HomeMy WebLinkAboutSOUTHERN CALIFORNIA EDISON (3) - 20091fdSURANCE NC~T PEQIlIRED
WORK MAY PROCEED
CLERK 0=COUNCIL
~A~F ~ ~ ZZ~t
. d~
~~
g
~~
~~~
°~N
N o.
^~~ _~
~,
~;
AGREEMENT TO JOINTLY DELIVER THE 2010-2012
ENERGY LEADER PARTNERSHIP PROGRAM
BETWEEN
THE CITY OF SANTA ANA
ana
SOUTHERN CALIFORNIA EDISON COMPANY
Dated: December 7, 2009
A-2009-205
This program is funded by California utility ratepayers and administered by SoutherEi
California Edison under the auspices of file California Public Utilities Commission.
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT
THIS AGREEMENT TO JOINTLY DELIVER THE 2010-2012 ENERGY LEADER
PARTNERSHIP PROGRAM (the "Agreement") by and between SOUTHERN
CALIFORNIA EDISION COMPANY ("SCE") and the City of Santa Ana (the "City"), which
Agreement shall be effective as of January 1, 2010 ("Effective Date"). SCE and the City
may be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, on July 21, 2008 (and as amended on March 2, 2009), SCE submitted
its 2009-2011 Application for Approval of its Proposed Energy Efficiency Program Plans
and Public Goods Charge and Procurement Funding Requests to the California Public
Utilities Commission (the "Commission"), which application included the Energy Leader
Partnership Program in which SCE will partner with cities, counties, and other local
government organizations that have a vision for energy efficiency sustainability and a
desire to provide energy efficiency leadership to their communities;
WHEREAS, on July 2, 2009, SCE amended its aforementioned application to the
Commission, requesting approval of an extended 2010-2012 Program cycle for its proposed
plans and funding requests, including the Energy Leador Partnership Program;
WHEREAS, on September 24, 2009, the Commission authorized certain energy
efficiency programs, including the Partnership's Energy Leader Partnership Program for
the 2010-12 program cycle (the "Program");
WHEREAS the City has expressed a commitment, and has qualified, to participate
in the Program, allowing the City to demonstrate energy efficiency leadership in its
community while helping residents and businesses achieve sustainable reductions in
energy use within SCE's service territory;
WHEREAS, the City, on November 5, 2007, passed, approved and adopted a
Resolution supporting and endorsing the Program, approving the City as a Program
participant with SCE, and authorizing execution of a Partnership Agreement, in
substantially similar form as this Agreement; and
WHEREAS, the Parties desire to enter into an agreement that supersedes any and
all previous agreements, and sets forth the terms and conditions under which the Program
shall be implemented with respect to the Parties.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT
1. DEI'INITI~NS
All terms used in the singular will be deemed to include the plural, and vice versa. The
words "herein," "hereto," and "hereunder" and words of similar iznpoz•t refer to this
Agreement as a whole, including all exhibits or other attachments to this Agreement, as
the same may fiom time to time be amended or supplemented, and not to any particular
subdivision contained in this Agreement, except as the context clearly requires otherwise.
"Includes" or "including" when used herein is not intended to be exclusive, or to limit the
generality of the preceding words, and means "including without limitation." The word
"or" is not exclusive.
1.1. Agreement: This document and all exhibits attached hereto, and as amended
from tune to time.
1.2. Authorized Budget: The Commission approved maximum budget for funding
the performance by both Parties of the Program, as set forth in the Program
Implementation Plan attached hereto as Exhibit C.
1.3. Authorized Work: The work authorized by the Commission for the Program
as set forth in this Agreement and as more fully described in the Program
Implementation Plans attached hereto as Exhibit C, and as mutually agreed
hereinafter by the Parties to be performed.
1.4. Business Day: The period from one midnight to the following midnight,
excluding Saturdays, Sundays, and holidays.
1.5. Calendar Day: The period from one midnight to the following midnight,
including Saturdays, Sundays, and holidays. Unless otherwise specified, all days in
this Agreement are Calendar Days.
1.6. Contractor: An entity contracting directly or indirectly with a Party, or any
subcontractor thereof subcontracting with such Contractor, to furnish services or
materials as part of or directly related to such Party's Authorized Work obligations.
1.7. Customers or Eligible Customers: Those customers eligible for Program
services, which are SCE customers located in the City.
1.8. Energy Efficiency Measure (or Measure}: As used in the Commission's
Energy Efficiency Policy Manual, Version 4, August 2008.
1.9. EM&V: Evaluation, Measurement and Veztification of the Program pursuant
to Commission requirements.
1.10. Incentive: As used in the Commission's Energy Efficiency Policy Manual,
Version 4, August 2008.
1.11. Partner Budget: That portion of the Authorized Budget, which represents
the maximum budget and maximum allocation by period, for funding the
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT
performance of the Program by the City and as set forth in Exhibit B, subject to
amendment by SCE consistent with the terms of this Agreement.
1.12. Program Expenditures: Actual (i.e., no mark-up for profit, administrative or
other indirect costs), reasonable expenditures of the City that are pre-approved,
directly identifiable to and required for the Authorized Work in accordance with
Section 10.3.
1.13. PIP or Program Implementation Plan: The implementation plan specific to
this Partnership, together with the Energy Leader Partnership Master PIP, which
include the anticipated scope of the Program in SCE's service territory, approved by
the Commission and attached hereto as Exhibit C.
1.14. Public Goods Charge (PGC): The funds which make up the Partner Budget
and which are collected from electric utility ratepayers pursuant to Section 381 of
the California Public Utilities Code for public purposes programs, including energy
efficiency programs approved by the Commission.
2. PURPOSE
The Program is funded by California utility ratepayers and is administered by SCE
under the auspices of the Commission. The purpose of this Agreement is to set forth the
terms and conditions under which the Parties will jointly implement the Program. The
work authorized pursuant to this Agreement is not to be performed for profit.
This Agreement is not intended to and does not form any "partnership" within the
meaning of the California Uniform Partnership Act of 1994 or otherwise.
3. PROGRAM DESCRIPTION
3.1. Overview. The Energy Leader Partnership Program is designed to provide
integrated technical and financial assistance to help local governments effectively
lead their co~nmunities to increase energy efficiency, reduce greenhouse gas
emissions, protect air quality and ensure that their communities are more livable
and sustainable. The Program provides aperformance-based opportunity for the
City to demonstrate energy efficiency leadership in its community through energy
saving actions, including retrofitting its municipal facilities as well as providing
opportunities for constituents to take action in their homes and businesses. By
implementing measures in its own facilities, the City will lead by example as the
City and SCE worl~ together to increase community awareness of enen•gy efficiency
and position the City as a leader in energy management practices. The Program
will provide marketing, outreach, education, training and community sweeps to
connect the community with opportunities to save energy, money and help the
environment. Delivering sustainable energy savings, promoting energy efficiency
lifestyles, and achieving an enduring leadership role for the City through this
Program design is rooted in an effective relationship between the City, its
constituents, and SCE.
ENERGl` LEADER PARTNERSHIP PROGRAM AGREEMENT 4
3.2. Eneray Leader Partnership Level. The Program offers a tiered Incentive
structure through achievement of four separate levels of participation: "Valued
Partner," "Silver," "Gold" and "Platinum." The City will enter the Program at the
level indicated on Exhibit A hereto, which has been determined by the City's past
participation in SCE energy efficiency and demand response progY•ams both at the
city level and at the community level. Exhibit A further explains each level and the
energy savings requirements for moving to the next Energy Leader Partnership
level. SCE will traclc the City's performance under this Agreement against the
goals and objectives set forth heroin, and will notify the City when it has achieved
the next incentive level.
4. AUTHORIZED WORK
4.1. Sco e. The work authorized by the Commission is set forth broadly in the
PIP {Exhibit C} and shall be performed pursuant to the terms of this Agreement.
The Parties shall collaborate and mutually agree upon specific Program
implementation, consistent with the PIP, and the Parties shall document such
details in a "Planning Document" which is intended to evolve throughout the term
of the Program. For the avoidance of doubt, the City shall have no obligation to
implement solar projects under this Agreement.
4.2. Objoctives. The Program is designed to meet the specific goals and
milestones set forth in Exhibit B of this Agreement, while implementing the
Program strategies and meeting the general objectives and goals set forth in the
PIP, attached hereto as Exhibit C.
5. LIMITATION ON SERVICE TERRITORY -The Parties agree that Authorized Work
shall only be performed in SCE's service territory, with energy savings and demand
reduction claims applicable solely to SCE's utility system. No Authorized Worlc shall be
performed for any customers that receive electricity from a municipal utility
corporation or other electricity service provider or that do not directly receive electricity
service from SCE.
