ATTACHMENT #1
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INNOVATION FUND PARTICIPATION AGREEMENT
This Innovation Fund Participation Agreement (“Agreement”), made as of the last date signed below (the “Effective Date”), by and between the City of Thousand Oaks (“Participant”), and Clean Power Alliance of Southern California, a Joint Powers Authority and Community Choice Aggregation program (“CPA”), referred to individually or collectively as “Party” or “Parties,” is to enroll Participant in the CPA Innovation Fund program (“Innovation Fund”), described in more detail below.
RECITALS
WHEREAS, CPA has launched the Energized Communities program (“Energized Communities”) to assist CPA’s member agencies with the implementation of building and transportation electrification measures to reduce dependence on fossil fuels and reach sustainability and decarbonization goals by providing financial and technical support; WHEREAS, as part of the Energized Communities program, CPA desires to support member agencies in implementation of creative decarbonization projects (“Innovation Fund Projects”) in their communities by providing up to $250,000 to selected member agencies through the Innovation Fund;
WHEREAS, the Innovation Fund is a competitive funding opportunity available to CPA’s member agencies that submit applications for projects that align with CPA’s mission and its program pillars: Resilience and Grid Management, Transportation and Building Electrification, and Local Clean Energy Procurement;
WHEREAS, CPA’s Board of Directors approves project funding recommendations made by a review team comprised of Community Advisory Committee members and CPA staff; and WHEREAS, the selected member agencies enter into this Agreement to outline the financial support CPA will provide to Participant to offset the cost of developing and implementing the Innovation Fund Projects as agreed upon by the Parties.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, it is mutually understood and agreed by and between the Parties as follows:
AGREEMENT
1.Term. This Agreement begins on the Effective Date and ends on June 30, 2029 or until terminated in accordance with the provisions herein (“Term”).
2.Termination. Any Party may terminate this Agreement for convenience and without liability to the other Party upon giving the other Party sixty (60) days prior written notice.
3.CPA Obligations. CPA agrees to the obligations detailed in Exhibit A, Innovation Fund Program Terms and Conditions, attached hereto.
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4.Participant Obligations. Participant agrees to the obligations detailed in Exhibit A attached hereto.
5.NO LIABILITY; NO REPRESENTATION OR WARRANTY; INDEMNITY. a. CPA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL
OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
LIMITED TO FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A
COURSE OF DEALING, USAGE, OR TRADE PRACTICE WITH RESPECT TO SERVICES PROVIDED BY PARTICIPANT.
b. INDEMNIFICATION. EACH PARTY SHALL INDEMNIFY AND HOLD
HARMLESS TO THE FULLEST EXTENT PERMITTED BY LAW THE
OTHER PARTY AND ITS ELECTED OFFICIALS, OFFICERS, EMPLOYEES,
MEMBERS, VOLUNTEERS, AGENTS, AND REPRESENTATIVES FROM
AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS,
EXPENSES, CLAIMS, AND/OR JUDGMENTS, INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS
THAT MAY DIRECTLY OR INDIRECTLY ARISE AND/OR RESULT FROM THE INDEMNIFYING PARTY’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. THIS INDEMNIFICATION SHALL BE ONLY IN
PROPORTION TO AND TO THE EXTENT THAT SUCH CLAIMS,
JUDGMENTS, CAUSES OF ACTION, DAMAGES, PENALTIES, COSTS, LIABILITIES, AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND
COSTS INCURRED IN THE DEFENSE OF ANY SUCH CLAIM OR ANY
ACTION OR PROCEEDING BROUGHT THEREON ARISE FROM THE
NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF
INDEMNIFYING PARTY, AND ITS OFFICERS, EMPLOYEES, INVITEES, OR AGENTS. NOTWITHSTANDING THE FOREGOING, CPA SHALL BE
UNDER NO OBLIGATION WHATSOEVER TO INDEMNIFY PARTICIPANT
OR HOLD PARTICIPANT HARMLESS, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES, COSTS, OR DISBURSEMENTS AS A RESULT OF PARTICIPANT’S CONSIDERATION, DEVELOPMENT, REVIEW,
DRAFTING, ADOPTION, AND/OR IMPLEMENTATION OF
PARTICIPANT’S INNOVATION FUND MEASURES.
