Inter-Utility Service Agreement
by and between
Southern California Gas Company
And
City of Riverside
For
The Mobile-Home and Multi-Family Energy Efficiency Program This Inter-Utility Service for the Mobile-Home and Multi-Family Energy Efficiency Program (this "Agreement"), dated and effective upon full execution ("Effective Date"), is entered into by nd between Southern California Gas Company, a California corporation ("SoCalGas") and th City of Riverside, a California charter city and municipal corporation, on behalf of its Publi Utilities Department ("RPU"). SoCalGas and RPU are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties".
Purpose and Recitals
SoCalGas offers no-cost energy saving measures ("SoCalGas Energy Saving Measures") for its residential customers residing in mobile/manufactured and multi-family homes pursuant to its Comprehensive Mobile Home Program and several programs serving the multi-family sector (collectively "SoCalGas Programs"). RPU offers efficiency measures and incentives, including rebates, for its qualifying residential customers pursuant to its energy efficiency and water conservation programs ("RPU Programs"). (The SoCalGas Programs and the RPU Programs may be referenced either individually or collectively herein as the "Resource Savings Program(s)"). In accordance with and subject to the terms and conditions set forth in this Agreement, the Parties desire (i) to have SoCalGas make available to those persons that are customers of both Parties and that otherwise qualify for the SoCalGas Programs and the RPU Programs the opportunity to leverage the SoCalGas Energy Saving Measures, Now, therefore, the Parties, intending to be legally bound, agree as follows:
Scope
SoCalGas shall, either directly or through one or more SoCalGas Programs contractor(s) ("SoCalGas Programs Contractors") and subject to the terms and conditions of this Agreement, perform those services set forth on Schedule C attached hereto.
Authorized Representatives
SoCalGas designates the individual(s) named below as its representative(s) (the "SoCalGas Representative(s)") for all matters relating to the performance of this Agreement. The actions taken by the SoCalGas Representative(s) shall be deemed to be acts of SoCalGas.
SoCalGas may at any time upon written notice to RPU change the designated SoCalGas Representatives).
SoCalGas Representative: Mugi Lukito
RPU designates the individual(s) named below as its representative(s) ("RPU Representative(s)" and, together with the SoCalGas Representatives), "Authorized Representatives") for all matters relating to the performance of this Agreement. The actions taken by the RPU Representative(s) shall be deemed acts of RPU. RPU may at any time upon written notice to SoCalGas change the designated RPU Representative(s).
RPU Representative: Ceri Dowsett
Complete Agreement
This Agreement, including all Schedules and Exhibits attached hereto and which are incorporated by reference, constitutes the complete and entire Agreement between the Parties and supersedes any previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. There are no additions to, or deletions from, or changes in, any of the provisions hereof, and no understandings, representations or agreements concerning any of the same, which are not expressed herein. THE PARTIES
HEREBY AGREE THAT NO TRADE USAGE, PRIOR COURSE OF DEALING OR
COURSE OF PERFORMANCE UNDER THIS AGREEMENT SHALL BE A PART OF
THIS AGREEMENT OR SHALL BE USED IN THE INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT. The following Schedules and Exhibits are attached hereto and incorporated herein by this reference:
Schedule A - Non Disclosure
Schedule B - Additional Terms and Conditions
Schedule C - Scope of Services and Reporting
Schedule D - Invoicing, Budget and Compensation
2 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized representatives as of the Effective Date.