6. OBLIGATIONS Or THE PARTIES
6.1. Obligations of SCE and the City
6.1.1. Each Party will be responsible for the overall progress of its
Authorized Work, to ensure that the Program remains on target
(including but not limited to achieving the Program's specific energy
savings and demand reduction goals as set forth in Exhibit B}.
6.1.2. The Parties shall jointly coordinate and prepare all Program-related
documents, including all required reporting pursuant to Section 9,
and any such other reporting as may be reasonably requested by
SCE.
ENERGY LEADER PARTAIERSWIP PROGRAM AGREEMENT
6.1.3. To the extent practicable and with coordination by SCE, the Parties
shall use the Program as a portal for other existing or selected
programs that SCE offers, including programs targeting low-income
customers, demand response, self-generation, solar, and other
programs as described in the PIP, with a goal to enhance consistency
in rebates and other Program details, minimize duplicative
administrative costs, and enhance the possibility that programs can
be marketed together to avoid duplicative marketing expenditures.
6.1.4. Consistent with those contained in the PIP, SCE and the City will
work together to develop and accomplish additional mutually
agreeable goals.
6.2. Obligations of the Citx.
6.2.1. The City will appoint an "Energy Champion" tvho will be the primary
contact between the City and the SCE Energy Efficiency
Representative (defined in Section 6.3.1), and who will be authorized
to act on behalf of the city in carrying out the City's obligations
under this Agreement. Such appointment shall be communicated in
writing to SCE within 10 Business Days following execution of this
Agreement. The City shall communicate regularly with the SCE
Energy Efficiency Representative in accordance with Section 7.2 and
7.3 hereof, and shall advise SCE immediately of any problems or
delays associated with its Authorized Work obligations.
6.2.2. The City shall perform its Authorized Worlc obligations within the
Partner Budget and in conformance with the schedule and goals
associated with such Authorized Work as set forth in this
Agreement, and shall furnish the required labor, equipment and
material with the degree of skill, care and professionalism that is
required by current professional standards.
6.2.3. The City will be actively involved in all aspects of the Program. The
City will use its best efforts to (a) dedicate human resources
necessary to implement the Program successfully, {b} providing
support for the Program's marketing and outreach activities, and {c)
working to enhance communications with SCE to address consumer
needs.
6.2.4. Tho City shall obtain the approval of SCE when developing Program
marketing materials and prior to their distribution, publication,
circulation, or dissemination in any way to the public. In addition,
all advertising, marketing or otherwise printed or reproduced
material used to implement, refer to, or that is in any way related to
the Program must contain the respective name and logo of SCE and,
at a minimum, the following language: "This Program is ftcnded by
California utility ratepayers and administered by Southern
ENERGY F.EADER PARTNERSHIP PROGRAM AGREEMENT
California Edison under the auspices of the California Public
Utilities Commission."
6.2.5. The City shall obtain the approval of SCE prior to conducting any
Program public outreach activities (exhibits, displays, public
presentations, canvassing, etc.) and any marketing materials used in
connection with such outreach activity shall comply with the
requirements of Section 6.2.4.
6.2.6. The City shall submit to SCE, upon its request, all contracts,
agreements or other requested documents with the City's
Contractors (including subcontractors} performing Authorized Work
in connection with the Progn•am.
6.3. Obligations of SCE.
6.3.1. SCE will appoint a Partnership representative ("SCE Energy
Efficiency Representative") who will be the primary contact between
SCE and the City, and who will be authorized to act on behalf of SCE
in carrying out SCE's obligations under this Agreement. Such
appointment shall be communicated in writing to the City within 10
Business Days following execution of this Agreement.
6.3.2, SCE will oversee the activities and implementation of the Program,
in accordance with this Agreement.
6.3.3. SCE will be actively involved in all aspects of the Program. SCE will
use its best efforts to add value to the Program by (a) dedicating
human resources necessary to assist the City in implementing the
Program successfully and providing and maintaining an SCE
presence in the City, (b) providing support for the Program's
marketing and outreach activities, and (c) working to enhance
communications tivith the City to address consumer needs and
provide SCE information and services.
6.3.4. SCE shall provide, at no cost to the City, informational and
educational materials on SCE's statewide and Local energy efficiency
core programs.
6.3.5. SCE shall work with the City as requested to help identify cost-
effective energy efficient projects in the City's qualifying municipal
facilities within SCE's service territory.
6.3.6. SCE shall administer the PGC funds authorized by the Commission
for the Program in accordance with this Agreement, and SCE shall
reimbtu•se the City for Program Expendittues in accordance with
Section 10 below.
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT
6.3.7. SCE shall be responsible for coordinating and ensuring compliance
with all reporting and other filing requirements.
6.3.8. SCE shall be responsible for tracking performance of the City in
accordance with Section 10.1.2, and for verifying all energy savings
and demand reduction claims of the City, and for monitoring and
verifying achievement of the Partner Levels as described in Exhibit
A.
6.4. EM&V. Once the Commission has approved and issued an evaluation,
measurement and verification ("EM&V"} plan for the Program, such EM&V plan
shall be attached to this Agreement as Exhibit D and shall be incorporated herein
by this reference. Any subsequent changes or modifications to such EM&V plan by
the Commission shall be automatically incorporated into Exhibit D. The City shall
provide and comply with all Commission/SCE requests regarding activities related
to EM&V. The City and its Contractors shall cooperate fully with the SCE Energy
Efficiency Representative and will provide all requested information, if any, to
assure the timely completion of all EM&V Plan tasks requiring the City's
involvement or cooperation.
7. ADMINISTRATION OF PROGRAM
7.1. Decision-mal~ing and Approval.
7.1.1. Except as specifically provided in this Agreement, the following
actions and tasks require consent of both Parties:
a, Any material modification to the Authorized Worlc in
connection with the Program.
b. Any action that materially impacts the agreed-upon schedule
for implementing the Program.
c, Selection of any Contractor not previously approved by SCE.
7.1.2, Unless otherwise specified in this Agreement, the Parties shall
document all material Program decisions, including, without
limitation, all actions specified in Section 7.1.1 above, in meeting
minutes or if taken outside a meeting, through written
communication, which shall be maintained in hard copy form on file
by the Parties for a period of no less than five (5) years after the
expiration or termination of this Agreement.
7.2. Regular Meetings. During the term of this Agreement, the Partnership's
representatives identified in writing pursuant to Section 6.2.1. and 6.3.1
respectively, along with such members of the Partnership team as the Parties deem
necessary or appropriate, shall meet monthly at a location reasonably agreed upon
by the Parties. In addition to any other agenda items requested by either Party, the
agenda shall include a review the status of the City's performance against Partner
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT
Budget and toward achievernent of the goals set forth in Exhibit B. Any decision-
making shall be coached and documented in accordance with the requirements of
Section ?.1 above.
?.3. Regular Communication. Regular communication among Partnership
representatives is critical for the long-term success of the Partnership and
achievernent of Partnership goals and objectives. Notwithstanding Section 7.2,
above, the Partnership representatives identified in writing by each Partner
pursuant to Sections 6.2.1 and 6.3.1, respectively, shall communicate regularly with
each other to review the status of the Program's goals, deliverables, schedules and
budgets, and plan for upcoming Program implementation activities, and to advise
the other Party of any problems associated with successful implementation of the
Program. Any decision-making during this communication process shall be reached
and documented in accordance with the requirements of Section 7.1 above.
7.4. Nan-Responsibility for Other Party. Notwithstanding anything contained in
this Agreement in the contrary, a Party shall not be responsible for the performance
or non-performance hereunder of the other Party, nor be obligated to remedy any
other Party's defaults or defective performance.
8. DOUBLE DIPPING PROHIBITED
In perfoaming its respective Authorized Work obligations, the City shall implement the
following mechanism and shall take other practicable steps to minimize double-dipping:
8.1. Prior to providing incentives or services to an Eligible Customer, the City
and its Contractors shall obtain a signed form from such Eligible Customer stating
that:
8.1.1. Such Eligible Customer has not received incentives or services for
the same measure from any other SCE program or from another
utility, state, or local program; and
8.1.2. Such Eligible Customer agrees not to apply for or receive Incentives
or services for the same measure from any other SCE program or
from another utility, state, or local program.
Each Party shall keep its Customer-signed forms for at least five (5) years after the
expiration or termination of this Agreement.
8.2. No Party shall knowingly grovide an incentive to an Eligible Customer, or
make payment to a Contractor, who is receiving compensation for the same product
or service either through another ratepayer funded program, or through any other
funding source.
8.3. The City represents and warrants that it or its Contractors has not received,
and will not apply for or accept Incentives or services for any measure provided for
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT
herein or offered pursuant to this Agreement or the Program from any other SCE
program or from any other utility, state or local program.
$.4. The Parties shall take reasonable steps to minimize or avoid the provision of
incentives or services for the same measures provided under the Program fioin
another program or other funding source ("double-dipping").
