B25 4DEC-4249EB2 -4E66--BE2D -A747 9B7E-986EAF6D6B7C A4F9DFD05859 -79B06528BBA0 EP-2023-019
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
Central Coast Community Energy
BY:
Robert M. Shaw, Chief Executive Officer
Date: 8/17/2023 Date: 8/24/2023
Approved as to Form
BY:
Charles McKee, General Counsel
Date: 8/24/2023
Approved as to Financial Terms
BY:
Dewayne Woods, Chief Financial Officer
Date: 8/24/2023
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 5FDA430E--EC1A B25 4DEC-4249EB2 -4E66--BE2D -A747 9B7E-986EAF6D6B7C A4F9DFD05859 -79B06528BBA0 EP-2023-019
Amendment No. 2 To Agreement Between Energy Solutions and 3CE 2 Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 5FDA430E--EC1A B25 4DEC-4249EB2 -4E66--BE2D -A747 9B7E-986EAF6D6B7C A4F9DFD05859 -79B06528BBA0 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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 5FDA430E--EC1A B25 4DEC-4249EB2 -4E66--BE2D -A747 9B7E-986EAF6D6B7C A4F9DFD05859 -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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 5FDA430E--EC1A B25 4DEC-4249EB2 -4E66--BE2D -A747 9B7E-986EAF6D6B7C A4F9DFD05859 -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 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
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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 5FDA430E--EC1A B25 4DEC-4249EB2 -4E66--BE2D -A747 9B7E-986EAF6D6B7C A4F9DFD05859 -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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 5FDA430E--EC1A B25 4DEC-4249EB2 -4E66--BE2D -A747 9B7E-986EAF6D6B7C A4F9DFD05859 -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/Electricalservice
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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 5FDA430E--EC1A B25 4DEC-4249EB2 -4E66--BE2D -A747 9B7E-986EAF6D6B7C A4F9DFD05859 -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/Electricalservice 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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Envelope ID: DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID:8EE70542 B749D8B8 85B9FFE7 A7C3C8D0--67A7 EC1A B25 -7DAF-4684 -4249EB2 -423A-8D2 --BE2D -A747 95E2-D5F1608CC7F6 --986EAF6D6B7C A4F9DFD05859 3A470663F71B 2 EP-2022-013
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Envelope ID: DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID:8EE70542 B749D8B8 85B9FFE7 A7C3C8D0--67A7 EC1A B25 -7DAF-4684 -4249EB2 -423A-8D2 --BE2D -A747 95E2-D5F1608CC7F6 --986EAF6D6B7C A4F9DFD05859 3A470663F71B 3 EP-2022-013
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 eitherfully reserved orsubstantially 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:
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Envelope ID: DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID:8EE70542 B749D8B8 85B9FFE7 A7C3C8D0--67A7 EC1A B25 -7DAF-4684 -4249EB2 -423A-8D2 --BE2D -A747 95E2-D5F1608CC7F6 --986EAF6D6B7C A4F9DFD05859 3A470663F71B 4 EP-2022-013
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: 8/15/2022
Approved as to Form
BY:
Brian Kimball, General Counsel
Date: 8/15/2022
Approved asto Financial Terms
BY:
Jaya Bajpai, Chief Financial Officer
Date: 8/15/2022
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Envelope ID: DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID:8EE70542 B749D8B8 85B9FFE7 A7C3C8D0--67A7 EC1A B25 -7DAF-4684 -4249EB2 -423A-8D2 --BE2D -A747 95E2-D5F1608CC7F6 --986EAF6D6B7C A4F9DFD05859 3A470663F71B 8/1/2022 5 Contract Number: EP-2022-013
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 Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Envelope ID: DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID:8EE70542 B749D8B8 85B9FFE7 A7C3C8D0--67A7 EC1A B25 -7DAF-4684 -4249EB2 -423A-8D2 --BE2D -A747 95E2-D5F1608CC7F6 --986EAF6D6B7C A4F9DFD05859 3A470663F71B 8/1/2022 6 Contract Number: EP-2022-013
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 contractorsin 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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Envelope ID: DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID:8EE70542 B749D8B8 85B9FFE7 A7C3C8D0--67A7 EC1A B25 -7DAF-4684 -4249EB2 -423A-8D2 --BE2D -A747 95E2-D5F1608CC7F6 --986EAF6D6B7C A4F9DFD05859 3A470663F71B 8/1/2022 7 Contract Number: EP-2022-013
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
PreviousWHFuel
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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Envelope ID: DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID:8EE70542 B749D8B8 85B9FFE7 A7C3C8D0--67A7 EC1A B25 -7DAF-4684 -4249EB2 -423A-8D2 --BE2D -A747 95E2-D5F1608CC7F6 --986EAF6D6B7C A4F9DFD05859 3A470663F71B 8/1/2022 8 Contract Number: EP-2022-013
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
Gasto 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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Envelope ID: DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID:8EE70542 B749D8B8 85B9FFE7 A7C3C8D0--67A7 EC1A B25 -7DAF-4684 -4249EB2 -423A-8D2 --BE2D -A747 95E2-D5F1608CC7F6 --986EAF6D6B7C A4F9DFD05859 3A470663F71B 8/1/2022 9 Contract Number: EP-2022-013
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/Electrical service upgrade $2,000 $2,800
*Thisincludes 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.