Southern California Gas Company, a City of Riverside, a California charter city and California corporation municipal corporation
siener. LE
Signature:
Name: Andrew Steinberg Name: Mike Futrell
Title: Director, Customer Programs & Assistance Title: City Manager Date: 5/9 / 2024 Date:
Attest:
City Clerk
Certified as to Availability of Funds:
By:
for Chief Financial Officer
Approved as to form:
By:
Deputy City Attorney
Schedule A
Non Disclosure
The term "Confidential Information" as used in this Agreement means (i) the names, addresses and all other information of those customers that are enrolled, or that desire to be or are in the process of being enrolled in the SoCalGas Programs (with respect to SoCalGas) and the RPU Programs (with respect to RPU), (ii) any technical or commercial information of a Party, including, without limitation, patent applications, trade secrets, proprietary information, techniques, sketches, drawings, maps, reports, specifications, designs, records, data, software, programs, code, computer models, manuals and related documentation, software source documents, algorithms, information related to the current, future, and proposed products and services of a Party and any of its affiliated companies, research, experimental work, inventions, development, engineering, know-how, financial information, procurement requirements, purchasing or manufacturing information, business forecasts, sales or merchandising information, and marketing plans, and (iii) any of the foregoing information of any third party disclosing such information to a Party or a Service Provider in the course of such third party's employment, engagement, business, or other relationship with such Party or Service Provider or their respective parent, subsidiary, or affiliated companies. When provided by one Party to the other Party, Confidential Information shall be clearly marked as confidential with the legend "Confidential Information", or the confidential status thereof shall be otherwise clearly indicated, if the data format of such Confidential Information does not reasonably permit marking with a legend
1. Each Party ("Receiving Party") receiving Confidential Information from the other Party ("Disclosing Party") agrees that it shall use the Confidential Information solely for the purpose of coordinating the enrollment of the Parties' joint customers in their respective Resource Savings Program and not in any way detrimental to the Disclosing Party. The Receiving Party shall use the higher of the same degree of care it uses with respect to its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided in this Schedule A, the Receiving Party shall keep confidential, and shall not disclose, and shall cause its Representatives to keep confidential and not disclose, Confidential Information to any third party. For purpose of this Agreement, "Representatives" means the directors, officers, employees, Authorized Representative, agents and/or advisors of the Receiving Party who have a direct need to access the Confidential Information of the Disclosing Party solely for the purpose described above and have agreed to abide by the terms of this Schedule A. Each Party shall be responsible for any breach of this Agreement by its Representatives.
2. Consistent with Paragraph 1, the Receiving Party shall not disclose to any third party any information which identifies a customer as being enrolled in the Disclosing Party's Resource Savings Program. Without limiting the foregoing, and without limiting any other restriction outside of this Schedule A, the Receiving Party shall not be restricted under this Schedule A from disclosing to any third party information which identifies a customer of the Receiving Party as being enrolled in a Resource Savings Program solely of the Receiving Party, provided that the Receiving Party uses no Confidential Information received from the 4 Disclosing Party in making such disclosure.
3. Notwithstanding the provisions of Section 1 of this Schedule A, the Receiving Party and its Representatives may disclose any of the Confidential Information in the event, but only to the extent, that, based upon the written advice of counsel, it is required to do so by the disclosure requirements of any law, rule, or regulation or any order, decree, subpoena or ruling or other similar process of any court, governmental agency or governmental or regulatory authority. Prior to making or permitting any of its Representatives to make such disclosure, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such requirement so that the Disclosing Party (with the Receiving Party's assistance) may seek a protective order or other appropriate remedy. Notwithstanding the foregoing sentence, SoCalGas may, without providing notice thereof to RPU, disclose Confidential Information to regulatory agencies with jurisdiction over SoCalGas and their staffs, including, but not limited to, the California Public Utilities Commission ("CPUC") and the Federal Energy Regulatory Commission; provided, that SoCalGas shall use commercially reasonable efforts to designate such Confidential Information as confidential in connection with any such disclosures.
4. The Receiving Party shall not, and shall cause its Representatives not to, disclose to any third party (a) the fact that the Confidential Information has been made available to the Receiving Party or its Representatives, or (b) any information regarding the ongoing discussions between the Parties, including the fact that such discussions are occurring; provided, that the Receiving Party and its Representatives may disclose the information described in clauses (a) and (b) of this Section if such disclosure is required under any of the circumstances described in Section 3 of this Schedule, in which case the procedures specified therein with respect to such disclosure shall apply. The restrictions in this paragraph do not prevent the Parties from jointly agreeing upon public announcements that generally describe the activities under this Agreement, provided that no Confidential Information is disclosed in such announcement, and further provided that any such announcements comply with the procedure set forth in Schedule B. This Agreement itself is not confidential and may be publicly disclosed by either Party. Both Parties recognize that RPU is subject to public disclosure laws, including without limitation the California Public Records Act and the Ralph M. Brown Act.
5. The Receiving Party shall disclose to the Disclosing Party when Confidential Information is intentionally or accidentally disclosed (other than as expressly permitted) and/or misused, and shall provide immediate notification to the Disclosing Party upon discovery of such incident.
6. At any time upon the request of the Disclosing Party, the Receiving Party shall promptly deliver (and return, if applicable) to the Disclosing Party or destroy (with such destruction to be certified in writing to the Disclosing Party):
a. All Confidential Information existing in written form or recorded in any other tangible medium (and all copies, abstracts and backups thereof, however stored) furnished to the Receiving Party or any of its Representatives;
5 b. All portions of all documents, instruments, data, reports, plans, specifications, abstracts and media (and all copies, abstracts and backups thereof, however stored) furnished to or prepared by the Receiving Party or any of its Representatives that contain Confidential Information; and
c. All other portions of all documents, instruments, data, reports, plans, specifications, abstracts and media (and all copies, abstracts and backups thereof, however stored) in the Receiving Party's or its Representatives possession that contain or that are based on or derived from Confidential Information.