9. REPORTING
9.1. Reporting Requirements. The Parties shall implement those reporting
requirements set forth in Exhibit E attached hereto, as the same may be amended
from time to time, or until the Commission otherwise requires or issues different or
updated reporting requirements for the Program, in which case and at which time
such Commission-approved reporting requirements shall replace the requirements
set forth in Exhibit E in their entirety.
10. PAYMENTS
10.1. Partner Budget
10.1.1. Maximum Budget: The Partner Budget is set forth in Exhibit
B to this Agreement and represents the City's maximum share of the
Program's three-year Authorized Budget. Additionally, Exhibit B sets
forth the maximum non-Incentive budget on a periodic basis during
the Pa•ogram. The City shall not be entitled to compensation in excess
of the Partner Budget (either on a periodic basis or in total), without
written authorization by SCE and receipt of a revised Exhibit B.
Consistent with Commission directives to maximize cost-effectiveness
and energy savings, the Partner Budgot set forth in Exhibit B may be
reallocated or adjusted at any time by SCE in its sole discretion,
based upon SCE's evaluation of the City's commitment to, and
progress toward the City's energy savings goals set forth herein.
10.1.2. Tracking: SCE will track the City's performance against the
objectives set forth in Section 4.2 hereof, including tracking (or
estimating) achievement towards the specific energy savings and
demand reduction goals set forth in Exhibit B, and will provide such
tracking information to the City on a regular basis, but in no event
less than quarterly. The tracking will enable SCE, to {i) properly
allocate the Authorized Budget among all the Energy Leader
Partnerships according to their individual performance and
achievement of respective goals and objectives, (ii) confirm or amend
the Partner Budget, set forth in Exhibit B hereto, based on the City's
performance of the goals and objectives set forth in this Agreement;
and {iii) determine/verify the City's eligibility to move to a new
Energy Leader Level as described in Section 3.2 hereof.
ENERGY LEADER PARTTVERSHIP PROGRAM AGREEMENT 10
10.1.3. Partner Budget Adiustment: The Parties acknowledge that
this Program is offered in furtherance of the Commission's strategic
energy efficiency goals for California and is based on the City's
commitment to attain such goals and its desire to provide leadership
to its community. To this end, in the event that SCE determines, in
its sole discretion and through the tracking mechanism set forth in
10.12 above, that the City is not performing in accordance with the
goals and objectives set forth in Section 4.2 hereof, then SCE shall
have the unilateral right to reduce, eliminate, or otherwise adjust the
Partner Budget for the remaining Program year or years (other than
for Program Expenditures previously approved by SCE) by amending
Exhibit B and providing the amended Exhibit to the City. Pursuant to
this Section, any such amended Exhibit B shall automatically be
incorporated into this Agreement and take effect immediately upon
delivery from SCE to the City.
10.1.4. Partner Budget Categories
a. Non-Incentive Budget: The Partner Budget is comprised of a
non-incentive portion which includes separate categories for
Marketing, Education & Outreach, Technical Assistance [and
Direct Implementation], all of which are more fully described
in the Program Implomentation Plan {Exhibit C).
b. Incentive Budget: As part of the Partner Budget, the City shall
be eligible to receive certain enhanced Incentives through
partnership participation in SCE core programs, as well as
additional incentives consistent with the City's tier level of
program participation, including completion of municipal
retrofit projects further described in this Agreement and in the
Program Implementation Plan. The additional Incentives will
be made available as the City reaches higher Energy
Leadership Partnership Levels in accordance with Exhibit A.
10.2. Proarain Expenditures of Cit_v. The City, with SCE's prior approval, shall be
entitled to spend PGC funds, within the limits of the Partner Budget, on Program
Expenditures. The City shall not be entitled to reimbursement of Program
Expenditures for any item (i) not specifically identifiable to the Program, (ii) not
previously approved by SCE, {iii) not expended within the term of this Agreement,
or (iv) not otherwise reimbursable under this Agreement.
10.3. Payment to the Cif. In order for the City to be entitled to PGC funds for
Program Expenditures:
10.3.1. The City shall submit monthly activity reports to SCE in a format
acceptable to SCE and containing such information as may be
required for the reporting requirements set forth in Section 9 above
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT I 1
("Monthly City Reports"), by the tenth (10"') Calendar Day of the
calendar month following performance, setting forth all Program
Expenditures.
10.3.2. The City shall submit to SCE, together with any Monthly City
Roport (if required), a monthly invoice for reimbursement of reported
Program Expenditures, in a format acceptable to SCE, attaching all
documentation reasonably necessary to substantiate the Program
Expenditures, including, without limitation, the following:
a. Contractor Costs: Copies of all Contractor invoices. If only a
portion of Contractor costs applies to the Program, the City
shall clearly indicate the line items or percentage of the invoice
amount that should be applied to the Program as provided in
Exhibit E.
b. Marketing, Education & Outreach: A copy of each distinct
marlteting material produced, with quantity of a given
marlteting material produced and the method of distribution.
c. Other expenditures: As pre-approved by SCE, with sufficient
documentation to support the expenditure.
d. Allowable Costs: Only those costs as listed in the Allowable
Cost Table contained in the Reporting Requirements attached
as Exhibit E can be submitted for payment. All invoices
submitted to SCE must report all costs using the allowable
cost elements shown on the Allowable Cost Table.
The City understands and acknowledges that all of the City's invoices
for the Program and the Monthly City Report shall be submitted to
SCE.
10.3.3. SCE reserves the right to reject any City invoiced amount for any of
the following reasons:
a. The invoiced amount, when aggregated with previous Program
Expenditures, exceeds the amount budgeted therefore in the
Partner Budget for such Authorized Worlt (as set forth in
Exhibit B).
b. Thore is a reasonable basis for concluding that such invoiced
amount is unreasonable or is not directly identifiable to or
required for the Authorized Work, and/or the Program.
c. The invoiced amount, in SCE's sole discretion, contains
charges for any item not authorized under this Agreement or
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT I2
by the Commission, or is deemed untimely, unsubstantiated or
lacking proper documentation.
10.3.4. The City shall maintain for a period of not less than five (5) years all
documentation reasonably necessary to substantiate the Program
Expenditures, including, without limitation, the documentation set
forth in Section 10.3.2above. The City shall promptly provide, upon
the reasonable request by SCE, any documentation, x•ecords or
information in connection with the Program or its Authorized Work.
SCE shall x•eview and either approve, dispute or reject for payment reported
Program Expenditures within twenty (20) Calendar Days of receipt of the
Monthly City Report and corresponding invoice. SCE shall pay all
undisputed amounts after the ten (10) Calendar Day period described in
Section 10.3.1, but within thirty (30} Calendar Days of receiving the
Monthly City Report and corresponding invoice.
10.3 Payment of Incentives. Payment of Incentives to the City shall be made in
accordance with the applicable SCE program requirements, including terms and
conditions, and only after appropriate program documents have been submitted and
approved, and the appropriate inspections of each Project have been completed to
SCE's satisfaction.
10.4. Shifting; Funds Across Budget Cate ories. SCE may shift funds within the
Partner Budget among budget categories (Marketing, Education & Outreach,
Technical Assistance, [Direct Implementation] and Incentives), which categories
and budget amounts are set forth in Exhibit B. Such shifting may be made by SCE
to the maximum extent permitted under, and in accordance with, Commission
decisions and rulings to which the Program relates.
10.5. Reasonableness of Expenditures. The City shall bear the btuden of ensuring
that its Program Expenditures are objectively reasonable. The Commission has the
authority to review all Progx•am Expenditures for reasonableness. Should the
Commission, at any time, issue a finding of unreasonableness as to any Program
Expenditure and require a refund or return of the PGC funds paid in the
reimbursement of such Program Expenditure, the City shall be solely liable far such
refund ox• return.
11. END DATE FOR PROGRAM AND ADMINISTRATIVE ACTIVITIES
Unless this Agreement is terminated pursuant to Section 25 below, or unless otherwise
agreed to by the Parties or so ordered by the Commission, the Parties shall complete all
Program Administrative activities (as defined in the PIP) and all reporting requirements
by no later than March 31, 2013, and all Direct Implementation and Marketing &
Outreach activities by no later than December 31, 2012.
ENERGY LEADER PARTNERSI-IIP PROGRAM AGREEMENT 13
12. FINAL INVOICES
The City must submit final invoices to SCE no later than March 31, 2013.
13. INDEMNITY
13.1. Indemnity by the City. The City shall indemnify, defend and hold harmless
SCE, and its respective successors, assigns, affiliates, subsidiaries, current and
future parent companies, officers, directors, agents, and employees, from and
against any and all expenses, claims, losses, damages, liabilities or actions in
respect thereof {including reasonable attorneys' fees) to the extent arising from (a)
the City's negligence or willful misconduct in the City's activities under the Proga•am
or performance of its obligations hereunder, or (b) the City's breach of this
Agreement or of any representation or warranty of the City contained in this
Agreement.