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 Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 2 Contract Number:
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
*Includeslarge group single family projectssuch 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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 3 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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 4 Contract Number:
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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 5 Contract Number:
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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 6 Contract Number:
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).
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 7 Contract Number:
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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 8 Contract Number:
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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 9 Contract Number:
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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 10 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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 11 Contract Number:
_______________
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: Director, Energy Efficiency Tom Habashi, CEO
Date: 3/9/2022 Date: 3/11/2022
Approved as to Form
BY:
Brian Kimball, General Counsel
Date: 3/11/2022
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 12 Contract Number:
Approved as to Financial Terms
BY:
Jaya Bajpai, Chief Financial Officer
Date: 3/10/2022
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 13 Contract Number:
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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 14 Contract Number:
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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 15 Contract Number:
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 administratorsthat 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 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
*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 Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 16 Contract Number:
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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 17 Contract Number:
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
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 18 Contract Number:
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/Electricalservice 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/Electricalservice 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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 19 Contract Number:
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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 20 Contract Number:
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: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 21 Contract Number:
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.
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
DocuSign Docusign Docusign Envelope Envelope Envelope ID: ID: B749D8B8 85B9FFE7 D2DC84CA-EC1A B25 -DDED-4249EB2 -44EC--BE2D A747 -B04E-986EAF6D6B7C A4F9DFD05859 -3C8EFC07B99B 3/9/2022 22 Contract Number:
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
2. At least annually, CONTRACTOR will review these Procedures with its staff, employees, or sub consultants.
3. Any proposed changes to these Procedures shall be provided in writing to 3CE’s Dir. of Finance and Administration for their consideration.
10/25/2023 3 Contract Number: EP-2023-024
Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E
Staff Report Item 8
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Anamika Singh, Power Supply Analyst
SUBJECT: Adopt Resolution No. OB-2024-04 Attesting to the Veracity of 3CE’s 2023 Power Content Label
DATE: November 13, 2024
RECOMMENDATION:
This recommends the Operations Board of Directors consider adopting Resolution No. OB-2024-04 attesting to the veracity of 3CE's 2023 Power Content Label BACKGROUND:
California Public Utilities Code requires all retail sellers of electricity to disclose accurate, reliable, and simple-to-understand information on the sources of energy, and the associated emissions of greenhouse gasses, which are used to provide electric services. (Pub. Util. Code section 398.4).
The disclosure and reporting requirements are implemented through the California Energy Commission’s (“CEC”) Power Source Disclosure (“PSD”) Program. Under the PSD Program, all retail sellers must provide customers with a Power Content Label (“PCL”) that disclosures the fuel mix and greenhouse gas emission intensity of each electricity portfolio sold in the previous calendar year. (20 Code Cal. Regs. section 1394.1). The PCL is a highly prescriptive reporting requirement that requires all load serving entities to utilize detailed accounting rules to report on retail sales (20 Code Cal. Regs. section 1393). The statutory amendments from Assembly Bill 242, set October 1 as the annual date that retail suppliers are required to post PCLs on their websites, however, software issues within the Western Renewable Energy Generation Information System (WREGIS) prompted the PSD program to postpone the 2023 PSD reporting due dates. Therefore, the CEC will consider 2023 PCLs posted on websites, provided to the CEC, and provided to customers in written promotional materials by January 31, 2025, as timely.
The applicable regulations allow a board of directors of a public agency to submit to “the Energy Commission an attestation of the veracity of each annual report and power content label for the previous year.” (Cal. Code Regs. tit. 20, section 1394.2(a)(2)).
DISCUSSION/ANALYSIS:
During the 2023 calendar year, 3CE delivered a portion of its electric energy supply from various Renewables Procurement Standard (RPS) eligible energy sources. Under its 3Cchoice product category,
30.5% of energy delivered to the community was sourced from RPS eligible sources and the remaining
69.5% is unspecified power, which comes from a variety of sources. Energy procured for 3CE 100% renewable product, 3Cprime, is sourced equally from solar and wind resources located in California.
While preparing 3CE’s 2023 PCL, staff performed a detailed review of all power purchases completed in the 2023 calendar year. The review of 3CE’s 2023 3Cchoice and 3Cprime product offerings included an inventory of all renewable energy transfers within 3CE’s WREGIS accounts and other pertinent transaction records.
In 2018 when 3CE first began serving customers, we met our RPS obligations by purchasing renewable energy in the market. Since 2020, 3CE has had an aggressive plan to phase out the purchase of short-term renewable energy to be replaced with long-term renewable energy projects to deliver to our customers 100% clean and renewable energy by 2030. For this reporting year, several of 3CE’s contracted projects experienced delays. This resulted in 3CE receiving less renewable energy in 2023 than planned. In terms of the meeting the State of California’s RPS compliance obligation, it is a multi-year compliance obligation and 3CE is on track to meet or exceed it for the 2021-2024 compliance period.
Following the Board’s approval, 3CE will forward to the CEC: (1) a copy of this staff report and related meeting minutes; (2) a copy of 3CE’s Resolution No. OB-2024-04 attesting to the veracity of 3CE’s 2023 Power Content Label. 3CE will also complete requisite customer communications in accordance with the January 31st, 2025, deadline, as may be extended or modified by the CEC.
Should the Board choose not to adopt Resolution No. OB-2024-04, staff will file an extension with the CEC and hire an independent auditor to review 3CE’s two product offerings’ data for compliance.