c.LIMITATION OF LIABILITY. CPA SHALL NOT BE LIABLE TO
PARTICIPANT FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, LOST
PROFIT, LOST OPPORTUNITY, OR EXEMPLARY DAMAGES FOR ANY
CLAIM, WRIT, PETITION, OR CAUSE OF ACTION RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO PARTICIPANT’S
DEVELOPMENT, DRAFTING, REVIEW, ADOPTION, AND/OR
DPW:482-10;810-30;810-60\ev\Council\2026\060926\Clean Power Alliance Innovation Grant Att 1.docx
IMPLEMENTATION OF PARTICIPANT’S INNOVATION FUND MEASURES,
AND/OR ANY OTHER CLAIM, WRIT, PETITION, OR CAUSE OF ACTION
RELATED TO THIS AGREEMENT WHETHER ARISING FROM BREACH OF
CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE.
6.Insurance.
a. The Parties agree to provide and maintain throughout the Term of this Agreement, at their own expense, a program of insurance, or self-insurance, covering the activities and operations of their respective officers, agents and employees, and contractors for the Term of this Agreement. This insurance shall include general liability insurance with coverage limits of no less than $1,000,000 per occurrence and $2,000,000 aggregate. This insurance shall be endorsed to include the following: (i) CPA, its Board, Officers, Officials, Employees, Agents, Servants, and Volunteers are covered as additional insureds on Participant’s commercial general liability policy, and Participant’s Board, Officers, Officials, Employees, Agents, Servants, and Volunteers are covered as additional insureds on CPA’s commercial general liability policy; and (ii) a written notice to be mailed to the other Party 30 days prior to the effective date of a cancellation or non-renewal of such insurance.
b. Participant agrees to maintain throughout the Term of this Agreement, at their own expense, an automobile liability policy covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per occurrence for bodily injury and property damage.
c. The Parties agree to maintain throughout the Term of this Agreement, at their own expense, a workers’ compensation policy as required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $500,000 per occurrence for bodily injury or disease.
d. Upon request, either Party shall provide the other evidence of such coverage naming the other Party as an additional insured including an additional insured endorsement issued by the insurance company or program of self-insurance.
e. CPA may waive or change any of the requirements in this Section 6, upon mutual agreement with the Participant.
f. Nothing herein waives or reduces a Party’s indemnification obligations pursuant to Section 5.
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7.Publicity. Any marketing materials generated by Participant related to the performance of this Agreement should reference CPA’s contributions. Each Party shall make best efforts to display or utilize the words “Clean Power Alliance” and “City of Thousand Oaks” in all marketing materials, including flyers, press releases, posters, brochures, public service announcements, interviews, and newspaper articles (to the extent possible); provided, that CPA may omit “City of Thousand Oaks” from CPA marketing materials when publicizing the Innovation Fund program generally and not specifically with respect to (a) this Agreement or (b) Participant’s participation in the Innovation Fund. Any piece of publicity issued by Participant, including those mentioned above, must be reviewed and approved by CPA before issuing a press release. Participant agrees to provide CPA with reasonable time for review before such issuance.
Participant shall include CPA’s logo and a statement acknowledging CPA funding of Innovation Fund measures on any equipment and project signage. Statements shall be provided by CPA and placement of such statement shall be agreed to by both Parties.
Where CPA and Participant logos are used on any signage or documentation arising from this partnership, the logos of each Party will be of equal size.
8.General Provisions.
a. Entire Agreement. This Agreement represents the full and complete understanding between the Parties as to the subject matter of this Agreement and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties related to the subject matter of this Agreement.
b. Amendment. Any amendment to or modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative.
No verbal agreement or implied covenant will be valid to amend or abridge this Agreement.
c. Governing Law and Venue. This Agreement is governed by the laws of the State of California. Any lawsuit filed in relation to this Agreement must be filed with the Superior Court for the County of Los Angeles, State of California. d. Third Party Beneficiaries. There are no intended third-party beneficiaries of this Agreement.
e. Independent Parties. Each Party shall perform its responsibilities and activities described herein separately and not as an officer, agent, employee, or volunteer of the other Party hereto. Each Party shall be solely responsible for the acts and omissions of its officers, agents, and employees. Nothing herein shall be considered as creating a partnership or joint venture between the parties.