13.2. Indemnity by SCE. SCE shall indemnify, defend and hold harmless the City,
and its respective successors, assigns, affiliates, subsidiaries, current and future
parent companies, officers, directors, agents, and employees, from and against any
and all expenses, claims, losses, damages, liabilities or actions in respect thereof
(including reasonable attorneys' fees) to the extent arising from (a} SCE's
negligence or willful misconduct in SCE's activities under the Program or
performance of its obligations hereunder or (b} SCE's breach of this Agreement or
any representation or warranty of SCE contained in this Agreement.
13.3. LIMITATION OF LIABILITY. NO PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES WHATSOEVER WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR STRICT LIABILITY INCLUDING, BUT NOT LIMITED TO,
LOSS OF USE OF OR UNDER-UTILIZATION OI' LABOR OR FACILITIES, LOSS
OF REVENUE OR ANTICIPATED PROFITS, COST OF REPLACEMENT POWER
OR CLAIMS FROM CUSTOMERS, RESULTING FROM A PARTY'S
PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS
HEREUNDER, OR IN THE EVENT OF SUSPENSION OF THE AUTHORIZED
WORK OR TERMINATION OF THIS AGREEMENT.
14. OWNERSHIP OF DEVELOPMENTS
The Parties acknowledge and agree that SCE, on behalf of its Customers, shall own all
data, reports, information, manuals, computer programs, works of authorship, designs or
improvements of equipment, tools or processes (collectively "Developments") or other
written, recorded, photographic or visual materials, or other deliverables produced in the
performance of this Agreement; provided, however, that Developments do not include
equipment or infrastructure purchased for research, development, education or
demonstration related to energy efficiency. Although the City shall retain no ownership,
interest, or title in the Developments except as may otherwise be provided in this
Agreement, it will have a permanent, royalty free, non-exclusive license to use such
Developments.
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 14
15. DISPUTE RESOLUTION
15.1. Dispute Resolution. Except as may otherwise be set forth expressly herein,
all disputes arising under this Agreement shall be resolved as set Earth in this
Section 15.
15.2. Negotiation and Mediation. The Parties shall attempt in good faith to resolve
any dispute arising out of or relating to this Agreement promptly by negotiations
between the Parties' authorized representatives. The disputing Party shall give the
other Party written notice of any dispute. Within twenty (20) Calendar Days after
delivery of such notice, the authorized representatives shall meet at a mutually
acceptable time and place, and thereafter as often as they reasonably deem
necessary to exchange information and to attempt to resolve the dispute. If the
matter has not been resolved within thirty (30) Calendar Days of the first meeting,
any Party may initiate a mediation of the dispute. The mediation shall be facilitated
by a mediator that is acceptable to both Parties and shall conclude within sixty (60}
Calendar Days of its commencement, unless the Parties agree to extend the
mediation process beyond such deadline. Upon agreeing on a mediator, the Parties
shall enter into a written agreement for the mediation services with each Party
paying a pro rata share of the mediator's fee, if any. The mediation shall be
conducted in accordance with the Commorcial Mediation Rules of the Amorican
Arbitration Association; provided, however, that no consequential damages shall be
awarded in any such proceeding and each Party shall bear its own legal fees and
expenses.
15.3. Confidentiality. All negotiations and any mediation conducted pursuant to
Section 15.2 shall be confidential and shall be treated as compromise and
settlement negotiations, to which Section 1152 of the California Evidence Code shall
apply, which Section is incorporated in this Agreement by reference.
15.4. In•~unctive Relief. Notwithstanding the foregoing provisions, a Party may
seek a preliminary injunction ar other provisional judicial remedy if in its judgment
such action is necessary to avoid irreparable damage or to preserve the status quo.
15.5. Continuing Obligation. Each Party shall continue to perform its obligations
under this Agreement pending final resolution of any dispute arising out of or
relating to this Agreement.
15.6. Failure of Modiation, If, after good faith efforts to mediate a dispute under
the terms of this Agreement as provided in Section 15.2 above, the Parties cannot
agree to a resolution of the dispute, any Party may pursue whatever legal remedies
may be available to it at law or in equity, before a court of competent jurisdiction
and with venue as provided in Section 15.2.
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT IS
16. REPRESENTATIONS AND WARRANTIES
16.1. Representation of both Parties. Each Party represents and warrants, as of
the Effective Date and thereafter during the term of this Agreement, that:
16.1.1. The Authorized Worl~ performed by a Party and/or its Contractors
shall comply with the applicable requirements of all statutes, acts,
ordinances, regulations, codes, and standards of federal, state, local
and foreign governments, and all agencies thereof.
16.1.2. The Authorized Worlc performed by a Party and/or its Contractors
shall be free of any claim of trade secret, trade mark, trade name,
copyright, or patent infringement or other violations of any
proprietary rights of any person.
16.1.3. Each Party shall conform to
requirements of (Presidential)
24, 1965, as amended, and
thereunder.
the applicable employment practices
Executive Order II246 of September
applicable regulations promulgated
16.1.4. Each Party shall contractually require each Contractor it hires to
perform the Authorized Work to indemnify each other Party to the
same extent such Party has indemnified each other Party under the
terms and conditions of this Agreement.
16.1.5. Each Party shall retain, and shall cause its Contractors to retain, all
records and documents pertaining to its Authorized Work obligations
for a period of not less than five (5) years beyond the termination or
expiration of this Agreement.
16.1.6. Each Party shall contractually require all of its Contractors to
provide the other Parties reasonable access to relevant records and
staff of Contractors concerning the Authorized Work.
16.1.7. Each Party will maintain, and may require its Contractors to
maintain, the following insurance coverage or self insurance
covorage, at all times during the term of this Agreement, with
companies having an A.M. Best rating of "A-, VII" or better, or
equivalent:
(i) Workers' Compensation/Empioyer's Liability or
Equivalent: statutory minimum.
(ii) Commercial General Liability: $2 million minimum per
occurrence/$4 million minimum aggregate.
(iii) Commercial or Business Auto (if applicable}; $1 million
minimum.
ENERGY LEADER PART~IERSI-t1P PROGRAM AGREEMENT I6
(iv) Professional Liability (if applicable): $1 million
minimum.
1.6.1,8 Each Pax•ty shall take all reasonable measures, and shall require its
Contractors to take all reasonable measures, to enstu•e that the
Program funds in its possession are used solely for Authorized Work,
which measures shall include the highest degree of care that such
Party uses to control its own funds, but in no event less than a
reasonable degree of care.
17. PROOF OF INSURANCE
17.1. Evidence of Insurance. Upon request at any time during the term of this
Agreement, a Party shall provide evidence that its insurance policies (and the
insurance policies of any Contractor, as provided in Section 16.8) are in full force
and effect, and provide the coverage and limits of insurance that the Party has
represented and warranted herein to maintain at all times during the term of this
Agreement.
17.2. Self-Insurance. If a Party is self-insured, such Party shall upon request
fox•ward documentation to the other Party that demonstrates to the other Party's
satisfaction that such Party self-insures as a matter of normal business practice
befox•e commencing the Authorized Work. Each Party will accept reasonable proof of
self-insurance comparable to the above requirements.
17.3. Notice of Claims. Each Party shall immediately report to the other Party,
and promptly thereafter confirm in writing, the occurrence of any injtuy, loss or
damage incurred by such Party or its Contractors or such Party's receipt of notice
or knowledge of any claim by a third party of any occurrence that might give rise to
such a claim aver $100,000.
18. CUSTOMER CONFIDENTIALITY REQUIREMENTS
18.1. Non-Disclosure. Subject to any disclosures required by the Public Records
Act, the City, its employees, agents and Contractors shall not disclose any
Confidential Customer Information (defined below) to any third party during the
term of this Agreement or after its completion, without the City having obtained the
prior written consent of SCE, except as provided by law, lawful court order ox•
subpoena and provided the City gives SCE advance written notice of such order or
subpoena.
18.2. Confidential Customer Information. "Confidential Customer Information"
includes, but is not limited to, an SCE customer's name, address, telephone number,
account number and all billing and usage information, as well as any SCE
customer's information that is marked "confidential". If the City is uncertain
whether any information should be considered Confidential Customer Information,
the City shall contact SCE prior to disclosing the customer information.
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 17
18.3. Nan-Disclosure Agreement. Priox• to any approved disclosure of Confidential
Customer Information, SCE may require the City to enter into a nondisclosuz•e
agreement.
18.4. Commission Proceedings. This provision does not prohibit the City from
disclosing non-confidential information concerning the Authorized Worl{ to the
Commission in any Commission proceeding, or any Commission-sanctioned meeting
or proceeding or other public forum.