FISCAL IMPACT:
The Board’s self-certification of the 2023 3Cchoice and 3Cprime offerings and adoption of Resolution No. OB-2024-04 avoids the costs that would otherwise be incurred for an independent auditor certification.
CONCLUSION:
Approval of Resolution No. OB-2024-04 satisfies 3CE’s compliance obligations ATTACHMENT(S):
1. Resolution No. OB-2024-04 Attesting to the Veracity of 3CE’s 2023 Power Content Label
2. 2023 3CE’s Power Content Label
RESOLUTION NO. OB-2024-04
A RESOLUTION OF THE OPERATIONS BOARD OF DIRECTORS OF THE CENTRAL COAST COMMUNITY ENERGY ATTESTING TO THE VERACITY OF 3CE’S 2023 POWER
CONTENT LABEL
WHEREAS, Central Coast Community Energy (“3CE”) is a Joint Powers Agency established and operated pursuant to California Government Code section 6500 et seq. to provide retail energy service and to study, promote, develop, conduct, operate, and manage energy programs in the California Central Coast region of Santa Cruz, Monterey, San Benito, Santa Barbara and San Luis Obispo Counties; and WHEREAS, the California Public Utilities Code sections 398.1 through 398.5 require all retail sellers of electric energy, including CCCE, to disclose accurate, reliable, and simple‐to‐understand information on the sources of energy that are delivered to their respective customers; and
WHEREAS 3CE completed a detailed review of all renewable energy purchases and any transfers within 3CE’s Western Renewable Energy Generation Information System (WREGIS) accounts and other pertinent transaction records related to power purchases for the 2023 calendar year; and
WHEREAS, staff presented the Operations Board, for its review, the 2023 Power Content Label for all retail energy product portfolios, including 3Cchoice and 3Cprime; and
NOW, THEREFORE, the Operations Board of Directors of 3CE does hereby resolve, determine, and order as follows:
1. 3CE is a public agency providing electric services; and
2. The Board has reviewed the 3CE’s 2023 Power Content Label and considered all relevant evidence and information provided which relates to the retail energy product portfolios for 2023 3Cchoice and 3Cprime energy products.
3. 3CE’s 2023 3Cchoice energy product was 30.5% RPS eligible, and the remaining 69.5% of the portfolio consists of unspecified power.
4. 3CE’s 2023 3Cprime energy product was 100% RPS eligible with 50% of energy derived from solar and 50% derived from wind resources.
5. The Board hereby attests to the veracity of 3CE’s annual report and power content label for 2023.
PASSED AND ADOPTED by the Operations Board of Central Coast Community Energy this 13th day of November 2024 by the following vote:
AYES:
NOES:
ABSENT:
DISQUALIFIED:
_____________________________
Chair, XXXXXXXXXX
Attest:
_____________________________
Board Clerk, Heather Vowell
Copy of 2023 Power Content Label
Staff Report Item 9
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Dennis Dyc-O’Neal, Chief Operating Officer SUBJECT: Approve and authorize the CEO to execute an Energy Storage Exclusivity Agreement with Holman BESS LLC, and any necessary ancillary documents, granting exclusivity to 3CE to negotiate an energy storage agreement at a later date DATE: November 13, 2024
RECOMMENDATION:
This recommends the Operations Board approve and authorize the CEO to Execute an Energy Storage Exclusivity Agreement with Holman BESS LLC, and any necessary ancillary documents, granting exclusivity to 3CE to negotiate an energy storage agreement at a later date.
BACKGROUND:
Clearway Energy Group LLC, parent company for Holman BESS LLC, is in the process of designing and permitting a 750 MW Battery Energy Storage System (“BESS”), Lithium-Ion technology and 4-hour discharge duration, located in Monterey County, near the Moss Landing substation. Once constructed, they will operate and maintain this project, however it will require permitting and securing deliverability from the CAISO. The project is not expected to become operational until the 2032 timeframe.
Project Summary
Energy Storage Exclusivity Agreement
Counterparty Holman BESS LLC
Parent Company Clearway Energy Group LLC
Product
Exclusivity and a Right of First Offer (“ROFO”) to all
or a portion of the project.
Exclusivity Period Until January 2027 and potentially through December 2030
Project Name Holman
Contract Capacity
Up to 750 MW Battery Energy Storage System
(“BESS”), Lithium-Ion Technology
4-hour discharge duration (3,000 MWh per cycle)
Location
Monterey County
Interconnection at the Moss Landing Substation
DISCUSSION/ANALYSIS:
With so many Californian generation and storage projects impacted and delayed due to interconnection issues, 3CE is seeking new risk-free approaches to early developer engagement that should provide 3CE with greater certainty that a developer can perform. The proposed Energy Storage Exclusivity Agreement grants Holman BESS LLC the ability to navigate the interconnection process while preserving the right to negotiate exclusively with 3CE with respect to the planned 750 MW Holman energy storage project for dispatch rights and resource adequacy benefits.
The exclusivity period would last from the date of execution of this agreement through January 2027 and potentially through December 2030. 3CE is securing a Right of First Offer (“ROFO”) that obligates Holman BESS LLC to supply 3CE with at least one written Offer to sell the energy products from the Holman BESS at pricing that reflects contemporary market circumstances.
It is usual practice for 3CE to enter into exclusivity agreements for the negotiation of new renewable and energy storage contracts. These agreements usually grant exclusivity to 3CE for periods as short as 90 days or as long as 6 months.
