1 AMENDMENT #1 TO INCENTIVE PROGRAM IMPLEMENTATION
SERVICES AGREEMENT
BETWEEN
CENTER FOR SUSTAINABLE ENERGY
AND
CITY OF SANTA CLARA
This Amendment #1 (“Amendment”) effective as of July 16, 2024 (“Effective Date”), by and between the Center for Sustainable Energy (“CSE” or “Contractor”) and the City of Santa Clara, doing business as Silicon Valley Power (“Client” or “Entity” ) hereby amends the Incentive Program Implementation Services Agreement between the Parties dated April 3, 2020 (“Agreement”). Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement.
______________________________________________________________________________ The Parties agree to amend the Agreement as follows:
1. Section “RECITALS” is hereby removed and replaced in its entirety to read as follows:
RECITALS
WHEREAS, the California Energy Commission (“ CEC”) approved funding for and designated CSE to design and implement up to $200,000,000 in electric vehicle charger incentive projects throughout California (“CALeVIP Funding”) and CSE has accepted the CALeVIP Funding under the terms and conditions of that certain Grant Agreement (ARV-16-017) effective as of June 27, 2017 (the “Grant Agreement”).
WHERES, CEC has authorized CSE to deploy a portion of CALeVIP Funding (the “CEC Funds”), of $4,000,000, towards an incentive program in Santa Clara County (the “Peninsula-Silicon Valley Incentive Project”).
WHEREAS, Client provides locally -controlled electricity to residents and businesses in its service territory in Santa Clara County.
WHEREAS, Client desires to promote more rapid deployment of public and private infrastructure that will accelerate adoption of electric vehicles in its service territory, Client will dedicate to the Peninsula -Silicon Valley Incentive Project (“Client Funds ”) subject to the terms of this Agreement. The amount of the Client Funds is set forth in Exhibit B which is attached hereto and incorporated by reference. The Client Funds is composed of the Service Fee and Incentive Fee (both as defined in Section 5 Client Funds, as set forth in Exhibit B, are intended to be used to fund incentive payments that will be paid to public and private property owners and business owners that install electric vehicle chargers that meet specific standards in its service territory, all in connection with the incentive payment project to be developed and administered under this Agreement. Client Funds are contingent on Peninsula -Silicon Valle y Incentive Project receipt of CEC Funding no later than at that start of the Project launch, estimated to be October 2020.
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 2 WHEREAS, Client desires to hire CSE to develop and administer the Peninsula - Silicon Valley Incentive Project in consideration of payment of a fee in accordance with the terms and conditions set forth herein.
2. Section 2.1 of the Agreement is hereby removed and replaced in its entirety to read as follows:
“2.1. General. Subject to the terms and conditions of this Agreement and in consideration of the proper payment by Client of the Implementation Fee (as defined herein) and any other amounts required to be paid by Client hereunder, including without limitation the paymen t of Client Funds to fund incentive payments, CSE shall provide Client with certain program development, marketing, digital media, branding, software, management, incentive payment application review and administration, disbursement of incentive payments, data collection and reporting and other services, including modifications thereto (collectively, the "Services") as described in the scope of work attached to the Agreement (the "Scope of Work ") and CSE shall provide works created for Client, and all materials, information and deliverables prepared or developed as a result of or in connection with the Services, including any trademarks, information, content, processes, methodologies, products, goods, services, software, materials, rights, and/or data, including all intellectual property rights therein, provided to Client (other than the Client Materials and Client Data, each as defined below) and any modifications thereto (collectively, "Deliverables").”
3. Section “2.4 Client’s Obligations” is hereby removed and replaced in its entirety to read as follows:
“2.4 Client’s Obligations . Client , as a project partner, represents that it has reviewed, and it understands, the Grant Agreement ARV-16-017 (attached as “Exhibit C”) and agrees it shall comply with those terms and conditions of the Grant Agreement which are applicable to Client. Client acknowledges that Client’s timely provision of (and CSE’s access to) Client facilities, equipment, assistance, cooperation, and complete and accurate information and data from Client’s officers, agents and employees (“ Cooperation”) is essential to the performance of the Services, and that CSE shall not be liable for any deficiency in performing the Services if such deficiency results from Client’s failure to provide its reasonable cooperation as required hereunder . Cooperation includes designating a Project Representative to interface with CSE during the course of the Services, allocating and engaging additional resources as required to assist CSE in performing the Services, and providing all other necessary assistance as required hereunder.”
4. The existing Section 2 of the Agreement entitled “ DATA SECURITY” shall be renumbered to become Section 4. All Sections thereafter shall be renumbered sequentially.
All internal cross-referencing between Sections shall be renumbered accordingly.
5. The renumbered Section 5 of the Agreement entitled “ IMPLEMENTATION FEE” is hereby renumbered, removed and replaced in its entirety to read as follows:
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 3 “5. COMPENSATION AND INCENTIVE PAYMENTS
5.A Compensation for Services. As compensation for Services, C lient will pay CSE in an amount not to exceed $280,000 (the “Services Fee”) in accordance with the payment provisions set forth in “Exhibit B” (Payment Terms).