7. The Parties acknowledge that the Confidential Information is valuable and unique, and that damages would be an inadequate remedy for breach of this Agreement and the obligations of the Receiving Party and its Representatives are specifically enforceable. Accordingly, the Parties agree that in the event of a breach or threatened breach of this Schedule A by the Receiving Party, the Disclosing Party shall be entitled to seek an injunction preventing such breach without the necessity of proving damages or posting any bond. Any such relief shall be in addition to, and not in lieu of any other legal or equitable remedy available to the Disclosing Party.
8. Except as otherwise set forth in this Agreement, each Party acknowledges and agrees that neither the Disclosing Party nor any of the Disclosing Party's Representatives is making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information disclosed under this Agreement, and neither the Disclosing Party nor any of the Disclosing Party's Representatives shall have any liability to the Receiving Party or any other individual or entity resulting from the use of the Confidential Information. ***
Schedule B
Additional Terms and Conditions
1. No Warranty
Except as otherwise expressly provided in this Agreement, SoCalGas does not warrant SoCalGas Programs Contractor's work or the SoCalGas Programs, and neither Party makes any express or implied warranty to the other pertaining to their respective Resource Savings Programs, or portions of products thereof, in regard to accuracy, correctness, defensibility, completeness, or any other standard or measure of quality or adequacy or as to its use or intended use for any particular purpose.
2. Indemnification
SoCalGas shall indemnify, defend and hold harmless RPU and its officers, managers, directors, agents, and employees ("RPU Indemnitees") from and against all third-party suits, demands, claims and/or liability ("Claims") resulting from (a) injury to or death of persons, including but not limited to respective employees of SoCalGas and RPU, (b) damage to property of SoCalGas or RPU or other person or entity, or to natural resources, and/or (c) violation of any local, state, or federal law or regulation, including but not limited to environmental laws or regulations, or strict liability imposed by any law or regulation, in each case to the extent arising out of SoCalGas' negligent acts or omissions or willful misconduct in the course of SoCalGas performance under this Agreement. SoCalGas shall further indemnify, defend and hold harmless the RPU Indemnitees from and against any Claims made against the RPU Indemnitees alleging any copyright, patent, or license infringement, or violation of any intellectual right, intellectual property, or any other proprietary rights, by any person or entity, arising out of, related to or in any way connected with Developments or Intellectual Property (as defined in Section 3 of this Schedule B), if any, provided by SoCalGas to RPU.
RPU shall indemnify, defend and hold harmless SoCalGas and its officers, managers, directors, agents, and employees ("SoCalGas Indemnitees") from and against all Claims resulting from (x) injury to or death of persons, including but not limited to respective employees of SoCalGas and RPU, (y) damage to property of SoCalGas or RPU or other person or entity, or to natural resources, or (Z) violation of any local, state, or federal law or regulation, including but not limited to environmental laws or regulations, or strict liability imposed by any law or regulation, in each case to the extent arising out of RU's negligent acts or omissions or willful misconduct in the course of RPU's performance under this Agreement. RPU shall further indemnify, defend and hold harmless the SoCalGas Indemnitees from and against any Claims made against the SoCalGas Indemnitees alleging any copyright, patent, or license infringement, or violation of any intellectual right, intellectual property, or any other proprietary rights, by any person or entity, arising out of, related to or in any way connected with Developments or Intellectual Property, if any, provided by RPU to SoCalGas.
3. Ownership of Work
Subject to the provisions of the terms of SoCalGas' contract with the SoCalGas Programs 7 Contractors), the Parties jointly own all Developments and all Intellectual Property Rights, on behalf of their respective customers, and the SoCalGas Programs Contractors) shall retain no ownership, interest, or title to such Developments or Intellectual Property Rights. For purposes of this Agreement, the following terms shall have the following meanings: (a) "Developments" means any and all data, reports, information, manuals, computer programs, works of authorship, designs or improvements of equipment, tools or processes, or other written, recorded, photographic or visual materials, or other deliverables, produced under this Agreement; and (b) "Intellectual Property Rights" means any and all following tangible and intangible rights (now or hereafter known) produced under this Agreement: (i) rights associated with works of authorship, including copyrights, moral rights, and mask-works; (ii) trademark, service mark, trade name, and trade dress rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, and other industrial property rights; (v) other intellectual and industrial property rights (of every kind and nature and however designated), whether arising by operation of law, contract, license, or otherwise; and/or (vi) registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions, or reissues of any of the foregoing now or hereafter in force.