18.5. Return of Confidential Information. Confidential Customer Information
(including all copies, backups and abstracts thereof) provided to the City by SCE,
and any and all documents and materials containing such Confidential Customer
Information oz• produced by the City based on such Confidential Customer
Information (including all copies, backups and abstracts thereof), during the
performance of this Agreement shall be returned upon written request by SCE.
1$.6. Remedies. The Parties acknowledge that Confidential Customer Information
is valuable and unique, and that damages would be an inadequate remedy for
breach of this Section 18 and the obligations of the Parties are specifically
enforceable. Accordingly, the Parties agree that in the event of a breach or
threatened breach of this Section 18 by the City, SCE shall be entitled to seek and
obtain an injunction preventing such breach, without the necessity of px•oving
damages or posting any bond. Any such relief shall be in addition to, and not in lieu
of, money damages or any other available legal or equitable remedy.
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT ~g
18. TIME IS OF THE ESSENCE
The Parties hereby acknowledge that time is of the essence in performing their obligations
under this Agreement. Failure to comply with milestones and goals stated in this
Agreement, including but not limited to those set forth in Exhibit B of this Agreement, may
constitute a material breach of this Agreement, resulting in its termination, payments
being withheld, Partner Budgets being reduced or adjusted, funding redirected by SCE to
other programs or partners, or other Program modifications as determined by SCE or as
directed by the Commissian.
20. CUSTOMER COMPLAINT RESOLUTION PROCESS
The Parties shall develop and implement a process for the management and resolution of
Customer complaints in an expedited manner including, but not limited to: {a) ensuring
adequate levels of professional Customer service staff; (b) direct access of Customer
complaints to supervisory and/or management personnel; (c) documenting oath Customer
complaint upon receipt; and (d) directing any Customer complaint that is not resolved
within five (5) Calendar Days of receipt by the City to SCE.
21. RESTRICTIONS ON MARKETING
21.1. Use of Commission's Name. No Party may use the name of the Commission
on marketing materials for the Program without prior written approval from the
Commissian staff. In ordor to obtain this written approval, SCE must send a copy of
the planned materials to the Commission requesting approval to use the
Commission name and/or logo. Notwithstanding the foregoing, the Parties shall
disclose their source of funding for the Program by stating prominently on
marketing materials that the Program is "funded by California ratepayers under
the auspices of the California Public Utilities Commission."
21.2. Use of SCE Name. The City must receive prior review and written approval
from SCE for the use of SCE's name or logo on any marketing or other Program
materials. The City shall allow five (5) Business Days for SCE review and approval.
If the City has not received a response from SCE within the five (5) Business Day
period, thou it shall be deemed that SCE has disapproved such use.
21.3. Use of the City's Name. SCE must receive prior review and written approval
from the City for the use of the City's name ar logo on any marketing or other
Program materials. SCE shall allow five (5) Business Days for the City's review and
approval. If SCE has not received a response from the City within the five (5)
Businoss Day period, then it shall be deemed that the City has disapproved such
use.
22. RIGHT TO AUDIT
The Parties agrees that the other Party, and/or the Commission, or their respective
designated representatives, shall have the right to review and to copy any records or
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 19
supporting documentation pertaining to the their performance of this Agreement or the
Authorized Work, during normal business hours, and to allow reasonable access in order to
interview any staff of the City or SCE who might reasonably have information related to
such records. Further, the Parties agrees to include a similar right of the other Party
and/or the Commission to audit records and interview staff in any subcontract related to
performance of the Authorized Work or this Agreement.
23. STOP WORK PROCEDURES
SCE may suspend the Authorized Work being performed in their service territory for
goad cause, including, without limitation, concerns relating to program funding,
implementation or management of the Program, safety concerns, fraud or excessive
customer complaints, by notifying the City in writing to suspend any Authorized Worlc
being performed in SCE' service territory. Any performance of Authorized Work by the City
in SCE's service territory shall stop immediately, and the City may resume its Authorized
Work only upon receiving written notice from SCE that it may resume its Authorized
Work. In the event of suspension, the City shall take action required to suspend work in
progress and shall be entitled to PGC Funds for Program Expenditures incurred or accrued
pursuant to contractual or legal obligations for such Authorized Worli and in accordance
with Section 10.2 of this Agreement.
24. MODIFICATIONS
Except as otherwise provided in this Agreement, changes to this Agreement shall be
only be valid through a written amendment to this Agreement signed by both Parties.
25. TERM AND TERMINATION
25.1. Term. This Agreement shall be effective as of the Effective Date. Subject to
Section 37, the Agreement shall continue in effect until June 30, 2013 unless
otherwise terminated in accordance with the provisions of Section 25.2 or 30 below.
25.2. Termination for Breach. Any Party inay terminate this Agreement in the
event of a material breach by the other Party of any of the material terms or
conditions of this Agreement, provided such breach is not remedied within sixty (60)
days written notice to the breaching Party thereof from the non-breaching Party or
otherwise resolved pursuant to the dispute resolution provisions set forth in Section
15 herein.
25.3. Effect of Termination. Any termination by the City or by SCE shall
constitute a termination of this Agreement in its entirety (subject, however, to the
survival provisions of Section 37).
25.3.1. Subject to the provisions of this Agreement, the City shall be entitled
to PGC Funds for all Program Expenditures incurred or accrued
pursuant to contractual or other legal obligations for Authorized
Work up to the effective date of termination of this Agreement,
provided that any Monthly City Reports or other reports, invoices,
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 20
documents or information required under this Agreement or by the
Commission are submitted in accordance with the terms and
conditions of this Agreement. The provisions of this Section 25.3.1
shall be the City's sole compensation resulting from any termination
of this Agreement.
25.3.2. In the event of termination of this Agreement in its entirety, the City
shall stop any Authorized Work in progress and take action as
directed by SCE to bring the Authorized Work to an orderly
conclusion, and the Parties shall work cooperatively to facilitate the
termination of operations and of any applicable contracts for
Authorized Work.
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 21
26. WRITTEN NOTICES
Any ~vritten notice, demand or request xequired or authorized in connection with this
Agreement, shall be deemed properly given if delivered in person or sent by facsimile,
nationally recognized overnight courier, or first class mail, postage prepaid, to the address
specified below, or to another address specified in writing by a Party as follows:
The City:
Public Works Agency
City of Santa Ana
City Hall
20 Civic Center Plaza, M-21
Santa Ana, CA 92701
SCE:
Southern California Edison Company
Jim Hodge
6042-A N. Irwindale Ave.
Irwindale, CA 91702
Notices shall be deemed received (a) if personally or hand-delivered, upon the date of
delivery to the address of the person to receive such notice if delivered before 5:00 p.m., or
otherwise on the Business Day following personal delivery; (b) if mailed, three (3) Business
Days after the date the notice is postmarked; (c) if by facsimile, upon electronic
confirmation of transmission, followed by telephone notification of transmission by the
noticing Party; or (d) if by overnight courier, on the Business Day following delivery to the
overnight courier within the time limits set by that courier for next-day delivery.
27. CONTRACTS
Each Party shall, at all times, be responsible for its Authorized Work obligations, and
acts and omissions of Contractors, subcontractors and persons directly or indirectly
employed by such Party for services in connection with the Authorized Work. Each Party
shall require its Contractors to be bound by terms and conditions which are the same or
similar to those contained in this Agreement, as the same may be applicable to
Contractors.
28. RELATIONSHIP OF THE PARTIES
The Parties shall act in an independent capacity and not as officers ar employees or
agents of each other. This Agreement is not intended to and does not form any
"partnership" within the meaning of the California Uniform Partnership Act of 1994 or
otherwise.
29. NON-DISCRIMINATION CLAUSE
No Party shall unlawfully discriminate, harass, or allow harassment against any
employee or applicant for employment because of sex, race, color, ancestry, religious creed,
national origin, physical disability (including HIV and AIDS), mental disability, medical
condition (cancer), age (over 40), marital status, and denial of family care leave. Each Party
shall ensure that the evaluation and treatment of its employees and applicants for
employment are free from such discrimination and harassment, and shall comply with the
provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a)-
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 22
(f) et seq.3 and the applicable regulations promulgated thereunder (California Code of
Regulations, Title 2, Section 7286 et seq.). The applicable regulations of the Pair
Employment and Housing Comrnissian implementing Government Code Section 12990 (a)-
(f), set forth in Chapter 6 of Division 4 of Title 2 of the California Code of Regulations, are
incorporated into this Agreement by reference and made a part hereof as if set forth in full.
Each Party represents and warrants that it shall include the substance of the
nondiscrimination and compliance provisions of this clause in all subcontracts for its
Authorized Work obligations.