Given the expected online date for the Holman BESS project is not until 2032, it is too early in the development cycle to negotiate certain terms and conditions, specifically around pricing. 3CE has worked with the developer, Clearway Energy Group, to insert into this exclusivity agreement as many of the operational and performance terms as possible. This will facilitate a shorter negotiation of an Energy Storage Agreement (“ESA”), if 3CE decides to accept any Offer provided by Holman BESS LLC. 3CE would bring any subsequent ESA back to the Operations Board, resulting from this exclusivity agreement, for approval.
FISCAL IMPACT:
This Energy Storage Exclusivity Agreement has no fiscal impact.
CONCLUSION:
Approval of this Energy Storage Exclusivity Agreement has the potential to support 3CE’s strategy of securing long-term Resource Adequacy (RA) resources to reduce our exposure to the volatile short-term RA marketplace and aiding in the development of a local project demonstrating success and capability for local contracting.
ATTACHMENT(S):
1. E S A b etween Holman BESS LLC and 3CE-Redacted
2 5
6 7
8 9
10 11
12 13
14 15
Minimum Efficiency Rate:
Contract Price
The Storage Rate shall be determined pursuant to Section 11.8.
Delivery Point: Facility PNode
Product:
☑ Discharging Energy
☑ Storage Capacity
☑ Capacity Attributes (select options below as applicable) ☐ Energy Only Status
☑ Full Capacity Deliverability Status
☑ Ancillary Services
Scheduling Coordinator: Buyer or Buyer’s agent
Development Security and Performance Security:
Initial Development Security:
Final Development Security:
Performance Security:
TABLE OF CONTENTS
Page
i
ARTICLE 1 DEFINITIONS ........................................................................................................ 1
1.1 Contract Definitions ............................................................................................... 1
1.2 Rules of Interpretation ......................................................................................... 15 ARTICLE 2 TERM; CONDITIONS PRECEDENT.................................................................. 16
2.1 Contract Term. ..................................................................................................... 16
2.2 Conditions Precedent ........................................................................................... 17
2.3 Development; Construction; Progress Reports .................................................... 18
2.4 Remedial Action Plan .......................................................................................... 18 ARTICLE 3 PURCHASE AND SALE ...................................................................................... 18
3.1 Purchase and Sale of Product ............................................................................... 18
3.2 Imbalance Energy. ............................................................................................... 19
3.3 Capacity Attributes. ............................................................................................. 19
3.4 Resource Adequacy Failure ................................................................................. 19
3.5 Reserved. .............................................................................................................. 20
3.6 Compliance Expenditure Cap. ............................................................................. 20 ARTICLE 4 OBLIGATIONS AND DELIVERIES ................................................................... 21
4.1 Delivery................................................................................................................ 21
4.2 Title and Risk of Loss .......................................................................................... 21
4.3 Forecasting ........................................................................................................... 21
4.4 Dispatch Down/Curtailment. ............................................................................... 22
4.5 Charging Energy Management ............................................................................ 23
4.6 Reduction in Delivery Obligation ........................................................................ 24
4.7 [Reserved] ............................................................................................................ 25
4.8 Storage Availability ............................................................................................. 25
4.9 Storage Capacity Tests ......................................................................................... 25
4.10 Interconnection Capacity ..................................................................................... 26
4.11 Station Use ........................................................................................................... 26
4.12 Facility Operations and Maintenance .................................................................. 26 ARTICLE 5 TAXES .................................................................................................................. 26
5.1 Allocation of Taxes and Charges. ........................................................................ 26
5.2 Cooperation. ......................................................................................................... 27 ARTICLE 6 MAINTENANCE OF THE FACILITY ................................................................ 27
6.1 Maintenance of the Facility. ................................................................................ 27
6.2 Maintenance of Health and Safety. ...................................................................... 27
6.3 Shared Facilities ................................................................................................... 27 ARTICLE 7 METERING ........................................................................................................... 27
7.1 Metering. .............................................................................................................. 27
7.2 Meter Verification. ............................................................................................... 28 ARTICLE 8 INVOICING AND PAYMENT; CREDIT ............................................................ 28
ii
8.1 Invoicing. ............................................................................................................. 28
8.2 Payment................................................................................................................ 28
8.3 Books and Records. ............................................................................................. 29
8.4 Payment Adjustments; Billing Errors. ................................................................. 29
8.5 Billing Disputes. .................................................................................................. 29
8.6 Netting of Payments. ............................................................................................ 30
8.7 Seller’s Development Security. ........................................................................... 30
8.8 Seller’s Performance Security.............................................................................. 30
8.9 First Priority Security Interest in Cash or Cash Equivalent Collateral ................ 31
8.10 Seller Financial Statements. ................................................................................. 32 ARTICLE 9 NOTICES .............................................................................................................. 32
9.1 Addresses for the Delivery of Notices ................................................................. 32
9.2 Acceptable Means of Delivering Notice .............................................................. 32 ARTICLE 10 FORCE MAJEURE ............................................................................................. 32
10.1 Definition ............................................................................................................. 32
10.2 No Liability If a Force Majeure Event Occurs .................................................... 33
10.3 Notice ................................................................................................................... 34
10.4 Termination Following Force Majeure Event...................................................... 34 ARTICLE 11 DEFAULTS; REMEDIES; TERMINATION ..................................................... 34