4. Notices
Whenever notice is to be given by any Party to the other Party under this Agreement, such notice shall be in writing and be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt; (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with written confirmation of transmission) or e-mail of a PDF document if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the second (2nd) business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such notices must be sent to the applicable Party's physical address, e-mail address, or facsimile number set forth below in this Section. Any Party may change its address and other noticing information by giving the other party written notice of such change in accordance with this Section.
If to SoCalGas: Mugi Lukito
Senior Project Manager, Programs Partnering
1919 S. State College Blvd. SC8389
Anaheim, CA 92806
909-767-0862
[email protected]
If to RPU: City of RiversidePublic Utilities General Manager 3750 University Ave, 5th Floor
Riverside, CA 92501
951-826-5772
[email protected]
8 5. Term
Unless otherwise terminated in accordance with Section 6 of this Schedule B, the initial term of this Agreement shall commence on the Effective Date and shall continue in effect through June 30, 2026 ("Initial Term"). Subject to the provision in the immediately preceding sentence and Section 6 of this Schedule B, upon the expiration of the Initial Term, this Agreement shall be renewable upon the execution of an Amendment to this Agreement.
6. Termination
A Party may cancel this Agreement for cause, or terminate this Agreement without cause, upon forty-five (45) days written notice to the other Party. Termination by a Party shall not relieve the Parties of any financial obligations incurred prior to the date the termination becomes effective. Upon the date termination becomes effective, both Parties should dispose of Confidential Information of the other Party in their possession according to Section 6 of Schedule A
7. Use of Name or Endorsements
No Party shall use the name, logo, trademark, tradename or service mark of the other Party on or with regard to any product or service directly or indirectly related to such other Party's Resource Savings Program or this Agreement without the prior written consent of the other Party. By entering into this Agreement, no Party directly or indirectly endorses any product or service provided, or to be provided, by any Party, its successors or assignees.
8. Press Releases and Corporate Identification
Neither Party shall (a) make any press release, advertisement, informal notification to the media, or other announcement of any kind in regard to this Agreement or the terms and conditions of this Agreement without prior approval of the other Party, or (b) make public use of any such other Party's Identification in any circumstances related to this Agreement or otherwise. For purposes of this Section, "Identification" means any corporate name, trade name, trademark, service mark, insignia, symbol, logo or any other product, service or organization designation, or any specification or drawing owned by such other Party or its affiliates or any representation thereof.
9. Survival
Notwithstanding completion or termination of this Agreement, the Parties shall continue to be bound by the provisions of this Agreement that, by their nature, survive such completion or termination, which provisions shall include, but not be limited to, Schedule A and Sections 1, 2, 3,7,8 and 11 of this Schedule B; provided, that with respect to each Party's indemnification obligations set forth in Section 2 of this Schedule B, such obligations shall survive for a period of one (1) year following the termination or expiration of this Agreement. 9 10. Waiver
None of the provisions of this Agreement shall be considered waived by any Party unless such waiver is specifically stated in writing. The waiver by one Party of the performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered a waiver by that Party of any other covenant, condition or promise. The waiver by any Party of the time for performing any act shall not constitute a waiver of the time for performing any other act or identical act required to be performed at a later time. The exercise of any remedy provided in this Agreement shall not be a waiver of any consistent remedy provided by law, and the provision in this Agreement for any remedy shall not exclude other consistent remedies unless they are expressly excluded.
11. Governing Law, Venue
This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California. Any action brought to enforce or interpret this Agreement shall be filed in Los Angeles County, California.
12. Headings
Titles and headings of the Sections and Subsections of this Agreement are for the convenience of reference only and do not form a part of this Agreement and shall in no way affect the interpretation thereof.
13. Severability
If any provision of this Agreement or the application thereof to any person, entity or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each such provision shall be valid and enforceable to the fullest extent permitted by law.
14. Amendments
If any Party desires a modification of this Agreement, the Parties shall, upon reasonable notice of the proposed modification by the Party desiring the change, confer in good faith to determine the desirability of such modification. Such modification shall not be effective until a written amendment is signed by all the Parties hereto by their representatives duly authorized to execute such amendment.
15. Assignment
Except as otherwise permitted under this Agreement, neither this Agreement nor any rights or obligations of any Party shall be assigned or otherwise transferred by any Party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.
16. Independent Parties
10 The relationship of the Parties is that of independent parties and not as agents of each other or as joint venturers or partners. The Parties shall maintain sole and exclusive control over their respective personnel and operations.
17. Counterparts
This Agreement may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart.