5.B Funding for Incentive Payments. Client will provide incentive funds in the amount not to exceed $1,860,000 (“Incentive Funds”) in accordance with the payment provisions set forth in “ Exhibit B” (Payment Terms). These Incentive Funds shall be transferred to CSE to fund incentive payments in accordance with Section 8 “Account and Funds Management ” of “the Scope of Work ”. In the event of a conflict between the Scope of Work and Exhibit B, Exhibit B shall control. The Parties acknowledge that, as of the Effective Date of this Amendment, Client has paid CSE a total of $1,860,000 as Incentive Funds. The Parties agree that CSE will calculate the maximum amount of Incentive Funds needed to issue payment to remaining applications that have not been paid within thirty (30) days of the Effective Date of this Amendment. Upon agreement of this amount by both Parties, CSE will return the funds not needed to issue payments within thirty (30) days of approval of the amount.
6. The renumbered Section 10.A. of the Agreement entitled “ Term” is hereby removed and replaced in its entirety to read as follows:
“A. “Term. This Agreement shall commence as of the Effective Date and shall terminate on September 30, 2025, unless terminated earlier in accordance with the provisions set forth herein (“ Term”). Notwithstanding anything to the contrary in this Agreement, Client may terminate the Agreement for convenience with sixty (60) days prior written notice to CSE.”
7. The renumbered Section 12.B entitled “Delegation” is hereby removed and replaced in its entirety to read as follows:
“B. [INTENTIONALLY OMITTED]”
8. The renumbered Section 12.C. entitled “Notices” is hereby removed and replaced in its entirety to read as follows:
“C. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and delivered personally, mailed via a nationally recognized overnight courier or sent via email correspondence (with confirmation of receipt), to the applicable Party at the addresses set forth below, unless, by notice, a Party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or upon confirmation of email receipt.
If to CSE:
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 4 Center for Sustainable Energy
3980 Sherman Street Suite 170
San Diego, California 92110
Attn: Notice Officer
E-mail: [email protected]
With a copy to (which shall not constitute notice):
[email protected]
If to Client:
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
Attn: Electric Department
E-mail:
9. “Exhibit B Payment Terms” is hereby replaced in its entirety by “Exhibit B Payment Terms”, attached to this Amendment.
10. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control.
11. Other than as specifically modified herein, all remaining provisions of the Agreement shall remain in full force and effect and are hereby ratified, approved, and confirmed.
12. This Amendment shall be subject to all of the terms and conditions of the Agreement as amended, as if it were a part thereof, including, without limitation, any provision with respect to the choice of law, venue and/or jurisdiction.
[Signature page follows.]
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 5 IN WITNESS WHEREOF, the Parties have executed this Amendment #1 as of the Effective Date.
CITY OF SANTA CLARA CENTER FOR SUSTAINABLE ENERGY
Signature:________________________ Signature:____________________________ Name:___________________________ Name: Lawrence E. Goldenhersh Title:____________________________ Title: President
Date:_____________________________
Date:________________________________
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 July 24, 2024
6 EXHIBIT B
Payment Terms
Payment of Services Fee
Services Fee shall be invoiced according to the schedule below.
License Fee and Service Fee Milestone Service Fee Amount Payments Status as
of Amendment #1
Effective Date
1. License Fee $ 15,170.00 Paid
2. Task 1 & 2 $ 20,000.00 Paid
3. Task 3 $ 12,540.00 Paid
4. Month 3 Milestone (Mar-21) $ 11,145.00 Paid
5. Month 9 Milestone (Sep-21) $ 11,145.00 Paid 6 a. Month 15 Milestone (Mar-22) $ 17,500.00 Paid 6 b. Month 18 Milestone (Jun-22) $ 17,500.00 Paid 6 c. Month 21 Milestone (Sep-22) $ 17,500.00 Paid 6 d. Month 24 Milestone (Dec-22) $ 17,500.00 Paid 6 e. Month 27 Milestone (Mar-23) $ 17,500.00 Paid 6 f. Month 30 Milestone (Jun-23) $ 17,500.00 Paid 6 g. Month 33 Milestone (Sep-23) $ 17,500.00 Paid 6 h. Month 36 Milestone (Dec-23) $ 17,500.00 Paid 6 i. Month 39 Milestone (Mar-24) $ 17,500.00 Paid 6 j. Month 42 Milestone (Jun-24) $ 17,500.00
6 k. Month 45 Milestone (Sep-24) $ 17,500.00
7. Month 48 Milestone (Dec-24) $ 12,500.00
8. Final Report $ 5,000.00
Payment of Incentive Funds
Incentive Funds shall be invoiced once per year according to the schedule below, unless otherwise mutually agreed by Program staff and Client. Once funds have been invoiced, CSE will inform applicants of newly available funding. CSE will work with Client on an ongoing basis to monitor waitlists for program funding and conduct necessary outreach to exhaust funds and/or meet equity targets. Reservation of funds for new applications is contingent on progress toward the equity target, as defined in the Implementation Manual.
Funding Region Year Incentive Funds
City of Santa Clara 2020 - 2021
$930,000
(Paid)
2021 - 2022
$930,000
(Paid)
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6