11.1 Events of Default ................................................................................................. 34
11.2 Remedies; Declaration of Early Termination Date. ............................................. 37
11.3 Termination Payment ........................................................................................... 38
11.4 Notice of Payment of Termination Payment ....................................................... 38
11.5 Disputes With Respect to Termination Payment ................................................. 38
11.6 Rights And Remedies Are Cumulative ................................................................ 38
11.7 Seller Pre-COD Liability Limitations .................................................................. 38
11.8 Seller Exclusivity and Right of First Offer .......................................................... 39
11.9 Early Termination ................................................................................................ 40
11.10 Seller Post-Termination Obligations.................................................................... 41 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES ........ 41
12.1 No Consequential Damages. ................................................................................ 41
12.2 Waiver and Exclusion of Other Damages. ........................................................... 41 ARTICLE 13 REPRESENTATIONS AND WARRANTIES; AUTHORITY .......................... 42
13.1 Seller’s Representations and Warranties. ............................................................ 42
13.2 Buyer’s Representations and Warranties ............................................................. 43
13.3 General Covenants ............................................................................................... 44
13.4 Prevailing Wage ................................................................................................... 45
13.5 Other Seller Commitments .................................................................................. 45 ARTICLE 14 ASSIGNMENT.................................................................................................... 45
14.1 General Prohibition on Assignments ................................................................... 45
14.2 Collateral Assignment .......................................................................................... 45
iii
14.3 Permitted Assignment by Seller........................................................................... 47
14.4 Buyer Limited Assignment Right. ....................................................................... 48 ARTICLE 15 DISPUTE RESOLUTION ................................................................................... 48
15.1 Governing Law. ................................................................................................... 48
15.2 Dispute Resolution. .............................................................................................. 48 ARTICLE 16 INDEMNIFICATION ......................................................................................... 48
16.1 Mutual Indemnity................................................................................................. 48
16.2 Notice of Claim. ................................................................................................... 49
16.3 Failure to Provide Notice. .................................................................................... 49
16.4 Defense of Claims ................................................................................................ 49
16.5 Subrogation of Rights .......................................................................................... 50
16.6 Rights and Remedies are Cumulative .................................................................. 50 ARTICLE 17 INSURANCE ...................................................................................................... 50
17.1 Insurance .............................................................................................................. 50 ARTICLE 18 CONFIDENTIAL INFORMATION ................................................................... 52
18.1 Definition of Confidential Information ................................................................ 52
18.2 Duty to Maintain Confidentiality ......................................................................... 52
18.3 Irreparable Injury; Remedies ............................................................................... 52
18.4 Disclosure to Lenders, Etc. .................................................................................. 53
18.5 Press Releases ...................................................................................................... 53 ARTICLE 19 MISCELLANEOUS ............................................................................................ 53
19.1 Entire Agreement; Integration; Exhibits .............................................................. 53
19.2 Amendments ........................................................................................................ 53
19.3 No Waiver ............................................................................................................ 53
19.4 No Agency, Partnership, Joint Venture or Lease ................................................. 54
19.5 Severability .......................................................................................................... 54
19.6 Mobile-Sierra ....................................................................................................... 54
19.7 Counterparts; Electronic Signatures. ................................................................... 54
19.8 Electronic Delivery .............................................................................................. 54
19.9 Binding Effect ...................................................................................................... 54
19.10 No Recourse to Members of Buyer. .................................................................... 54
19.11 Forward Contract ................................................................................................. 55
19.12 Further Assurances............................................................................................... 55
iv
Exhibits:
Exhibit A Facility Description
Exhibit B Facility Construction and Commercial Operation Exhibit C Compensation
Exhibit D Scheduling Coordinator Responsibilities
Exhibit E Progress Reporting Form
Exhibit F Form of Monthly Forecast
Exhibit G [Reserved]
Exhibit H Form of Commercial Operation Date Certificate Exhibit I Form of Installed Capacity Certificate
Exhibit J Form of Construction Start Date Certificate
Exhibit K Form of Letter of Credit
Exhibit L Form of Guaranty
Exhibit M Form of Replacement RA Notice
Exhibit N Notices
Exhibit O Storage Capacity Tests
Exhibit P Storage Facility Availability
Exhibit Q Operating Restrictions
Exhibit R Metering Diagram
Exhibit S Other Seller Commitments
Exhibit T Reserved
Exhibit U Reserved
ENERGY STORAGE SERVICE AGREEMENT
This Energy Storage Service Agreement (“Agreement”) is entered into as of the last dated signature on the signature page hereto (the “Effective Date”), between Buyer and Seller. Buyer and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.
RECITALS
WHEREAS, Seller intends to develop, design, permit, construct, own, and operate the Facility; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:
ARTICLE 1
DEFINITIONS
1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“AC” means alternating current.
“Accepted Compliance Costs” has the meaning set forth in Section 3.6(d). “Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition and the definition of “Permitted Transferee” and “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person. “Agreement” has the meaning set forth in the Preamble and includes any Exhibits, schedules and any written supplements hereto, the Cover Sheet, and any designated collateral, credit support or similar arrangement between the Parties. “Amended and Restated ESA” has the meaning set forth in Section 11.8(b). “Ancillary Services” means all ancillary services, products and other attributes, if any, associated with the Facility.
2 “Availability Adjustment” has the meaning set forth in Exhibit P. “Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due. “BESS Augmentation” means any battery augmentation or maintenance necessary to maintain the Storage Contract Capacity as a result of ordinary wear and tear and degradation performed in accordance with Prudent Operating Practice. “BESS Augmentation Year” means any Contract Year in which BESS Augmentation occurs.
“Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action. “Buyer” means Central Coast Community Energy, a California joint powers authority. “Buyer Default” means an Event of Default of Buyer.
“CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO Approved Meter” means a CAISO approved revenue quality meter or meters, metering scheme, CAISO approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time Charging Energy and Discharging Energy. “CAISO Grid” has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff.
“CAISO Metered Entity” has the meaning set forth in the CAISO Tariff. “CAISO Operating Order” means the Operating Instruction or Dispatch Instruction as defined in the CAISO Tariff.
“CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures (as such term in defined in Appendix A to the CAISO Tariff), including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC; provided that if there is a conflict between the BPMs, the CAISO Operating
3 Agreement or the Operating Procedures (as such term in defined in Appendix A to the CAISO Tariff), on the one hand, and the CAISO Tariff, on the other hand, the CAISO Tariff will control. “Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Facility can generate and deliver to the Delivery Point at a particular moment and that can be purchased and sold under CAISO market rules, including Resource Adequacy Benefits. “Capacity Damages” has the meaning set forth in Exhibit B. “Change of Control” means, except in connection with public market transactions of equity interests or capital stock of Seller’s Ultimate Parent, any circumstance in which Ultimate Parent ceases to own, directly or indirectly through one or more intermediate entities, more than fifty percent (50%) of the outstanding equity interests in Seller; provided that in calculating ownership percentages for all purposes of the foregoing:
(a) any ownership interest in Seller held by Ultimate Parent indirectly through one or more intermediate entities shall not be counted towards Ultimate Parent’s ownership interest in Seller unless Ultimate Parent directly or indirectly owns more than fifty percent (50%) of the outstanding equity interests in each such intermediate entity; and (b) ownership interests in Seller owned directly or indirectly by any Lender (including any cash equity or tax equity provider) or assignee or transferee thereof shall be excluded from the total outstanding equity interests in Seller.
“Charging Energy” means the energy delivered to the Facility pursuant to a Charging Notice as measured by the Facility Meter in accordance with CAISO metering requirements and Prudent Operating Practices, as such meter readings are adjusted pursuant to CAISO requirements for any applicable Electrical Losses.
“Charging Notice” means the operating instruction, and any subsequent updates, given by Buyer to Seller, directing the Facility to charge with Charging Energy at a specific MW rate to a specified Stored Energy Level, provided that any such operating instruction shall be in accordance with the Operating Procedures. For the avoidance of doubt, any Buyer request to initiate a Storage Capacity Test consistent with Section 4.9 shall not be considered a Charging Notice. “Claim” has the meaning set forth in Section 16.2.
“COD Delay Damages” are equal
“COD Certificate” has the meaning set forth in Exhibit B. “Commercial Operation” has the meaning set forth in Exhibit B. “Commercial Operation Date” or “COD” has the meaning set forth in Exhibit B. “Compliance Actions” has the meaning set forth in Section 3.6(b).
4 “Compliance Costs” has the meaning set forth in Section 3.6(a). “Compliance Expenditure Cap” has the meaning set forth in Section 3.6(a). “Confidential Information” has the meaning set forth in Section 18.1. “Collateral Assignment Agreement” has the meaning set forth in Section 14.2. “Construction Delay Damages” are equal to the
“Construction Start” has the meaning set forth in Exhibit B. “Construction Start Date” has the meaning set forth in Exhibit B. “Contract Price” has the meaning set forth on the Cover Sheet. For clarity, the Contract Price is the Storage Rate.
“Contract Term” has the meaning set forth in Section 2.1. “Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Non-Defaulting Party either in terminating any arrangement pursuant to which it has hedged or financed its obligations or entering into new arrangements which replace this Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating this Agreement.
“Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“CPM Soft Offer Cap” has the meaning set forth in the CAISO Tariff. “CPUC” means the California Public Utilities Commission or any successor agency performing similar statutory functions.
“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P, Fitch or Moody’s. “Curtailment Order” means any of the following:
(a) CAISO orders, directs, alerts, or provides notice to a Party, including a CAISO Operating Order, to curtail deliveries of Charging Energy or Discharging Energy for the following reasons: (i) any System Emergency, or (ii) any warning of an anticipated System Emergency, or
6 applicable Electrical Losses. For the avoidance of doubt, all Discharging Energy will have originally been delivered to the Facility as Charging Energy. “Discharging Notice” means the operating instruction, and any subsequent updates, given by Buyer to Seller, directing the Facility to discharge Discharging Energy at a specific MW rate to a specified Stored Energy Level, provided that any such operating instruction or updates shall be in accordance with the Operating Procedures. For the avoidance of doubt, any Discharging Notice shall not constitute a Curtailment Order.
“Early Termination Date” has the meaning set forth in Section 11.2(a). “Efficiency Rate” means the measured round-trip efficiency rate of the Facility, expressed as a percentage, calculated pursuant to a Storage Capacity Test in accordance with Exhibit O. “Effective Date” has the meaning set forth on the Preamble. “Electrical Losses” means all transmission or transformation losses between the Facility Meter and the Delivery Point for the receipt of Charging Energy and delivery of Discharging Energy, calculated in accordance with CAISO approved methodologies applicable to revenue metering.