18. Compliance with Laws
The Parties, in undertaking their obligations hereunder, or any of them, shall comply with all laws and governmental rules and regulations, state, federal, or local, or any of them applicable to their respective obligations under this Agreement.
20. Acts and Documents
The Parties agree diligently to do such acts and to prepare and execute all documentation that may be reasonably necessary to perform and carry out this Agreement. * * *
11 Schedule C
Scope of Services and Reporting
Scope of Services
Program Eligibility
Residential customers with an active SoCalGas account that also receive electric services from RPU are eligible to receive Program Measures (as defined below) from the SoCalGas Programs, subject to the rules and requirements of the SoCalGas Programs' SoCalGas and RPU will conduct joint marketing and outreach where appropriate to inform customers of the availability of no-cost measures and enroll customers into the SoCalGas Programs as outlined in the Program Marketing subsection below.
Program Implementation
SoCalGas shall, either directly or through one or more SoCalGas Programs Contractors), perform those services set forth under the "Scope of Co-Funded Services" attached hereto.
In addition, to facilitate program coordination between Parties, each Party will provide to the other, on a monthly basis, a list of to-be-served customers, consisting of name, address, and measures to be provided (if available).
Scope of Co-Funded Services and Reporting
1. SoCalGas shall, either directly or through the SoCalGas Programs Contractor(s), and in accordance with the terms of this Agreement and the SoCalGas Programs, perform those services set forth in Exhibit A to Schedule C ("Program Measures") at the quality level described in the latest edition of the applicable code compliance standard that takes precedent for the nature of the Program Measures being provided.
2. Exhibit A sets forth the specific Program Measures that SoCalGas or the SoCalGas Programs Contractor(s) shall perform under this Agreement and RPU's obligations with respect thereto, including but not limited to the payment that RPU shall remit to SoCalGas or the SoCalGas Programs Contractor, as applicable, in consideration thereof. Exhibit A may be revised by an addendum proposed by a Party and accepted by the Parties; provided, that any addendum to Exhibit A must be requested by written notice from the requesting Party and, if accepted by the RPU, shall fully replace all prior versions of Exhibit A.
' Information on the SoCalGas Mobile Home Program is available on the SoCalGas program website (https://www.socalgas.com/save-money-and-energy/rebates-and-incentives/comprehensive-mobilehome-program).
Information on the multi-family programs and services are available on https://www.socalgas.com/save-money-and- energy/rebates-and-incentives/
12 3. RPU shall be responsible for supplying the materials and the training needed to install the RPU Added Program Measures by the SoCalGas Programs Contractors.
4. In the event RPU requests documented eligibility verification beyond the SoCalGas Programs requirements, RPU shall reimburse SoCalGas for the additional documented eligibility verifications.
5. All costs incurred by a Party in satisfying its obligations under this Agreement shall be considered "party-specific" costs, and shall be the sole responsibility of the incurring Party, unless otherwise agreed to by prior written consent of the RPU.
Reporting
1. SoCalGas or the SoCalGas Programs Contractors shall collect measure and installation counts resulting from the Program Measures being provided along with statistical information relating thereto, including, without limitation, customer name and address, customer zip code, make and model of the installed measure, and associated costs. RPU shall calculate any electric and/or water savings based on a per unit installation factor.
2. SoCalGas or the SoCalGas Programs Contractors shall provide invoicing information regarding the number of units completed each month within the overlapping service territory of RPU and SoCalGas.
3. RPU shall have the right to claim electric and water savings resulting from the Program Measures to various entities requesting such information, including, without limitation, California Energy Commission and California Urban Water Conservation Council.
SoCalGas shall have the right to claim natural gas savings resulting from the Program Measures to various entities requesting such information, including, without limitation, the California Public Utilities Commission.
Invoicing and Compensation
1. SoCalGas and/or SoCalGas Programs Contractor shall submit monthly invoices to RPU by no later than the 21st calendar day of each month following the Effective Date. Unless otherwise set forth in this Exhibit A, SoCalGas and/or the SoCalGas Programs Contractor, as applicable, shall use every reasonable effort to invoice RPU for each Program Measure by no later than forty-five (45) days atter the date the Program Measures have been fully performed (including, without limitation, any installation, inspections, and/or repairs). As applicable, SoCalGas shall have the discretion to delay certain individual customer invoicing to make sure corrections to the SoCalGas Programs Contractor's invoice have been completed and charge backs to the SoCalGas Programs Contractors are completed following SoCalGas and/or RPU inspections, if any.
2. The Program Measures shall be invoiced to RPU in the amounts set forth in Exhibit A ('Service Compensation"'). In addition, SoCalGas may bill RPU for its Program Measures equal to no more than ten percent (10%) of the invoiced Service Compensation 13 ("Administration Charge"). SoCalGas shall not assess any Administrative Charges for Program Measures which it performed prior to the Effective Date of this Agreement. RPU shall remit to SoCalGas the amounts set forth in any invoice for the Program Measures within thirty days of RU's receipt of the invoice. RPU shall send its invoice payment to the address indicated on the invoice. Except for the Administration Charge and the Service Compensation, SoCalGas shall not be entitled to any other fees, charges, reimbursement, or compensation. In the event that RPU disputes the payment of any amount due, the Parties shall work together in good faith to resolve such dispute promptly by negotiations between the Parties? Authorized Representatives, but without limiting either Party's right to pursue litigation.
Inspection
SoCalGas understands and acknowledges that RPU shall have the right to conduct its own inspections of the Program Measures. Any Program Measure that fails the meet the requirements of this Agreement shall, at no cost to RPU, be re-installed or otherwise corrected by SoCalGas within a reasonable period of time after RU's reports the failed inspection to SoCalGas. Should SoCalGas fail for any reason to re-install or otherwise correct, within a reasonable period of time, a Program Measure that has failed inspection, then RPU may, in its sole discretion, re- install or otherwise correct such Program Measure, upon which RPU shall be entitled to be reimbursed by SoCalGas for costs incurred by RPU for such re-installation or correction, but only to the extent (and up to) the amount received by SoCalGas from RPU under this Agreement (as compensation for Program Measures) or from SoCalGas Programs Contractors (as damages or excess costs for such contractor's failure to correct such defect). This section shall be RPU's sole remedy for any defect in accuracy, completeness or quality in the performance or result of any Program Measure.
Program Marketing
1. RPU and SoCalGas agree to coordinate advertising of the SoCalGas Programs within RPU's service territory. RPU intends to use targeted methods based on the demographic knowledge of the city of Riverside. RPU will share this information on a limited basis with SoCalGas and/or its contractors responsible for SoCalGas Programs intake and recruitment.
2. Neither Party shall use the name, logo, trademark, trade-name, nor service mark of the other Party on or with regard to any product or service directly or indirectly related to this Agreement, without the prior written approval of the other Party. By entering into this Agreement, neither Party directly or indirectly endorses any product or service provided, or to be provided, by the other Party, its successors or assignees. Each Party shall reserve the right to review and approve all marketing materials bearing the name, logo, trade-name or service mark of the Other Party prior to their release to the public. 14 Exhibit A to Schedule C
Program Measures and Funding
Table A.1 Co-Funded Measures and Prices
Total
SERVICES MH MF Unit Material Labor Reimburse-
ment
In Home Electric Measures
LED A Lamp (6-9w) Yes Yes Each _Provided by Utility Inc. in total $6.00 LED A Lamp (6-9w) Yes Yes Each Inc. in total Inc. in total $10.00 Yes Yes Each Inc. in total Inc. in total $12.00
LED Ceiling Flushmount (1 Bulb) 4 ft. White Yes Yes Each Inc. in total Inc. in total $99.00 LED Ceiling Flushmount (2 Bulb) 4 ft. White Yes Yes Each Inc. in total Inc. in total $149.00 LED Flood Lamp (11-12w) Yes Yes Each Inc. in total Inc. in total $18.43 LED Hardwired Ceiling Fixture (Circle) (17w) Yes Yes Each Inc. in total Inc. in total $80.16 LED Hardwired Porch Light Yes Yes Each Inc. in total Inc. in total $78.96 LED Night Lights Limit 2 Per Household) Yes Yes Each Inc. in total Inc. in total $11.99 LED Retrofit 8 ft. and 4 f. Light Fixtures with LED
Yes Yes Each Inc. in total Inc. in total $144.00
Kit
Refrigerator Assessment Yes Yes Each Inc. in total Inc. in total $12.00 Refrigerator w/ recycle <18 Cubic Feet Yes Yes Each Inc. in total Inc. in total $1,150.00 Refrigerator w/ recycle = 18 Cubic Feet Yes Yes Each Inc. in total Inc. in total $1,300.00 Duct Seal and Test (No SoCalGas Co-funding) Yes Yes Each Inc. in total Inc. in total $375.00 Duct Seal and Test (When co-funded by SoCalGas) Yes Yes Each Inc. in total Inc. in total $161.80 Occupancy Sensors Yes Yes Each Inc. in total Inc. in total $49.45 ECM HVAC Brushless Fan Motor Yes Yes Each Inc. in total Inc. in total $379.00 Smart Programmable Thermostat Yes Yes Each Inc. in total Inc. in total $300.00 Smart Programmable Thermostat (When co-funded Inc. in total Inc. in total $150.00 Yes Yes Each