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f. Headings. The headings in this Agreement are for convenience only, are not a part of the Agreement, and in no way affect, limit, or amplify the terms or provisions of this Agreement.
g. Severability / Partial Invalidity. If any term or provision of this Agreement, or its application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. h. Survival. All provisions which by their nature must continue after the Agreement expires or is terminated shall survive the Agreement and remain in full force and effect, including but not limited to the indemnification requirement in Section 5. i. Notices. All notices, requests, and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery; or the date confirmed by the reputable overnight delivery service; or on the fifth calendar day after deposit in the United States Mail, postage prepaid; or the next business day following submission by electronic mail:
To CPA:
Joanne O’Neill
Senior Director, Customer Programs
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
[email protected]
With a copy, which shall not serve as notice as required or specified herein, to:
[email protected]
To Participant:
Laura Iannaccone
Sustainability Division Manager
City of Thousand Oaks
2100 E. Thousand Oaks Blvd. Thousand Oaks, CA 91362
[email protected]
j. Electronic Signatures. This Agreement may be executed by electronic signature(s) and transmitted either by facsimile or in a portable document format (“pdf”) version by email and such electronic signature(s) shall be deemed as original for purposes of this Agreement and shall have the same force and effect as a manually executed original.
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k. Execution in Counterparts. This Agreement may be executed in two or more counterpart copies, each of which shall be deemed as an original and all of which, when taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement on the latest date of execution set forth below.
______________________________
Theodore Bardacke
Chief Executive Officer
Clean Power Alliance of Southern California
Date:
______________________________
Mikey Taylor
Mayor
City of Thousand Oaks
Date:
ATTEST
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD
Nader Heydari, PE, Public Works Director
APPROVED AS TO FORM
Office of the City Attorney
Tracy Friedl, Assistant City Attorney
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Exhibit A
Innovation Fund - Program Terms and Conditions
1.CPA Obligations.
a. Financial Reimbursement. CPA will provide financial reimbursement to Participant in an amount (i) no greater than $168,450 and (ii) to be specified in the Project Scope and Budget, as defined below, to be applied toward Participant’s Innovation Fund Project (“Project Funding”).
i.CPA will issue payments within 30 days of receipt and review of supporting documentation provided by Participant, until the agreed upon budget is funded.
ii. CPA reserves the right to pause or cease payments in CPA’s sole discretion if Participant does not provide a status report (“Status Report,” as such term is defined below) in a timely manner in accordance with Section 2.c. below. iii. Participant acknowledges and agrees that the payments shall only be used for the purposes as agreed to in this Exhibit A.
b. Customer Verification. If requested by Participant, CPA may elect, in its sole discretion, to verify the status of customer accounts using data provided by Participant; provided that, Participant has obtained explicit consent from each customer for CPA to provide such customer’s account information to Participant for the purpose of verifying customer account status in connection to customer eligibility for Participant’s Innovation Fund Project.
2.Participant Obligations. In consideration of the Innovation Fund payment set forth in this Agreement, Participant shall perform obligations in accordance with the terms, conditions, and specifications set forth herein, including as follows:
a. Point of Contact. Within one (1) month of the Effective Date, Participant agrees to provide a dedicated point of contact to CPA for coordination and reporting purposes throughout the Term of this Agreement.
b. Meetings. Participant will provide project status and updates to CPA in regularly scheduled meetings, planned for every other month. Program updates and requests for reimbursement will be covered during these meetings, prior to Participant submitting payment requests.
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c. Scope and Budget. Participant shall mutually agree with CPA on a project scope and budget (“Project Scope and Budget”) that details expected milestones, targeted number of participants, quarterly budget, and expected results, substantially in the form of Exhibit B, Form of Project Scope and Budget, attached to this Agreement.
Project implementation shall be completed within two (2) years of the Effective Date of this Agreement. Participant acknowledges and agrees that it shall not be eligible to receive Project Funding until CPA and Participant mutually agree upon the Project Scope and Budget. Finalization of the Project Scope and Budget document can occur after execution of this Agreement and can be updated throughout the term of the project upon agreement by both Parties. d.Reporting. Participant agrees to provide CPA with a Status Report every six (6) months, and a project summary report (“Summary Report”) upon completion of their Innovation Fund Project. The Status Report must include the metrics agreed upon by the Parties in the Project Scope and Budget. The Summary Report shall detail the outcomes of Participant’s Innovation Fund Project, how Project Funding was utilized to implement the Innovation Fund Project, and the key project metrics and benefits resulting from implementation of the Innovation Fund Project. e. Project Funding. Participant shall specify expected use of Project Funding and note those plans in the Project Scope and Budget. The Project Funding agreed upon by both Parties will be considered eligible expenses for CPA payment. i. Participant acknowledges and agrees that any costs for consultant fees, installation of equipment, rebates or incentives to customers, or any other Innovation Fund Project measures that are not agreed upon under the Project Scope and Budget shall be borne by Participant.