30. COMMISSION/SCE AUTHORITY TO MODIFY OR TERMINATE
This Agreement and the Program shall at all times be subject to the discretion of the
Commission, including, but not limited to, review and modifications, excusing a Party's
performance hereunder, or termination as the Commission may direct from time to time in
the reasonable exercise of its jurisdiction. In addition, in the event that any ruling, decision
or other action by the Commission adversely impacts the Program, SCE shall have the
right to terminate this Agreement in accordance with the provisions of Section 25 above by
providing at least ten {10) days' prior written notice to the City setting forth the effective
date of such termination. Notwithstanding the right to terminate, as partners in the
Program, the Parties agree to share in the responsibility and to abide by Commission
energy policy supporting this Program. The Parties agree to use all reasonable efforts to
minimize the adverse impact to a Party resulting from such Commission actions, including
but not limited to modification of the required energy savings goals sot forth in Section 4.2
which are fundamental to this Agreement.
31. NON-WAIVER
None of the provisions of this Agreement shall be considered waived by either Party
unless such waiver is specifically stated in writing.
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 23
32. ASSIGNMENT
No Party shall assign this Agreement or any part or interest thereof, without the prior
written consent of the other Party, and any assignment without such consent shall be void
and of no effect. Notwithstanding the foregoing, if SCE is requested or required by the
Commission to assign its rights and/or delegate its duties hereunder, in whole or in part,
such assignment or delegation shall not require the City's consent and SCE shall be
released from all obligations hereunder arising after the effective date of such assignment,
both as principal and as surety.
33. FORCE MAJEURE
Failure of a Party to perform its obligations under this Agreement by reason of any of
the following shall not constitute an event of default or breach of this Agreement: strikes,
picket lines, boycott efforts, earthquakes, fires, floods, war (whether or not declared},
revolution, riots, insurrections, acts of God, acts of government (including, without
limitation, any agency or department of the United States of America), acts of terrorism,
acts of the public enemy, scarcity or rationing of gasoline or other fuel or vital products,
inability to obtain materials or labor, or other causes which are reasonably beyond the
control of such Party.
34. SEVERABILITY
In the event that any of the terms, covenants or conditions of this Agreement, or the
application of any such term, covenant or condition, shall be held invalid as to any person
or circumstance by any court, regulatory agency, or other regulatory body having
jurisdiction, alI other terms, covenants, or conditions of this Agreement and their
application shall not be affected thereby, but shall remain in full force and effect, unless a
court, regulatory agency, or other regulatory body holds that the provisions are not
separable from all other provisions of this Agreement.
35. 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.
36. SECTION HEADINGS
Section headings appearing in this Agreement are for convenience only and shall not be
construed as interpretations of text.
37. SURVIVAL
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 24
Notwithstanding completion or termination of this Agreement, the Parties shall
continue to be bound by the provisions of this Agreement which by their nature survive
such completion or termination, Such provisions shall include, but are not limited to,
Sections 9, ld, 13, 14, 15, 18, 22, 35 and 38 of this Agreement.
38. ATTORNEYS' FEES
Except as otherwise provided herein, in the event of any legal action or other
proceeding between the Parties arising out of this Agreement or the transactions
contemplated herein, each Party in such legal action or proceeding shall bear its own costs
and expenses incurred therein, including reasonable attorneys' fees.
39. COOPERATION
Each Party agrees to cooperate with the other Party in whatever manner is reasonably
required to facilitate the successful completion of this Agreement.
40. ENTIRE AGREEMENT
This Agreement (including all of the Exhibits and Attachments hereto which are
incorporated into this Agreement by this reference) contains the entire agreement and
understanding between the Parties and merges and supersedes all prior agreements,
representations and discussions pertaining to the subject matter of this Agreement.
41. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall be deemed to be one and the same
instrument,
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 25
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
The City:
SANTA A
.~~-
Name: David N. Ream
Title: City Manager
ATTEST:
ifit~st.- > ~
Maria R. Huizar ~.J
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
i) ~ ;
La bra Sheedy
Assistant City Attorney
RECOMMENDED FOR APPROVAL
~G r,
Raul Godinez
Executive Director - A
SCE:
SOUTHERN CALIFORNIA EDISON COMPANY
By: Lynda Ziegler
Title: Senior Vice President,
Customer Service
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 26
EXHIBIT A
ENERGY LEADER PARTNERSHIP -PROGRAM LEVEL
City 2003 City 2003-2008 Participation/ City's Retrofit Community
Baseline Energy Savings Savings Energy Energy Energy
Consutnption* Percentage
Leader Savings Saving
Requited Required
Program for next for next
Level: Level Level
Municipal
Facilities 40,910,567 3,12&,849 kWh 8% Silver 964,208 N/A
kWh net kWh
Community 1,570,741,094 179,465,887 11% - - - - - NIA 0
kWh kWh
2010 - 2012
----- ----- ----- Silver kWh kWh
• t~aseli-te nan:bers m•e uurlunlly agreed upon for ptuposes of lhrs rlgreenrent only.
Energy Leaders Partnership levels are:
Valued Partner Level -This level is the entry level for the partner to develop knowledge and establish goals towards the
Silver Level. A budget is available for energy savings projects, for marketing, education, and outreach to the community, as
well as for technical assistance toward upgrading or retrofitting partners' facilities. SCE's core program incentives wilt be
offered directly to the partner. The partner will be expected to use the rarketing and outreach funds to generate verifiable
energy savings in their own facilities and in the community and will participate in demand response at a basic Level. Valued
Level provides the Partner with 3 cents per kWh paid in addition to what is paid to the Partner under SCE's core program.
Silver Level - To qualify for this level, the partner demonstrates past participation in SCE energy efficiency programs,
develops an energy action plan, sets community and city energy reduction goals, targets ZS percent of its facilities to
complete energy efficiency upgrades, and participates in demand response. An enhanced incentive is paid at the Silver Level.
Silver Level provides the Partner with b cents per kWh paid in addition to what is paid to the Partner under SCE's core
program.
Gold Leve! - To qualify for this level, the partner demonstrates higher past participation in SCE energy efficiency programs,
establishes higher city and cornmunity program participation and energy savings goals and makes a higher commitment to
participate in demand response. Incentive factors are higher for partner facilities' energy efticierrcy projects. Gold Level
provides the Partner with 9 cents per kWh paid in addition to what is paid to the Partner under SCE's core program.
Platinum Level - To qualify for this level, the partner demonsh'ates even higher past participation in energy efficiency
programs, is innovative and integrates Energy Action Plan policies, ordinances and procedures. Ail facilities are targeted for
energy efficiency upgrades and the partner makes a higher convnitrnent to participate in Demand Response. incentive factors
are highest for Partner facilities' energy efficiency projects and additional incentives are made available for customized
community energy efficiency projects. Platinum Level provides the Partner with l2 cents per kWh paid in addition to what is
paid to the Partner under SCE's core program.
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 27
EXHIBIT "B"
ENERGY LEADER PARTNERSHIP PROGRAM
2010-12 GOALS & PARTNER BUAGET
Program Cycie Partner Budget and Goals:
Maximum Partner
Budget KWh Energy Savings
Goal kW Peak Demand
Reduction Goal
2010-12: $1,352,098 3,777,666 KWte 836 kW gross
gross
Incentive: $642,203
Non-Incentive: $709,845
(Marketing, Education &
Outreach, Technical
Assistanco [and Direct
lmpiementation))
Minimum Performance % vs. Expenditures of Nan Incentive Partner
Budget:
Performance 12 months 24 Months 30 Months 36 Months
Cate or into Pro •am into Pro ram znto Pro am into Program
Non- NTE 40% ~ NTE 65% NTE 90% NTE 100%
Incentive
Budget
Expended
&O
Minimum i.S% b0% 70%
kWh
Achieved
Minimum 1~% 1;i0% 70%
kW Achieved
* NTE = Not To Exceed
Explanation ofnon-Incentive Partner Budget allocatlon against goals:
Maximum Percent of total non-incentive Partner Budget expended by the end of year 1: 44%
Minimum kWh achieved by the end of year 1: 15% of 3-year goal
Maximum Percent of total non-incentive Partner Budget expended by end of year 2; 65%
Minimum kWh achieved by end of year 2; 50% of 3-year goal ,
Maximum Percent of total non-incentive Partner Budget expended by end of the 2nd quarter of year 3: 90%
Minimum kWh achieved by the end of 2nd quarter of year 3; 70% of 3-year goal
L~ accordance with Section 10 of this Agreement, SCE reserves tfie right to assess the progress made by the City al any
time with respect to the above goals, at:d may in its sole discretfo~r erect to sfi ~ fu-rds amor:g categories or redistribute
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 28
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 29
EXHIBIT C
PROGRAM IMPLEMENTATION PLANS
[To be attached]
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT
City of Santa Ana Ener~v Leader Partnership
1. Program Name: City of Santa Ana Energy Leader Partnership
2. Projected Program Budget Table
Table 1-- Refer to Table 1 in ELPP Master PIP.