by SoCalGas)
Computer Smart Powerstrip (2 max) - Tier 2 Yes Yes Each Inc. in total Inc. in total $99.50 Smart fan controller (SFC), AOE, rDXGF Yes No Each Inc. in total Inc. in total $225.00 Smart fan controller (SFC), AOE, rDXHP Yes No Each Inc. in total Inc. in total $240.00 Smart fan controller (SFC), AOE, rDXGF No Yes Each Inc. in total Inc. in total| $225.00 Smart fan controller (SFC), AOE, rDXHP No Yes Each Inc. in total Inc. in total $240.00 Return duct retrofit, rDXGF Yes No Each Inc. in total Inc. in total $673.00 Return duct retrofit, rDXHP Yes No Each Inc. in total Inc. in total $817.00 Crossover duct replacement, rDXGF Yes No Each Inc. in total Inc. in total $671.00 Crossover duct replacement, rDXHP Yes No Each Inc. in total Inc. in total $815.00 Lifecycle refrigerant management (LRM) +7.5%
refrigerant charge adjustment (RCA) + locking Yes No Each Inc. in total Inc. in total $280.00 schrader caps (LSC) prevent 5.3% leaks R22
rDXGF
Lifecycle refrigerant management (LRM) +7.5%
refrigerant charge adjustment (RCA) + locking Inc. in total Inc. in total $245.00 schrader caps (LS) prevent 5.3% leaks R22 No Yes Each
15 Table A.1 Co-Funded Measures and Prices (Continued)
Total
SERVICES MH MF Unit Material Labor Reimburse-
ment
In Home Electric Measures
Lifecycle refrigerant management (LRM) +7.5%
efrigerant charge adjustment (RCA) + lockin
schrader caps (LS) prevent 5.3% leaks R410 Yes No Each Inc. in total Inc. in total $280.00 efrigerant charge adjustment (RCA) + locking $245.00
chrader caps (LS) prevent 5.3% leaks R410 No Yes Each Inc. in total Inc. in total locking schrader caps (LS) prevent 5.3% leaks R22 Yes No Each Inc. in total Inc. in total $220.00 No Yes Each Inc. in total [Inc. in total $193.00
rDXGF
Lifecycle refrigerant management (LRM) install
locking schrader caps (LSC) prevent 5.3% leaks Yes No Each Inc. in total Inc. in total $220.00 R410a rDXGF
Lifecycle refrigerant management (LRM) install
locking schrader caps (LSC) prevent 5.3% leaks No Yes Each Inc. in total Inc. in total $193.00 R410a rDXGF
Lifecycle refrigerant management (LRM) +7.5%
refrigerant charge adjustment (RCA) + locking No Each Inc. in total $280.00 schrader caps (LSC) prevent 5.3% leaks R22 Yes Inc. in total rDXHP
Lifecycle refrigerant management (LRM) +7.5%
refrigerant charge adjustment (RCA) + locking
schrader caps (LS) prevent 5.3% leaks R22 No Yes Each Inc. in total Inc. in total $280.00 Lifecycle refrigerant management (LRM) +7.5%
efrigerant charge adjustment (RCA) + lockin Inc. in total Inc. in total $280.00 chrader caps (LSC) prevent 5.3% leaks R410 Yes No Each
Lifecycle refrigerant management (LRM) +7.5%
refrigerant charge adjustment (RCA) + locking Inc. in total Inc. in total $280.00 schrader caps (LSC) prevent 5.3% leaks R410a No Yes Each Lifecycle refrigerant management (LRM) install
locking schrader caps (LSC) prevent 5.3% leaks R22 Yes No Each Inc. in total Inc. in total $220.00 rDXHP
Lifecycle refrigerant management (LRM) install
locking schrader caps (LSC) prevent 5.3% leaks R22 No Yes Each Inc. in total Inc. in total $220.00 Lifecycle refrigerant management (LRM) install
locking schrader caps (LS) prevent 5.3% leaks Yes No Each Inc. in total Inc. in total $220.00 R410a rDXHP
Lifecycle refrigerant management (LRM) install
locking schrader caps (LS) prevent 5.3% leaks No Yes Each Inc. in total Inc. in total $220.00 R410a rDXHP
16 RPU ADDED MEASURES QUALIFICATION
1. Customer must be an electric customer of RPU with a current RPU bill
2. Customer shall be qualified for Program Measures according to the SoCalGas Programs qualification rules.
RPU ADDED MEASURES LOADING ORDER
1. LED's.
2. Automatic Power Down Device (Embertec or alike)
3. Torchiere fixtures replacements.
4. Central air conditioning Tune -up.
5. Occupancy Sensor
6. Refrigerator Recycle
7. ECM HVAC Motor
8. Smart Programmable Thermostat
9. Computer Smart Powerstrip
LED LIGHTING INSTALLATION
1. Do not leave LED for customer to install. LEDs must be installed, and older, inefficient bulbs removed.
LED NIGHT LIGHTS INSTALLATION
1. A limit of 2 night lights per household. Do not leave LED night lights for customer to install. LED night lights must be installed.
REFRIGERATOR ASSESSMENT, INSTALLATION & RECYCLE
1. Refrigerators must be replaced with refrigerator of the same size.
2. Billing will be based off refrigerator size.
Billing must also demonstrate the recycling of the old refrigerator
4. Old refrigerators must be taken off site and recycled at a California Department of Toxic Substances Control approved facility.
5. Must be fully installed and approved by both tenant and, if applicable, the owner.
CENTRAL AIR CONDITIONING TUNE-UP
17 1. All applicable units.
DUCT SEAL & TEST
1. All applicable units.
EFFICIENT HVAC FAN CONTROL SWITCH INSTALLATION
1. All applicable units.
OCCUPANCY SENSORS
1. Must be installed in main living area.
ECM HVAC MOTOR
1. All applicable units.
SMART PROGRAMMABLE THERMOSTAT
1. All applicable units.
COMPUTER SMART POWERSTRIP
1. A maximum of two (2) power strips installed per household.
SMART FAN CONTROLLER
RETURN DUCT RETROFIT
CROSSOVER DUCT REPLACEMENT
LIFECYCLE REFRIGERANT MANAGEMENT
1. All applicable units according to the type of housing.
Schedule D
Invoicing, Budget and Compensation
1. SoCalGas shall pay for the Program Measures costs upfront and invoice RU's share of the costs according to Schedule D. This includes all costs associated with the installation of the water measures listed in Exhibit A to Schedule C. Any future changes to the price list shall be documented and agreed to by the Parties in future Amendments to this Agreement. 18 2. SoCalGas or the SoCalGas Programs Contractors shall submit quarterly invoices to RPU by no later than the 21st calendar day of each quarter following the Effective Date. Unless otherwise set forth in Exhibit A to Schedule C, SoCalGas and/or the SoCalGas Programs Contractors, as applicable, shall use every reasonable effort to invoice RPU for each Program Measure performed under or pursuant to this Agreement by no later than ninety (90) days after the date the Program Measures have been fully performed (including, without limitation, any installation, inspections, and/or repairs). As applicable, SoCalGas shall have the discretion to delay certain individual customer invoicing to make sure corrections to the SoCalGas Programs Contractor's invoice have been completed and charge backs to the SoCalGas Programs Contractors are completed following SoCalGas and/or RPU inspections, if any. SoCalGas may submit more than one invoice to RPU in each quarter.
3. The Program Measures shall be billed to RPU in the rates set forth in Exhibit A, together with an administrative fee equal to 10% (ten percent) of the billed amounts. In order to avoid having SoCalGas' ratepayers cross subsidizing RU's programs, an "Administrative Fee" is being allocated to each invoice based on the dollar value of activity per invoice. The administrative fee includes, but is not limited to, the following functions and activities:
• Labor & Benefits
• Program Administration
• Legal / Accounting
• Contract Management
• IT Support
• Facilities / Office Equipment
• Information Technology Infrastructure, e.g., SoCalGas' EECP project tracking system
4. All other costs incurred by each Party, other than those costs identified in this Agreement, shall be considered "Party-specific" costs, and shall be the sole responsibility of the incurring Party, unless otherwise agreed to by prior written consent of the other Party.
5. The specific amounts due by RPU to SoCalGas for the applicable Program Measure are set forth in Exhibit A to Schedule C. RPU shall remit to SoCalGas, at the address and within the timeframe set forth in, and otherwise in accordance with, the applicable invoice, the amounts set forth in such invoice. In the event that RPU disputes the payment of any amount due, the Parties shall work together in good faith to resolve such dispute promptly by negotiations between the Parties' Authorized Representatives, but without limiting either Party's right to pursue litigation.
6. RPU's budget for the Program Measures, inclusive of administrative fees, are as follows:
From July 1, 2024 through June 30, 2025, the budget is $500,000 and from July 1, 2025 through June 30, 2026, the budget is $500,000. 19 7. SoCalGas shall send RPU invoices to the following address:
Ceri Dowsett
Customer Engagement Manager
3901 Orange St.
Riverside, CA 92501
951-826-2402
[email protected]
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