ii. Participant is allowed to combine Project Funding from CPA with funding from other organizations and sources, subject to any requirements by those funding sources. Participant shall inform CPA if grants and other funding related to the Project Scope and Budget are received. Participant agrees and acknowledges that in no event shall the combined funding from CPA and third parties exceed 100% of total project costs. Should such situation arise, the Parties will review the Project Scope and Budget to consider amendments and/or a reduction in Project Funding.
iii.Reimbursement. Participant shall submit appropriate documentation to request reimbursement for measures as specified in the agreed upon Project Scope and Budget substantially in the form of Exhibit C, Form of Reimbursement Request, attached to the Agreement.
f.CPA Customer. Participant represents and warrants that Participant is a CPA public agency customer and acknowledges and agrees that Participant is required to continue to be a CPA public agency customer in order to be eligible to receive DPW:482-10;810-30;810-60\ev\Council\2026\060926\Clean Power Alliance Innovation Grant Att 1.docx
financial reimbursement under this Agreement. Further, Innovation Fund Projects that incorporate energizing equipment must charge such equipment only at sites that receive CPA electrical service. Participant acknowledges that any funding distributed to customers as part of the Participant’s Innovation Fund Project shall only be distributed to CPA customers.
g. Data Sharing and Ongoing Data. For Innovation Fund Projects that require CPA’s support in verifying customer enrollment or other data needs, Participant will seek customer approval and handle any data provided securely, adhering to CPA's privacy policy and the requirements of California Public Utilities Commission Decision D.12-08-045 Attachment B (Rules Regarding Privacy and Security Protections for Energy Usage Data Applicable to Community Choice Aggregators or Electrical Service Providers). 1 Participant agrees to provide CPA access to Innovation Fund Project findings and share project data up to one-year following completion of their Innovation Fund Project, and participate in a one-year post award interview to share project status and results.
1 CPA’s Privacy Policy is available at https://cleanpoweralliance.org/privacy-policy. California Public Utilities Commission Decision D. 12-08-045 Attachment B (Rules Regarding Privacy and Security Protections for Energy Usage Data Applicable to Community Choice Aggregators or Electrical Service Providers), available at:
https://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M026/K531/26531585.PDF.
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Exhibit B
Form of Project Scope and Budget
Following the terms provided in the Participation Agreement, the specific Project Scope and Budget for Participant will be submitted to CPA substantially in the form illustrated below.
Project Summary:
Agency Name: City of Thousand Oaks
Agency Point of Contact: John Brooks, Senior Analyst, [email protected] Innovation Fund Project Title: Residential Induction Stove Rebate Program Innovation Fund Project Goals: Through a tiered rebate structure, the project will accelerate building decarbonization by supporting replacement of gas stoves with all-electric induction units in owner-occupied homes.
Funding Amount Budgeted: $168,450
Table: Project Scope and Budget
Innovation
Fund Project
Measures
and/or
Activities
Proposed
Metrics
Timeline and
Key
Milestones
Proposed
Budget per
Measure
Anticipated
Results or
Benefits per
Measure (if
known)
Summarize how
Participant
intends to use
Project Funding
to implement
measures/
activities and
how project
results will be
tracked through
proposed
metrics.
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Exhibit C
Form of Reimbursement Request
Participant will submit a W-9, and any invoices, receipts, or other appropriate documentation to show paid expenditure of funds, along with the reimbursement request for measures, as specified in the agreed upon Project Scope and Budget.
A reimbursement request with the information noted in the table below will be submitted to CPA for approval. CPA will notify the Participant of approval and forthcoming repayment.
Reimbursement Request Form
Innovation Fund
Project Measure
Reimbursement
Amount
Requested
Documentation
Provided (Invoice,
Purchase Receipt,
etc.)
Remaining Budget
(of the total Project
Funding amount)
Total Amounts