3. Projected Program Gross Lnpacts Table
Table 2 -Refer to Table 2 in ELPP Master P1P
4. Program Element Description and Implementation Plan
The City of Santa Ana Energy Leader Partnership began in 2008 as a pilot to model
SCE's new Energy Leader model. This PIP represents a three year continuation of an
effort whose first year's activity pI•oved very successful.
Santa Ana is the most poprllous city in Orange County, California, and serves as its
county seat. In addition to being part of the second largest metropolitan area in the
United States -with neighboring cities Las Angeles and Long Beach - ,the City of Santa
Ana has shown great initiative in conservation of natural resources and energy. The City
of Santa Ana encourages its residents to live sustainably and has ah•eady partnered with
multiple local and national organizations to bring about change in the way residents
consume resources. With influence over almost thil-teen million people in the Los
Angeles-Long Beach--Santa Ana area, the City of Santa Ana stands out as a leader in
sustainable living.
The City of Santa Ana Energy Leader Partnership is one of 18 paI•tnerships in SCE's
Energy Leader Partnership Program (ELPP). The ELPP provides a firlly integrated
portfolio of comprehensive technical and fnancial assistance to local governments that is
specifically structured to overcome the primary barriers to energy efficiency adoption by
local governments so that they can help implement the goals and strategies identified in
the Strategic Plan. The ELPP is described in detail in the Master PIP. The purpose of
this sub-program PIP is to describe elements that this individual Local Government
partnership has committed to as well as any unique features of this partnership; thus,
several of the items below may be marked "n/a" or "See the ELPP Master PIP."
a) List of Program Elements
The three core program elements are similar to those identified in the ELPP Master
PIP: Element A -Government Facilities, Element B -Strategic Plan Activities and
Element C -Core Program Coordination.
b) Overview
The Santa Ana Energy Leader Partnership (SAELP) Program is an existing local
goveenment partnership and will be transitioning into SCE's Energy Leader
2009 - 201 I Energy Eft7ciency Pians
l45 March 2009
City of Sarrta Ana Ener~y Leader Partnership
partnership portfolio. Santa Ana piloted this model at the Silver level throughout
2008.
The partnership will further SCE's goals for local governments in keeping with the
goals and objectives of the Strategic Plan and will demonstrate leadership in its
community by retrofitting municipal buildings and adopting supporting policies
consistent with the commission's sustainability goals. The partnership will assist and
facilitate residents, businesses and city officials in understanding, managing, and
reducing energy use and casts. It will position the partners as energy leaders,
connecting the community with best practices and opportunities to take action to save
energy, money and the environment.
Core Program Element A -Government Facilities
A1) Retrofit of municipal facilities
The City of Santa Ana Energy Leader Partnership will help coordinate retrofits of
municipal facilities, including HVAC, boon indoor and outdoor lighting, and a
planned solar element project in support of the California Solar Initiative (CSI).
A.2) Retro-commissioning (of buildings or clusters of buildings)
Eligible municipal buildings will be considered for retro-commissioning and
monitoring-based cortnnissioning as they are identified.
A.3) Integrating Demand Response into the audits
The City of Santa Ana is currently implementing a Demand Response component in
the cfu•rent retrofit projects. A DR/EE audit will be conducted for eligible facilities
and recommendations implemented as feasible. See the ELPP Master PIP for more
on this section.
A.4) Technical assistance for project management, training, audits
The partnership will provide technical assistance to overcome barriers to the
implementation of energy efficiency retrofits as identified in the ELPP Master PIP.
A.5} On-bill financing
On-bill financing will not be available at tlne beginning of the program cycle.
However, it may be added in the firture, as each city and county in tlne partnership has
indicated an interest in using on-bill financing. In alignment with the Strategic Plan's
emphasis on leveraging financial tools to encourage action on efficiency; as well as
guidance from the CPUC on financing, SCE will continue on-bill financing pilots and
will assess expanding these services to both residential and non-residential markets in
the future.
Core Program Element B -Strategic Plan Support
The Santa Ana Energy Leader Partnership will support a city~,vide strategic plan
addressing energy efficiency, DSM, alternative energy and climate preservation and
identify additional program opportunities in filltherance of the AB 32 and the goals
and objectives of the Strategic Plan.
Soutl;em California Edison 21109-20 1 l Energy EA7cicncy Plans
I46 Llarch 2009
City of Santa Ana Energy Leader Partnership
B.1) Code Compliance Support
The City of Santa Ana will consider shoring up Title 24 compliance and/or other
code efficiency/compliance to the extent the City can remain business-friendly and
competitive. The partnership will provide training for plan checkers, inspectors and
personnel employed in the trades.
B.2) Reach Cade Support
Although no Reach codes are planned at this time, the partnership 1vi11 explore
meaningful CEC-approved Reach codes as pat•t of its effort to add value to energy
efficiency in alignment with the strategies stated in the Master PIP. This activity will
follow the proposed path described in the Codes & Standards PIP.
B.3) Guiding Document(s) Support .
The partnership will provide support for development of a Sustainability Plan in line
with the goals and objectives found in the Strategic Plan.
B.4) Financing for the community
The City of Santa Ana will explore implementing an AB $11 Funding Mechanism to
encourage 200 residents and 50 businesses to invest in solar retrofits. The program, if
implemented, will enable residents and businesses to repay loans via property tax
bills. The partnership will provide technical assistance and facilitate peer-to-peer
support.
B.5} Peer-to-Peer Support
The partnership is interested in providing and sharing best practices with othet•
partnerships. SCE will arrange to have a reptesentative from the City of Palm Desert
provide guidance on how fo set ttp an AB 811 handing program. The partnership and
the city will determine how and to what extent such a program is applicable to its
citizenry.
Core Program Element C -Core Program Coordination
The partnership will provide residents and business owners r~vith comprehensive
marketing and outreach, education and training opportunities take action to save
energy, money and the environment. In addition, the program will act as a portal for
all energy offerings, delivering information on demand response, self-generation, the
California Solar Initiative (CSI), and low income programs, including California
Alternative Rate for Energy (CARE). Please see description in the ELPP Master PIP.
C.1) Outreach & Education
The partnership will work ~yith core programs to make a variety of public education
materials for use in community outreach efforts, to be delivered at community events,
through local schools municipal services bills, direct mail, and the partnership's
webpage. The partnership plans to co-brand and promote core and third party
programs as needed, based on analysis of the city's energy use profile. Higher
energy-using or underserved segments will be provided with ptogram infar•mation
and opportunities to take action; for example, a Community sweep for the Appliance
ovuu~em ~au~omia tmson 2009-2011 Energy ERiciency Plans
i47 March 2009
City of Santa Ana Energy Leader Partnership
Recycling program, Operation Lamp exchange and others; See other educational
marketing and outreach strategies in the Master ELPP PIP.
C.2) Residential and Small Business Direct Install
The partnership will continue to include these programs in the 2009-2011 cycle as it
did in the 2006-08 cycle.
C.3} Third-party program coordination
The City of Santa Ana Energy Leader Partnership has used third parties in the past
and expects to continue to rely on them to support, and to every extent possible,
achieve the conununity's greenhouse gas (GHG) reduction strategies and the goals
and objectives of the Strategic Plan.
C.4} Reh•ofits for just-above LIEE-qualified customers.
There is no plan to consider this in the 2009 - 2011 program cycle.
C,5) Technical assistance for program management, training, audits
The partnership will provide training and information to the city and its community
and will coordinate technical assistance, from other program as described in the ELPP
Master PIP.
c) Non-incentive services
The partnership twill build a ME&O portfolio of activities to increase community
elvollment in energy core programs. The portfolio will include other SCE services,
resources, and assets brought to support the 1b1E&O Plan, including:
• Mobile Energy Unit;
• SCE's Account Manager/Execu#ive support;
• SCE's Customer Technology Application Center (CTAC) training;
• SCE's Speakers Bureau;
• Providing limited giveaways (fot• exm~~ple, opportunity drawings and free CFLs);
and
• Providing marketing, design, and printing of brochures and other collatetal
materials.
d) Target audience
The partnership's principal target audiences are the City's municipal facilities.
Facilities to be improved include city hall, its police facility, the Corporate Yard, the
South best Senior Center, the Bowers Museum, the Transportation Center, Fire
Stations 1 -- 10, and a variety of city pal•ks. The city has a history of investing in
municipal facility energy efficiency upgrades that presently position the city at the
Silver incentive level.
e) Implementation
See the ELPP Master PIP for details on how the three core elements will be
implemented.
aoumem cauromia Edison 2009 -2011 Energy EQiciency Plans
198 - 141arch 2009
City of Santa Ana Energy Leader Partnership
S. Program Element Rationale and Expected Outcome
a) Quantitative Baseline and Market Transformation Liforrnation
By its nature, market transformation occurs as a result of numerous factors and
programs, not single sub-programs. Therefore, alt metrics are proposed at the highest
program level. Please refer to the quantitative baseline and market transformation
discussion, presented in the overaJ l program PIP.