“Event of Default” has the meaning set forth in Section 11.1. “Expected Commercial Operation Date” is the date set forth on the Cover Sheet by which Seller reasonably expects to achieve Commercial Operation. “Expected Construction Start Date” is the date set forth on the Cover Sheet by which Seller reasonably expects to achieve Construction Start. “Facility” means the energy storage facility described on the Cover Sheet and in Exhibit A (including the operational requirements of the energy storage facility), located at the Site and including mechanical equipment and associated facilities and equipment required to deliver Storage Product (but excluding any Shared Facilities), and as such storage facility may be expanded or otherwise modified from time to time in accordance with the terms of this Agreement. “Facility Meter” means the bi-directional revenue quality meter or meters (with a 0.3 accuracy class) to be shown in Exhibit R, along with a compatible data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, the amount of Charging Energy and Discharging Energy.
“FERC” means the Federal Energy Regulatory Commission or any successor government agency.
“Final Development Security” means (i) cash or (ii) a Letter of Credit in the amount set forth on the Cover Sheet.
“Fitch” means Fitch Ratings Ltd., or its successor.
9 “Joint Powers Agreement” means that certain Joint Powers Agreement dated February 21, 2017, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.
“Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lender” means, collectively, any Person (i) providing senior or subordinated construction, interim, back leverage or long-term debt, or tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, whether that financing or refinancing takes the form of private debt (including back-leverage debt), public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any Person providing financing or refinancing for the Facility, and any trustee or agent or similar representative acting on their behalf, (ii) providing Interest Rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations or (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility. “Letter(s) of Credit” means one or more irrevocable, standby letters of credit issued by a U.S. commercial bank or a U.S. branch of a foreign bank, having assets of at least $10 Billion, and with such bank having a Credit Rating of at least A- from S&P or A3 from Moody’s, in a form substantially similar to the letter of credit set forth in Exhibit K. “Licensed Professional Engineer” means an independent, professional engineer selected by Seller and reasonably acceptable to Buyer, licensed in the State of California. “Limited Assignee” has the meaning set forth in Section 14.4. “Locational Marginal Price” or “LMP” has the meaning set forth in the CAISO Tariff. “Losses” means, with respect to any Non-Defaulting Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner.
Factors used in determining economic loss to a Non-Defaulting Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term, as applicable, and must include the value of Capacity Attributes. “Major Equipment” means any inverter, transformer, enclosure, or battery comprising the Facility, spares of which are not readily available to Seller for replacement acting in accordance with Prudent Operating Practice.
“Maximum Charging Capacity” has the meaning set forth in Exhibit A.
10 “Maximum Discharging Capacity” has the meaning set forth in Exhibit A. “Milestones” means the development activities for significant permitting, interconnection, financing and construction milestones set forth on the Cover Sheet. “Minimum Efficiency Rate” has the meaning set forth on the Cover Sheet. “Monthly Forecast” has the meaning set forth in Section 4.3(b). “Monthly Storage Availability” has the meaning set forth in Exhibit P. “Moody’s” means Moody’s Investors Service, Inc., or its successors. “MW” means megawatts in alternating current, unless expressly stated in terms of direct current.
“MWh” means megawatt-hour measured in alternating current, unless expressly stated in terms of direct current.
“Negative LMP” means, in any Settlement Period or Settlement Interval, the Day-Ahead Market or Real-Time Market at the Facility’s PNode is less than Zero dollars ($0). “NERC” means the North American Electric Reliability Corporation or any successor entity performing similar functions.
“Net Qualifying Capacity” has the meaning set forth in the CAISO Tariff. “Network Upgrades” has the meaning set forth in the CAISO Tariff. “Non-Defaulting Party” has the meaning set forth in Section 11.2. “Notice” shall, unless otherwise specified in this Agreement, mean written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, or electronic messaging (email).
“Notice of Claim” has the meaning set forth in Section 16.2. “Offer” has the meaning set forth in Section 11.8(b).
“Offer Deadline” has the meaning set forth in Section 11.8(b). “On-Peak Hour” means any hour from hour-ending 0700 to hour-ending 2200 (i.e., 6:00 AM to 9:59 PM) on Monday through Saturday, Pacific Prevailing Time, excluding NERC holidays.
“Operating Procedures” or “Operating Restrictions” means those rules, requirements, and procedures set forth on Exhibit Q.
12 expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the industry with respect to grid-interconnected, utility-scale generating facilities with integrated storage in the Western United States. Prudent Operating Practice includes compliance with applicable Laws, applicable reliability criteria, and the criteria, rules and standards promulgated in the National Electric Safety Code and the National Electrical Code, as they may be amended or superseded from time to time, including the criteria, rules and standards of any successor organizations.
“Qualifying Capacity” has the meaning set forth in the CAISO Tariff. “RA Deficiency Amount” means the liquidated damages payment that Seller shall pay to Buyer for an applicable RA Shortfall Month as calculated in accordance with Section 3.4(b). “RA Shortfall” has the meaning set forth in Section 3.4(b). “RA Shortfall Month” means, for purposes of calculating an RA Deficiency Amount under Section 3.4(b), any month during the Delivery Term during which there is an RA Shortfall. “Real-Time Forecast” means any Notice of any change to the Storage Capacity delivered by or on behalf of Seller pursuant to Section 4.3(d).
“Real-Time Market” has the meaning set forth in the CAISO Tariff. “Remedial Action Plan” has the meaning in Section 2.4.
“Replacement RA” means Resource Adequacy Benefits, if any, equivalent to those that would have been provided by the Facility with respect to the applicable Showing Month, including, as applicable, Resource Category and Flexible Capacity Category, and any successor criteria applicable to the Facility, and any Local RAR; provided that any Replacement RA capacity must be communicated by Seller to Buyer with Replacement RA product information in a Notice to Buyer at least seventy-five (75) days before the applicable CPUC Showing Month. “Resource Adequacy Benefits” means the rights and privileges attached to the Facility that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and includes any local, zonal or otherwise locational attributes associated with the Facility, in addition to flex attributes. “Resource Adequacy Rulings” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 06-07-031 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024 and any other existing or subsequent ruling or decision, or any other resource adequacy Law, however described, as such decisions, rulings or Laws may be amended or modified from time-to-time throughout the Delivery Term. “S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of S&P Global Inc.) or its successor.
“Schedule” has the meaning set forth in the CAISO Tariff, and “Scheduled” has a
13 corollary meaning.
“Scheduled Energy” means the Charging Energy and Discharging Energy that clears under the applicable CAISO market based on the final Day-Ahead Schedule, FMM Schedule (as defined in the CAISO Tariff), or any other financially binding Schedule, market instruction or dispatch for the Facility for a given period of time implemented in accordance with the CAISO Tariff.
“Scheduling Coordinator” or “SC” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO Tariff, as amended from time to time.
“Security Interest” has the meaning set forth in Section 8.9. “Seller” has the meaning set forth on the Cover Sheet.
“Seller Exclusivity” has the meaning set forth in Section 11.8(a). “Settlement Amount” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be zero dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages; provided, that the Parties agree that the value of Capacity Attributes are direct damages to be accounted for as specified in the definitions of Losses and Gains.
“Settlement Interval” has the meaning set forth in the CAISO Tariff. “Settlement Period” has the meaning set forth in the CAISO Tariff. “Shared Facilities” means the gen-tie lines, transformers, substations, or other equipment, permits, contract rights, and other assets and property (real or personal), in each case, as necessary to enable delivery of energy from the Facility (which is excluded from Shared Facilities) to the point of interconnection, including the Interconnection Agreement itself, that are used in common with third parties.
“Showing Month” means the calendar month of the Delivery Term that is the subject of the Compliance Showing, as set forth in the Resource Adequacy Rulings and outlined in the CAISO Tariff. For illustrative purposes only, pursuant to the CAISO Tariff and Resource Adequacy Rulings in effect as of the Effective Date, the monthly Compliance Showing made in June is for the Showing Month of August.
“Site” means the real property on which the Facility is or will be located, as further described in Exhibit A.
14 “Site Control” means that Seller: (a) owns or has the option to purchase the Site, including through an ownership interest in an Affiliate that owns the Site; (b) is the lessee or has the option to lease the Site; (c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site; or (d) has rights through ownership, lease, right-of-way grant or similar instrument, as the managing partner or other entity authorized to act in all manners relating to the control and operation of the Site. “SP-15” means the Existing Zone Generation Trading Hub for Existing Zone region SP-15 as set forth in the CAISO Tariff. “Station Use” means energy (including produced or discharged by the Facility) that is used within the Facility to power the lights, motors, cooling equipment, control systems and other electrical loads that are necessary for operation of the Facility except during periods in which the Facility is charging or discharging pursuant to a Charging Notice or Discharging Notice. “Storage Capacity” means (a) the maximum dependable operating capability of the Facility to discharge electric energy that can be sustained for four (4) consecutive hours and (b) any other products that may be developed or evolve from time to time during the Delivery Term that the Facility is able to provide as the Facility is configured on the Commercial Operation Date and that relate to the maximum dependable operating capability of the Facility to discharge electric energy.
“Storage Capacity Test” means any test or retest of the Storage Contract Capacity of the Facility and/or Efficiency Rate conducted in accordance with the testing procedures, requirements and protocols set forth in Section 4.9 and Exhibit O.
“Storage Contract Capacity” means the total capacity (in MWAC) of the Facility initially equal to the amount set forth on the Cover Sheet, as the same may be adjusted from time to time pursuant to Section 5 of Exhibit B or Section 4.9 and Exhibit O to reflect the results of the most recently performed Storage Capacity Test.
“Storage Contract Output” means the total output (in MWh-AC) of the Facility initially equal to the amount set forth on the Cover Sheet, as the same may be adjusted from time to time pursuant to Section 5 of Exhibit B or Section 4.9 and Exhibit O to reflect the results of the most recently performed Storage Capacity Test.
“Storage Product” means (a) Discharging Energy, (b) Capacity Attributes, if any, (c) Storage Capacity, and (d) Ancillary Services (as defined in the CAISO Tariff), if any, in each case arising from or relating to the Facility.
“Storage Rate” has the meaning set forth on the Cover Sheet. “Stored Energy Level” means, at a particular time, the amount of electric energy in the Facility available to be discharged as Discharging Energy, expressed in MWh-AC. “System Emergency” means any condition that requires, as determined and declared by CAISO or the PTO, automatic or immediate action to (i) prevent or limit harm to or loss of life or