Table 3 -Refer to the overarching program for quantitative baseline metrics
b) Market Transformation Information
By its nature, market transfol•ination occurs as a result of numerous factors and
programs, not single szib-programs. Therefore, all metrics and goals are proposed at
the highest program level. Please refer to the quantitative baseline and market
transformation discussion, presented in the overall program PIP.
Table 4 -Refer to the overarching program for market transformation metrics
c) Program Desien to Overcame Barriers
Santa Ana has large Hispanic and Asian populations many of whom do not speak
English. In addition, many of the city's residents are economically disadvantaged
with 18% of the population living below the poverty line. These demographic
characteristics are a significant barrier to energy efficiency. To address this barrier,
the City is developing a strategy for the Partnership Program that utilizes an
expansive multi-lingual approach to implement a variety of public education
programs in both English and Spanish languages (and Vietnamese in targeted events).
This strategy wilt increase energy savings from customers ~vho traditionally may not
pal•ticipate in energy efficiency programs to help combat the effects of climate
change. Public education will be delivered at community events, tluough local
schools and municipal services bills, via direct malt, and through the partnership's
webpage. Training will be provided through business organizations such as the
Greater Santa Ana Business Alliance, the Orange County Hispanic Chamber and/ol•
the South Santa Ana Merchants Association.
e) Quantitative Program Targets
Table 5
Pra ram Element Program
Tar et b 2049 Program Target
b 2010 Program
Tar et b 2011
kWh TBD TBD TBD
Number of Worksho s 2 b 10
Number of Ordinances, Codes, etc. 0 0 ~ 0
# of ME&O Events conducted that
tar et customers 2 ~ ~
Southern California Edison 2009 - 2011 Energy Efficiency Plans
f 49 March 2009
City of Santa Ana E>r><er~y Leader Partnership
b. Other Program Element Attributes
a} Best Practices
See the ELPP Master PIP.
b) Irurovation
See the ELPP Master PIP.
c) Interas7ency coordination
See the ELPP Master-PIP.
d) Lrtetlrated/coordinated Demand Side Mauas?ement
See the ELPP Master PIP.
e) Lrte>~ration across resource types (ener;?y, water, air quality, etc
Santa Ana's integration activities include the rehabilitation of all of the City's
grorrndGVater wells and pump stations that were built before 1970 to bring their
overall plant eff iciencies to the industry standard of 65% or better. The partnership
continues to look for fiuther energy and water efficiencies in the delivery
infrastructure of the city.
Opportunities for enhanced integration and including climate protection across
resource types will be identified in the development of the city's Strategic Energy and
Resource Protection Plan. The partnership will provide technical assistance and other
support, especially as it relates to utility energy elements.
f) Pilots
Street Lil~htil~g & Full Implementation on Citywide Inventory; The partnership will
implement a pilot program to evaluate the replacement of city-owned LS2 and LS3
street lights with LED street lights, if finding is available. The pilot will be targeted
in distinct circuits in order to accurately evaluate energy efficiency and cost savings.
Based on the energy savings achieved in this pilot, the partnership intends to expand
the program to replace 1,000 city-owned LS2 and 270 LS3 street lights.
AB 81 i Fundin;; Mechanism and Energ~Efficiencv Enhancement: The purpose of
this program is to encourage 200 residents and 50 businesses to invest in solar
retrofits. The program will enable residents and businesses to repay loans via property
tax bills. The partnership will provide technical assistance and facilitate peer-to-peer
support.
g} EM&V
See the ELPP Master PIP
Southern California Edison 2409-2011 Energy Efficiency Plans
t54 March 2049
City of Santa Ana Ener~y Leader Partnership
7. Partuership.Program Advancement of Strategic Plan Goals and Objectives:
Table 6
California -Long Ter•rn Energy Efficiency Program Approach to Achieving
Strategic Plan (Strategic Plan) Strategy _
Strategic Plan Goal
1-1: Develop, adopt and implement model This will be considered in the City's
building energy codes (and/or other green Strategic Energy and Resource Protection
codes} more stringent than Title 24's Plan. It will consider adopting codes at a
requirements, on both a mandatory and. level that will allow the city to remain
voluntary basis; adopt one or two business friendly and competitive.
additional tiers of increasing stringency. ,
I-2: Establish expedited permitting and This will be considered in the city's
entitlement approval processes, fee Strategic Energy and Resource Protection
structures and other incentives for green Plan.
buildings and other above-code
developments.
1-3: Develop, adopt and implement model
point-of--sale and other point-of
transactions relying on building ratings.
1-4; Create assessment districts or other Explore the applicability of an AB 811
mechanisms so property owners can fiend Funding Mechanism and Energy
EE through city bonds and pay off on Efficiency Enhancement pilot program,
property taxes; develop other EE financing
tools.
1-5: Develop broad education program and This will be considered in the city's
peer-to-peer support to local governments Strategic Energy and Resource Protection
to adopt and implement model reach codes Plan.
1-6: Link emission reductions from "reach" This will be considered in the city's
codes and programs to CARB's AB 32 Strategic Energy and Resource Protection
program Plan.
2-2: Dramatically improve compliance with This item will be considered in the city's
and enforcement of Title 24 building code, Strategic Energy and Resource Protection
and of HVAC permitting and inspection Plan.
requirements (including focus on peak load
reductions in inland areas).
2-3: Local inspectors and contractors hired This will be considered in the city's
by local governments shall meet the Strategic Energy and Resource Protection
requirements of the energy component of Plan.
their professional licensing (as such energy
components are adopted).
3-1: Adopt specific goals for efficiency of This will be considered in the city's
local government buildings, including: Strategic Energy and Resource Protection
Plan.
Soathem Caliromia Edison 2009 - 201 f Energ}• Efficiency Plans
151 i4farch 2009
City of Sauta Ana Energy Leader Partnership
California Long Term Energy Efficiency Program Approach to Achieving
Strategic Plan (Strategic Plan) Strategy Strategic3'lan Goal
3-2: Require commissioning for new This will be considered in the city's
buildings, and re-commissioning and retro- Strategic Energy and Resource Protection
commissioning of existing buildings. Plan. The city currently has no
requirements but will provide assistance
through the partnership.
3-4: Explore creation of line item in local This tivill be considered in the city's
government budgets or other options that
allow EE cost savings to be returned to the Strategic Energy and Resource Protection
Plan. The item will be considered bttt
due
department and/or projects that provided ,
to the limitations of revenue and the budget
the savings to fund additional efficiency. crisis that the City is facuig, this is a low
priority.
3-5. Develop innovation Incubator that See ELPP Master Program Implementation
competitively selects initiatives for Plan (PIP)
inclusion in local government pilot
projects.
4-l :Local goverl~ments commit to clean Development and implementation of a
energy/climate change leadership. citywide Strategic Energy and Resource
Protection Plan will reinforce the city's
long standing position as an energy leader.
4-2: Use local governments' general plan This will be considered in the city's
energy and other elements to promote Strategic Energy and Resource Protection
energy efEciency, sustainability and Plan.
climate change.
4-4: Develop local projects #hat integrate This will be considered in the city's
EE/DSM/ovate!/wastewater end use Strategic Energy and Resource Protection
Plan.
oouuicrn ~.uuiom~a raison 2009 -20! 1 Energy Efficiency Plans
!52 March 2009
City of Santa Ana Energy Leader Partnership
California Long Term Energy Efficiency
Strategic Plan (Strategic Plan) Strategy Program Approach to Achieving
Sh•ategic Plan Goal
4-S: Develop EE-t•elated "carrots" and
"sticks" using local zoning and The city cutrently offeas a program for
Solar that waives a plan check
permit and
development authority ,
inspection fees for systems that either
ptaduce energy or save natural resources.
The Strategic Energy and Resource
Protection Plan will identify additional
opportunities or "carrots" using local
zoning and development authority.
"Carrots" outside of local zoning and
development authority:
Enhanced rebates to multi-family property
owners to install efficient products such as
lighting, refrigeration, and water heaters in
common areas and dwelling units.
Energy efficiency enhancement in
conjunction witi~ AB 811 solar project
financing that will allow residents and
businesses to repay loans through property
tax liens.
2009- 20i I Energy ERlciency Plans
153 March 2069
EXHIBIT D
EM&V PLAN
[TO BE ATTACHED WHEN ISSUED SY THE COMMISSION]
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 31
EXHIBIT E
(REPORTING REQUIREMENTS]
ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT