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HomeMy WebLinkAboutSCE - Southern California Edison - Digital Energy, Inc. - Costa Mesa - Westminster - Fountain Valley - Los Angeles - Luna Energy Corp. - 2011-08-01 FIRST AMENDMENT THIS FIRST AMENDMENT ("FIRST AMENDMENT") TO THE CALIFORNIA ENERGY EFFICIENCY STRATEGIC PLAN IMPLEMENTATION CONTRACT dated August 1, 2011 (the "Contract") is effective as of 4&C /,� 2O/Z(the "First Amendment Effective Date") by and among SOUTHERN CALIFORNIA EDISON COMPANY ("SCE") AND CITY OF HUNTINGTON BEACH ("Implementer") Terms not otherwise defined herein shall have the meaning ascribed to them in the Contract RECITALS WHEREAS, the Parties previously executed the Contract for purposes of implementing the 2010- 2012 Orange County Cities Strategic Planning Activities Phase 1 Program (hereinafter referred to as the "2010-2012 Program"), WHEREAS, on May 18, 2012, the Commission issued a Decision Providing Guidance on 2013- 2014 Energy Efficiency Portfolios and 2013-2014 Marketing, Education, and Outreach ("Final Guidance Decision") guiding the Utilities to continue the Energy Efficiency Partnership Programs, which included Strategic Plan Activities, through a two year 2013-2014 transition period (hereinafter referred to as the "2013-2014 Program"), WHEREAS, on July 2, 2012, SCE submitted its respective application ("2013-2014 Application") for the implementation of energy efficiency programs to be delivered to California utility customers for the years 2013 through 2014 which included the 2013-2014 Program, a continuation of the 2010-12 Program, WHEREAS, contingent on the adoption by the Commission of a final decision approving the SCE's 2013-2014 Application as submitted ( 'Final Decision '), the Parties desire to extend the Contract through 2014 under the terms and conditions set forth in the Contract, except as otherwise provided in this First Amendment, WHEREAS. prior to the Final Decision the Commission may issue a decision to provide bridge funding for the 2013-2014 Program ("Bridge Funding Decision'). and WHEREAS, the Parties desire to further amend the Contract as necessary to update the Contract as required to reflect the extended 2013-2014 Program cycle NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows 1 Except as provided herein, and to the extent applicable, any reference in the Agreement to the "2010- 2012 Program shall hereby include both the 2010-2012 Program and the 2013-2014 Program 2 Section 18 of the Contract is hereby deleted and replaced with the following 18 TIME 1S OF THE ESSENCE 18 1 Implementer hereby acknowledges that time is of the essence in performing their obligations under this Contract Failure to comply with milestones and goals stated in this Contract, Including, but not limited to those set forth in Exhibit A of this Contract, may constitute a SCE CONFIDENTIAL I of 3 material breach of this Contract, resulting in its termination, payments being withheld, Implementer Budgets being reduced or adjusted, funding redirected to SCE to other programs or partners, or other Program modifications as determined by SCE or as directed by the Commission All Work must be performed and completed by December 31 2012 unless such date is extended pursuant to Section 18 2 or 18 3 18 2 Contingent on the Commission issuing a Bridge Funding Decision, the date upon which all Work must be performed and completed shall be extended to such date as provided in the Bridge Funding Decision 18 3 Contingent on the adoption by the Commission of a Final Decision approving SCEs 2013- 2014 Application as filed, or in a form acceptable to SCE in its sole discretion, the date upon which all Work must be performed and completed shall be extended to December 31, 2014, or such date as provided in the Final Decision 3 Section 22 of the Agreement is hereby deleted and replaced with the following 22 TERM 22 1 This Contract shall be effective as of the Effective Date Unless otherwise terminated in accordance with the pm ovisions of Section 23 below or extended pursuant to Section 22 2 or 22 3, this Contract shall expire at midnight on March 31, 20131 provided however, that all Work and services shall be completed by the dates specified in the Statement of Work 22 2 Contingent on the Commission issuing a Bridge Funding Decision, the term of this Contract shall be extended to the date provided in the Bridge Funding Decision 22 3 Contingent on the adoption by the Commission of a Final Decision approving SCE's 2013- 2014 Application as tiled, or in a form acceptable to SCE in its sole discretion, the term of tills Contract shall be extended to midnight on December 31, 2014, or such date as provided in the Final Decision 4 in Section 24, the contact mnfom mation for the Implementer and SCE shall be changed as follows Implementer: Aaron Klemm 2000 Main St Huntington Beach, CA 92648 SCE: Bernard Adebayo-lge 1515 Walnut Grove Avenue Rosemead CA 91770 5 General From and after the First Amendment Effective Date, any reference to the Contract contained in any notice. request, certificate or other instrument, document or agreement shall be deemed to mean the Contiact as amended by this First Amendment In the event of any conflict between the Contract and this First Amendment, this First Amendment shall prevail All remaining provisions of the Contract shall remain unchanged and m full force and effect Each party is fully responsible for ensuring that the person signing this First Amendment on that party's behalf has the requisite legal authority to do so SCE CONFIDENTIAL 2 of [SIGNATURE PAGE FOLLOWS] r- c) L Q G C"uy m ] " a-- O M r U 6-- U � co CV SCE CONFIDENTIAL 3 of 3 i IN WITNESS WHEREOF, the Parties hereto have, through their duly authorized representatives, have executed this First Amendment as of the First Amendment Effective Date by IMPLEMENTER CITY OF HUNTINGTON BEACH APPROVED AS TO FORM *FreJENNIFER McGRATH,City Attoraty ' 1 h,_ Title City Manager By Pain Ales�sad�o Date Assistant City Attomay SCE SOUTHERN CALIFORNIA EDISON By Erwin Furukawa Title Senior Vice President, Customer Service Date SCE CONFIDENTIAL 4 of CHANGE ORDER NO. 1 This Change Order No i (the "Change Order") is issued pursuant to the CALIFORNIA ENERGY EFFICIENCY STRATEGIC PLAN IMPLEMENTATION CONTRACT dated August 1, 2011 (the "Contract") between THE CITY OF HUNTINGTON BEACH ("implementer") and SOUTHERN CALIFORNIA EDISON COMPANY ("SCE") and sets forth certain changes to the Statement of Work ("SOW") executed by Implementer and SCE on August 1, 2011 This Change Order is effective as of , 2012 ("Change Order Effective Date") Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Contract The parties agree to modify the SOW as follows 1 Section 1, Part B is deleted in its entirety and replaced with the following B. Defined Terms: Capitalized terms not otherwise defined in this Statement of Work("SOW') will have the meaning ascribed to them in the Contract, which is attached to the SOW and incorporated herein by reference 1. Business Day: The period from one midnight to the following midnight, excluding Saturdays, Sundays, and holidays 2. Calendar Day: The period from one midnight to the following midnight, including Saturdays, Sundays, and holidays 3. Change Order: Document SCE issues to lmplementer and, unless otherwise provided in the Contract. Implementer accepts, and which changes or modifies the terms of the Contract 4. Contract: Document issued by SCE to Implementer, as may be amended in writing as provided therein. which authorizes the Work, states the terms and conditions and incorporates by reference the Statement of Work and any other referenced documents, if applicable, all of which form the agreement (Contract) between SCE and the Implementer, with the following priority in the event of conflicting provisions Change Orders, from the most recent to the earliest. the Statement of Work, the Contract. and any other referenced documents, and which facilitates payment to the Implementer for the Work described herein 5. Contract Program Manager or CPM: The SCE Representative who will manage the Program 6. Core Functioning Facility Any municipal facility larger than 2,000 square feet with uses by the municipal government office buildings (e g, city hall, fire department, police department, libraries, etc ), but does not include parks and other recreational facilities 7. CPUC: The California Public Utilities Commission 8. Implementer The City of Huntington Beach SCE CONFIDENTIAL 1 of 18 9. Month or Monthly: A term ending on the last Calendar Day of each Month. 10. Other Municipal Facilities Other facilities operated by a Participating Municipality with an SCE electric service account not included as a Core Functioning Facility, e g, traffic control facilities, outdoor recreational facilities. potable water distribution plants and equipment, sewage accounts, storm water pumps, etc 11. Participating Municipalities: The Orange County cities of Costa Mesa, Huntington Beach, Fountain Valley, Westminster, and Newport Beach 12. Performance Indicators: Specific, measureable, actionable, realistic and time-specific requirements that will directly and measurably contribute to SCE's business goals for the Contract 13. SCE Representative The CPM or such other representative authorized by SCE to manage this Program 14. Semi-annual Report Report of Program accomplishments and status to be submitted by Implementer to CPM every six Months during Contract term, as required by the schedule set forth in the Contract Semen-annual Reports shall conform to the requirements set forth in Appendix B(Regulatory Reporting Requirements) 15. Subcontractor An entity contracting duectly or indirectly with Implementer to furnish services or materials as part of or directly related to Implementer's Work 16. Title 24: California Code of Regulations(CCR), Title 24 also kno"\-n as the California Building Standards Code(composed of 12 parts) Title 24 Part 6 sets forth California's energy efficiency standards for residential and nonresidential buildings and was established in 1978 in response to a legislative mandate to reduce California's energy consumption The standards are updated periodically to allow consideration and possible incorporation of new energy efficiency technologies and methods Title 24. Part 6 is the focus of the Work under this Purchase Order 17. Work: Any and all obligations of Implementer to be performed for the Partnership pursuant to and during the term of the Conti act. any revision to the Contract or a subsequent Contract or Contract Addendum incorporating this Statement of Work The Work will include, but may not be limited to, the tasks described in Section 5 of this Statement of Work 2 Task 2 is deleted in its entirety and replaced with the following SCE CONFIDENTIAL 2 of 18 Task 2—Establish Enterprise Utility Manager System Implementer will establish a network using an enterprise Utility Manager system for monitoring the energy usage of facilities operated by Participating Municipalities As a first step, Implementer will evaluate the feasibility of using existing Utility Manager network software operated by Los Angeles County(Energy Management Information System (EEMIS)) If the Los Angeles EEMIS will meet the needs of the Implementer and the Participating Municipalities,The Implementer will facilitate the procurement of the right to its use, and all required software purchases and activities to make EEMIS functional for tracking municipal energy usage If the Los Angeles County EEMIS is determined to be unsatisfactory for the needs of the Implementer and Participating Municipalities, Implementer will develop a competitive solicitation for an enterprise Utility Manager system and award a contract based on fully defined and mutually agreeable terms and conditions for the Implementer and the selected provider Participating Municipalities selected to participate in the enterprise Utility Manager network must connect and monitor, at a minimum, all Core Functioning Facilities To complete this task, the Implementer will deliver to the CPM the following A. EEMIS/Uti,lity Manager Assessment and Planning Report Implementer will assess the capabilities of the EEMIS and prepare a planning report that describes plans for successfully completing this task as well as it plans for ensuring the sustainability of the networks functionality for the longer term Implementer will submit this report to the CPM for review and comment B. Procure Utility Manager/EEMIS System Implementer will prepare and execute a Memorandum of Understanding with Los Angeles County for the necessary EEMIS software and networking capability, if the Los Angeles County EEMIS is chosen for the Program, or procure an alternate Utility Manager system and support services The Utility Manager/EEMIS will enable Participating Municipalities to access facility energy consumption archive billing data, and report and analyze energy consumption data C. Program Management Plan (PMP) To facilitate the successful implementation of the Work. the CPM will provide the Implementer a Program Management Plan ("PMP") template, upon Contract execution The Implementer will develop a PMP, tailored to the specific needs of each Participating Municipality For each Participating Municipality, the PMP will contain sufficient information to guide the Utility Manager/EEMIS installation, including documentation of the existing hardware capability, a determination of whether each Participating Municipality has the existing capability to run Utility Manager/EEMIS, and recommendations of any necessary hardware purchases For Participating Municipalities installing Utility Manager/EEMIS, the PMP will also include the following sections • An EEMIS procurement plan, including the procurement of the required networking software capability SCE CONFIDENTIAL 3 of 18 • A data acquisition and data transfer plan into Utility Manager/EEMIS, • Identification of the sub-metering data requirements, • A training plan for the Participating Municipality, • An Utility Manager/EEMIS maintenance plan. and • A detailed description of the roles and responsibilities for the Implementer, each Participating Municipality and the County of Los Angeles or selected enterprise Utility Manager provider • An EEMIS Access Agreement(s)"EEMIS Access Agreement')to be executed by the Implementer and each Participating Municipality The EEMIS Access Agreement will specify the pricing terms and other conditions for purchasing the rights to use EEMIS, transferring data into EEMIS, storing EEMIS data and maintaining EEMIS The EEMIS Access Agreement will also include a complete description of the rights and responsibilities for all parties The Implementer will work with all Participating Municipalities to develop the PMP, and will incorporate PMP comments from each Participating Municipality and the County of Los Angeles or selected enterprise Utility Manager provider, before submitting the PMP to the CPM for review Based on the final PMP, Implementer will work with the County of Los Angeles or other selected provider to obtain detailed cost specifications for the procurement of the right to use EEMIS for each Participating Municipality, and to develop Utility Manager/EEMIS Procurement Agreement(s) ("Utility Manager/EEMIS Agreements )to be executed by the County of Los Angeles (or the selected provider)and each Participating Municipality The Utility Manager/EEMIS Agreement(s) will specify the terms and conditions for purchasing the rights to use Utility Manager/EEMIS, transferring data into Utility Manager/EEMIS, and maintaining the system The Utility Manager/EEMIS Agreement(s)will also include a complete description of the responsibilities for all parties to each Utility Manager/EEMIS Agreement(s) implementer will facilitate the execution of the Utility Manager/EEMIS Agreements by the County of Los Angeles or other provider and each Participating Municipality Each Participating Municipality must also sign the Utility Manager/EEMIS Agreement(s) befoie receiving any additional Program services The Utility Manager/EEMIS Agreement(s) may be executed at any time prior to May 1, 2012 After the Utility Manager/EEMIS Agreement(s) has(have) been executed all activities required to make the EEMIS database functional for the Participating Municipality can proceed Activities include but are not limited to the following • Procure Utility Manager/EEMIS and the required networking software capability,] Cost of networking the software is allowed if the expense has demonstrated value in meeting the CEESP strategic menu objectives and the expense is attributed to establishing the Utility Manager/EEMIS software SCE CONFIDENTIAL 4 of 18 • Modifying software technology so that individual municipal buildings and the Participating Municipality staff have appropriate on-line access, and • Training Participating Municipality staff on all aspects of data-base operations including set-up, data transfer, data storage and Utility Manager/EEMIS maintenance Additionally, Implementer will work with Los Angeles County or selected provider to ensure the Utility Manager/SEMIS program documentation is available for reference by all users I Implementer will work with the Participating Municipality and County of Los Angeles or selected provider to populate the data base and generate reports of energy consumption Activities will include but are not limited to the following • Obtaining and transferring to the data base, all relevant facility information, • Acquiring from SCE billing data and consumption data from existing sources, • Testing the database through the submission of initial data and implementing any required modifications, and • Generating periodic reports on energy usage 2 Training Program Plan Implementer will prepare a training program plan ("Training Program Plan ) for training personnel from each Participating Municipality on the functionality and operation of the Utility Manager/SEMIS system The Training Program Plan will include the following • Scope of the training to be conducted, • A description of the training curriculum to be used, and • Training schedule for Participating Municipalities 3 Training Delivery Implementer will train staff from each Participating Municipality on energy analyses techniques and develop an implementation plan for Utility Manager/EEMIS monitoring and maintenance Activities will include but are not limited to the following • hnplementer will train staff from each Participating Municipality on using Utility Manager/EEMIS to analyze energy consumption data, identify energy savings opportunities, benchmark facility usage and operations, and sustain project savings, and • Implementer will also develop a Utility Manager/EEMIS maintenance plan D. Implementer will document each Participating Municipality s policy on implementing energy efficiency upgrades after the benchmarking analysis has been completed Implementer will also document the energy efficiency actions taken by each Participating Municipality that can be attributed to the benchmarking E. During the Program period, the Implementer will ensure that all Participating Municipalities are offered Utility Manager/EEMIS integration for at least one facility in each Participating Municipality SCE CONFIDENTIAL 5 of 18 Participation will be offered in two tiers I Utility bill monitoring and reporting, and 2 Using utility meters to report real-time use F. Tool Lending Library As part of the deployment Utility Manager system, Implementer will create a regional energy auditing tool lending library, consisting of two(2) complete energy auditing toolkits for local government use These tools will facilitate the local government's ability to conduct the data collection necessary for populating the Utility Manager system At a minimum the tool lending library will make available for loan the following tools 1. Tape measures, 2. Light meters, 3. 1R/laser thermometers, 4. 1 R cameras, 5. Electrical multi-meters, 6. "Kill-a-Watt" electric usage monitors. 7. Test and balance airflow hoods, and 8. Data loggers and analysis software G. Implementer will provide internships for students. such as those in energy auditing certificate programs for energy auditing at Goldenwest College, to complete the clerical tasks in setting up the software supporting the Utility Manager/SEMIS System H. Utility Manager/EEMIS Reporting The lmplementer will, at a minimum. track the following information through the I Tool 1. Participating Municipality bills and their facilities enrolled in Utility Manager. and 2. Type and sq ft of facility I. Utility Manager/EEMIS Assessment The lmplementer will quantitatively assess the value and benefits of the Program through 1. Voluntary surveys for facility managers. 2. Usefulness of energy usage information in managing operations budgets and costs and SCE CONFIDENTIAL 6 of 18 3. Willingness to implement energy efficiency projects identified at facility Task 2 -Deliverable(s) Due Date(s) 1 Kickoff meeting with Los Angeles County NTP+ 30 Calendar Days and an understanding of the timeline 2 EEMIS/Utility Manager Assessment and NTP+45 Calendars Planning Report completed (including evaluation of Los Angeles County EEMIS system) for review and comment by SCE, if Los Angeles County EEMIS system is not adopted, provide rationale 3 If Los Angeles County EEMIS is not NTP plus 90 Calendar Days adopted, develop, issue RFP, procure Utility Manager/EEMIS System 4 Create Program Management Plan (PMP) NTP+90 Calendar Days template 5 Begin implementation of PMP for each NTP plus 120 Calendar Days Participating Municipality 6 Signed agreement(s) between the NTP plus 120 Calendar days, and Implementer and Utility Manager provider and ongoing as Participating the Utility Manager provider Municipalities enroll in the Program 7 Recruit and enroll participants in Utility Enroll first participant within NTP Manager/EEMIS from Participating plus 150 Calendar Days Municipalities customize PMP for each Participating Municipality 8 Signed agreement(s) between the NTP plus 150 Calendar days, and Participating Municipalities and the Utility ongoing as Participating Manager provider Municipalities enroll in the Program 9 Test network connectivity and fimctionality NTP+ 6 Months for facilities of each Participating Municipality 10 Prepare Utility Manager/EEMIS Installation NTP +6 Months, ongoing as new Report facilities are connected 1 1 Hire interns to provide Utility NTP+ 6 Months Manager/EEMIS software support 12 Establish tool lending library NTP+ 6 Months 13 Assess the value and benefits of the Program Ongoing throughout the Program and report list of identified needs as they occur 14 Deliver Monthly reports from Utility Monthly with Invoicing Manager/EEMIS system Requirements(see Task 8) 3 Task 3 is deleted in its entirety and replaced with the following SCE CONFIDENTIAL 7 of 18 Task 3—Develop model comprehensive local government facilities policies and programs A. linplementer will develop model comprehensive appropriate local government energy policies for Participating Municipalities that encompass capital improvement projects for facilities in their respective jurisdictions The model energy policies will address. at a minimum,the following areas I Building commissioning requirements, 2 Green Building standards, Minimum "reach" performance-based building energy efficiency codes and standards, 4 Equipment/product specifications(prescriptive and performance standards)to assist municipal procurement staff in the selection of high-efficiency equipment, 5 Plans for re-investing energy efficiency savings into each Participating Municipality's budget for future energy efficiency activities 6 Service level agreements between departments, and 7 Operations and maintenance protocols and software B. Local Government Facilities Policies and Programs Assessment and Planning Report In preparation for the development of appropriate 'reach' policies and programs for local government facilities, Implementer will review appiopiiate available climate studies and assess sufficiency for policy and program development. conduct assessment of existing reach policies and piograms and resources and prepare a plan for developing reach policies and programs for local government facilities based on the information gained from this assessment C. Model Energy,Maintenance and Service Level Policies To facilitate adoption of these policies by Participating Municipalities,the Implementer will develop and adopt model energy, maintenance and service level policies covering facilities under their management control The policies will be designed to help Participating Municipalities exceed Title 24 code requirements in the construction of new government controlled facilities and the management of existing government controlled facilities In addition, these policies will fully describe processes for commissioning of new facilities and budding energy systems energy savings ie-investment policies. Green Building practices, equipment and comfort standards, etc Finally, the Implementer will customize policies for at least four(4) Participating Municipality's needs for presentation to their city council and/or city executives for consideration to adopt comprehensive energy policies for local government facilities SCE CONFIDENTIAL 8 of 18 D. Submit Policies and Programs for Local Government Facilities to City Councils for adoption Implementer will submit energy efficiency policies and programs developed for local government facilities to each Participating Municipality city council for adoption If a policy is adopted, Implementer will submit the date the policy becomes effective, and submit to the California Energy Commission (CEC) for approval under Section 10-106' If the policies and programs are not adopted, linplementer will submit a memorandum to SCE that lists reasons for rejection and alternate plans to be undertaken to assure adoption at a later date Task 3-Deliverable(s) Due Date(s) 1 Develop, issue, and award RFP for professional NTP 90 Calendar Days services for"reach" policy development, report on status of consultant or Subcontractor to support the task 2 Submit Reach Code Assessment and Planning NTP plus 90 Calendar Days Report to SCE for review and comment 3 Develop draft model comprehensive local NTP plus 6 Months government code and ordinance amendments for Participating Municipalities for SCE review and comment using information from Utility Manager/EEMIS Task 2 4 Submit final model comprehensive local NTP plus 7 Months government policies for Participating Municipalities for SCE review and comment 5 Submit draft model energy. maintenance and NTP plus 7 Months service level policies covering facilities under management control for SCE review and comment 6 Deliver final model energy, maintenance and NTP plus 9 Months service level policies covering facilities under management control for SCE review and comment 7 Customize policies for a minimum of four(4) NTP plus 10 Months Participating Municipalities member city's needs for presentation to city council and/or city executives for consideration to adopt comprehensive energy policies for local government facilities 8 Present customized policies to city councils and First presentation NTP plus 12 Months, other city executives provide effective date of ongoing thereafter new policies. or reasons for rejection and alternative plans 9 Submit code to CEC for approval under Section NTP plus 12 Months 10-106 10 Deliver Monthly reports from tracking system Monthly with Invoicing Requirements 2 California Energy Etficienc), publication 2008 Building Energy EtficiencN Standards for Residential and Nonresidential Buildings November 2007 SCE CONFIDENTIAL 9 of 18 (see Task 8) 4 Task 4 is deleted in its entirety and replaced with the following Task 4—Invoicing and Reporting A. IR Tool After SCE provides implementer training on the iR Tool, the implementer will utilize the IR Tool, which serves three primary purposes • Enables Implementer to provide SCE with required Program information, • Provides CPM the capability to access implementer s Program information and create reports, and • Provides miscellaneous reporting support for SCE s internal and CPUC reporting requirements B. Submission of Information into IR Tool implementer will update the iR Tool on a Monthly basis in accordance with requirements delineated in Appendix A (Monthly invoicing and Reporting Requirements) Implementer will work collaboiatively with the CPM in tailoring the flat files for the Program C. Monthly Invoicing and Reporting All required Monthly invoice reports can be generated via the IR Tool hnplementer will be iesponsible for implementing. adhering to, and the submission of, the items as described in Appendix A (Monthly Invoicing and Regulatory Reporting Requirements) of this Statement of Work The invoice reporting iequirements may be amended from time to time, at which tune SCE will notify Implementer of the changes and issue a new Appendix A implementer will implement these modifications in a timely manner and future invoice documentation will reflect them D. SCE's Regulatory Reporting: implementer will implement. adhere to, and submit the items as described in Appendix B (Regulatory Reporting Requirements). attached hereto, as SCE requests The CPUC reporting requirements may be amended from time to tune, at which time SCE will notify Implementer of the changes and issue a new Appendix B Implementer will implement these modifications in a timely manner and future invoice documentation will reflect them Implementer acknowledges that SCE may, in its sole discretion, require Implementer to provide such other reports or documentation that SCE deems appropriate or necessary ("Ad Hoc SCE CONFIDENTIAL 10 of 18 Reports") Implementer will comply with any request for such Ad Hoc Report(s) within a reasonable tune or, if applicable, within the tune requested by SCE Deliverable(s) Due Date(s) 1 Prepare and submit Monthly invoices and Monthly, by the 15th Calendar Day for supporting documentation to SCE Work completed the preceding Month 2 Prepare and submit Monthly regulatory Monthly, by the 15th Calendar Day for report, including flat files and Monthly Work completed the preceding Month deliverable work sheet 3 Prepare and submit Semi-annual Reports March 1 and September I of each year of (for requirements in Appendix B)to SCE Contract term for Work completed during the preceding 6 Months 4 Prepare and submit Ad Hoc Reports As SCE requests and/or requires 5 Prepare and submit final invoice and By January 15, 2013 for final invoice and Program Report to SCE by December 31, 2012 for final Program Report 5 Task 5, Part A is deleted in its entirety and replaced with the following A. Program Ramp-Down: If there is a gap in Program services after October 15, 2012, Implementer will provide SCE with a ramp-down plan for the Program To ensure complete Program shut-down, the Program ramp-down period will commence no later than December 1. 2012 Implementer s plan for Program ramp-down will take into consideration that all services must be completed by December 31, 2012 Implementer will resolve all outstanding Program and Partnership issues and begin preparation of the Final Report beginning September I, 2012 6 Task 5, Part B is deleted in its entirety and replaced with the following B. Program Shut-Down: Implementer will provide to the CPM a plan with procedures on shutting down the Program All Program operations will be completely shut down after the last day of the Contract effective period Deliverable(s) Due Date(s) 1 Submit detailed ramp-down and shut-down plans No later than September 1 2012 and schedules to CPM for review and approval 2 Resolve outstanding Program and Partnership No later than September 1, 2012 SCE CONFIDENTIAL 11 of 18 issues and begin preparation of Final Report 3 Begin Program ramp-down No later than December 1, 2012 4 Complete all services No later than December 31, 2012 7 Task 6, Part F is deleted in its entirety and replaced with the following F. Program Next Step: Should the Program a) be mainstreamed, b) continued to be developed or, c)ended Deliverable(s) Due Date(s) 1 Submit draft Final Report for SCE review No later than December 15, 2012 and approval 2 Submit revised Final Report for SCE review No later than December 31, 2012 and approval 8 Appendix A (Monthly Invoicing and Reporting Requirements) is deleted in its entirety and replaced with the following Appendix A: Monthly Invoicing and Reporting Requirements A. Requirements Monthly hard copy invoices are required at the 15th Calendar Day of each Month for Work completed the preceding Month with invoicing supporting files described herein These invoices and supporting documents are for Work performed by the Implementer and all Subcontractors On January 15, 2013 or sooner. Implementer will submit a final invoice associated with Program services that aie tied directly to delivery of the Program deliverables No Work except that associated with preparing the Final Report (Task 6) and final invoice will be performed after December 31, 2012 Subsequent invoices will only contain expenses associated with closing out the Program (i e , administration expenses etc ) that are not directly tied to delivery of the Program goals B. Procedures 1. Implementer uploads their Customer flat files into the IR Tool The IR Tool creates a draft invoice for Implementer's review 2. CPM reviews the draft invoice and advises the Implementer to re-submit their invoice if requested Implementer is required to submit the following files to SCE by the 15th Calendar Day of each Month with each of their invoice submission • Invoice— Hard Copy and electronic copy uploaded into the IR Tool. SCE CONFIDENTIAL 12 of 18 • Program Tracking Flat File—Uploaded electronically into the IR Tool. • Financial Flat File— Uploaded electronically into the IR Tool, • Monthly Narrative - Hard Copy with invoice submission, • Deliverable Table— Uploaded electronically • Allowable Cost Table(see Appendix B)—Hard Copy with invoice submission. and • Supporting documentation—Uploaded electronically into the IR Tool 3. Upon approval by CPM, the invoice is paid C. Monthly Narrative The Monthly narrative will include a discussion on the following Program activities occurring during the Month • Administrative activities, • Marketing activities • Direct Implementation activities, • Implementers assessment of Program performance and Program status(is the Program on target, exceeding expectations, or falling short of expectations, etc ), • Discussion of changes in Program emphasis (new Program elements. less or more emphasis on a particular delivery strategy, Program elements discontinued, Measure discontinued etc ). • Discussion of near term plans for Program over the coming Months(i e , marketing and outreach efforts that are expected to significantly increase Program participation, etc ). • Changes to staffing and staff responsibilities, if any, • Changes to contacts if any, • Changes to Subcontractors and Subcontractor responsibilities, if any, and • Number of Program complaints received 9 Appendix B (Regulatory Reporting Requirements) is deleted in its entirety and replaced with the following Appendix B: Regulatory Reporting Requirements 1. Program Reporting SCE CONFIDENTIAL 13 of 18 Implementer will provide SCE with the requisite information on the prior Month's activities, accomplishments and expenditures related to its respective Work obligations, for purposes of preparing any reports required of SCE by the CPUC including Semi-Annual Reports Requirements for these reports may change per the direction of the CPUC or the CPUC's Energy Division The current reporting requirements are as follows 1.1. Semi-Annual Reporting Implementer will provide SCE with the requisite information to be compiled for the semi-annual portfolio reporting in Program Semi-annual Reports using the Semi-annual Report template set forth in Section 2 1, below 1.2. Semi-Annual Report Template �'r 1 Sem-Annual Report Template As STRATEGIC PLAN SOLICITATION SEMI ANNUAL REPORT Stral lc Plan Menu inlorm+tb ftan n a= Sco tl Goals Progr+m AccomplbNmenis m crrverf� : Local Strategto Plan ^ �'.'m' Task Scope of Work m atltlrcs � Major AceompI10h,enb Im lementer on Phase Govfs Goal Nu mDer Strata IO Plan Stiate ^(MmuOPflonjs the Goal ButlpH or Comments Notes Implementer w^II provide semiannually Program AccomplisNmenis(Column J)SCE wJl provide all other lnformaoon in is customized report template for the Program 2. Allowable Costs Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be clanrned for ratepayer- funded energy efficiency work The costs reported should be only for costs actually expended Any financial commitments are to be categorized as commitments If the reporting entity does not have a cost as listed on the cost reporting sheet, then no cost is to be reported for that item These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM If there is a desire to include additional Allowable Cost elements the CPM should be contacted in order to seek approval from the CPUC 3/30/2006 Cost Categories I Allowable Costs Administrative Cost Category Managerial and Clerical Labor Implementer Labor- Clerical Inplementer Labor- Program Design SCE CONFIDENTIAL 14 of 18 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work The costs reported should be only for costs actually expended Any financial commitments are to be categorized as commitments If the reporting entity does not have a cost as listed on the cost reporting sheet,then no cost is to be reported for that item These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM If there is a desire to include additional Allowable Cost elements, the CPM should be contacted in order to seek approval from the CPUC 3/30/2006 Cost Categories Allowable Costs Implementer Labor- Program Development Implementer Labor- Program Planning Implementer Labor- Program/Project Management Implementer Labor- Staff Management Implementer Labor- Staff Supervision j Human Resource Support and Development Implementer Labor- Human Resources Implementer Labor- Staff Development and Training Implementer Benefits- Administrative Labor Implementer Benefits - Direct Implementation Labor Implementer Benefits - Marketing/Advertising/Outreach j Labor Implementer Payroll Tax- Administrative Labor Implementer Payroll Tax- Direct Implementation Laboi Implementer Payroll Tax - Marketmg/Advertising/Outreach Labor j Implementer Pension - Administrative Labor Implementer Pension - Direct Implementation Laboi j Implementer Pennon - Marketing/Advertising/Outreach I Labor Travel and Conference Fees Implementer- Conference Fees Implementer Labor- Conference Attendance Implementer- Travel - Airfare Implementer- Travel - Lodging Implementer- Travel - Meals Implementer- Travel - Mileage Implementer- Travel - Parking Implementer-Travel - Per Diem for Misc Expenses Overhead (General and Administrative) -Labor and Materials Implementer Equipment Communications j Implementer Equipment Computing Implementer Equipment Document Reproduction SCE CONFIDENTIAL 15 of 18 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be clanmed for ratepayer- funded energy efficiency work The costs reported should be only for costs actually expended Any financial commitments are to be categorized as commitments if the reporting entity does not have a cost as listed on the cost reporting sheet,then no cost is to be reported for that item These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM If there is a desire to ►nclude additional Allowable Cost elements, the CPM should be contacted in order to seek approval from the CPUC 3/30/2006 Cost Categories Allowable Costs Implementer Equipment General Office Implementer Equipment Transportation Implementer Food Service Implementer Office Supplies Implementer Postage Implementer Labor- Accounting Support Implementer Labor- Accounts Payable Implementer Labor- Accounts Receivable Implementer Labor- Facilities Maintenance hnplementer Labor- Materials Management Implementer Labor- Procurement Implementer Labor- Shop Services Implementer Labor- Administrative j Implementer Labor- Tnansportatnon Services Implementer Labor_Automated Systems Implementer Labo► - Connnnun►cations Implementer Labor- Info►mation Technology j Implementer Labo►_- Telecommunications Marketing/Advertising/Outreach Cost Category Implementer- Bill Inserts Implementer- Brochures Implementer-Door Hangers Implementer- Print Advertisements Implementer- Radio Spots Implementer- Television Spots Implementer- Websnte Development Implementer Labor- Marketing Implementer Labor- Media Production Implementer Labor- Business Outreach Implementer Labor- Customer Outreach Implementer Labor- Customer Relations Direct Implementation Cost Category Financial Incentives to Customers Activity-Direct Labor SCE CONFIDENTIAL 16 of 18 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work The costs reported should be only for costs actually expended Any financial commitments are to be categorized as commitments If the reporting entity does not have a cost as listed on the cost reporting sheet, then no cost is to be reported for that item These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM If there is a desire to include additional Allowable Cost elements,the CPM should be contacted in order to seek approval from the CPUC 3/30/2006 Cost Categories Allowable Costs Implementer Labor- Facilities Audits Implementer Labor- Curriculum Development Implementer Labor- Customer Education and Training Implementer Labor- Customer Equipment Testing and Diagnostics Installation and Service-Labor Implementer Labor- Customer Equipment Repair and Servicing Implementer Labor- Customer Equipment Repair and Servicing Direct Implementation Hardware and Materials Implementer- Direct Implementation Literature Implementer- Education Materials j Implementer- Energy Measurement Tools Implementer- Installation Hardware Implementer-Audit Applications and Forms Rebate Processing and Inspection - Labor and Materials Implementer Labor- Field Verification Implementer Labor- Rebate Processing Implementer- Rebate Applications 10 General From and after the Change Order Effective Date, any reference to the SOW contained in any notice, request, certificate or other instrument, document or agreement shall be deemed to mean the SOW as amended by this Change Order Except as modified herein_ all other terms and conditions of the SOW shall remam in full force and effect SCE CONFIDENTIAL 17 of 18 A IN WITNESS WHEREOF, the Parties hereto have caused this Change Order to be executed by their duly authorized representatives as of the Change Order Effective Date IMPLEMENTER CITY OF HUNTINGTON BEACH APPROVED AS TO FORM JENNIFER McGRATH,City Attomoy 8y Paul D'Aleassm& #Fedon Aeeiotant City Attomay Title City Manager r Date ' SCE SOUTHERN CALIFORNIA EDISON —E�F By Erwin FUILikawa Title Senior Vice President Customer Service Date l-f-7,l SCE CONFIDENTIAL 18 of 18 FIRST AMENDMENT THIS FIRST AMENDMENT ("FIRST AMENDMENT") TO THE CALIFORNIA ENERGY EFFICIENCY STRATEGIC PLAN IMPLEMENTATION CONTRACT dated August 1, 2011 (the "Contract") is effective as of November 1 st, 2012 (the "First Amendment Effective Date") by and among SOUTHERN CALIFORNIA EDISON COMPANY ("SCE") AND THE CITY OF HUNTINGTON BEACH ("Implementer") Terms not otherwise defined herein shall have the meaning ascribed to them in the Contract RECITALS WHEREAS, the Parties previously executed the Contract for purposes of implementing the 2010- 2012 City of Huntington Beach Strategic Planning Activities Program (hereinafter referred to as the "2010-2012 Program"), WHEREAS, on May 18, 2012, the Commission issued a Decision Providing Guidance on 2013- 2014 Energy Efficiency Portfolios and 2013-2014 Marketing, Education, and Outreach ("Final Guidance Decision") guiding the Utilities to continue the Energy Efficiency Partnership Programs, which included Strategic Plan Activities. through a two year 2013-2014 transition period (hereinafter referred to as the "2013-2014 Program"). WHEREAS, on July 2, 2012, SCE submitted its respective application ("2013-2014 Application') for the implementation of energy efficiency programs to be delivered to California utility customers for the years 2013 through 2014, which included the 2013-2014 Program, a continuation of the 2010-12 Program, WHEREAS, contingent on the adoption by the Commission of a final decision approving the SCE's 2013-2014 Application as submitted ("Final Decision"), the Parties desire to extend the Contract through 2014 under the terms and conditions set forth in the Contract, except as otherwise provided in this First Amendment, WHEREAS, prior to the Final Decision, the Commission may ►ssue a decision to provide bridge funding for the 2013-2014 Program ("Bridge Funding Decision'), and WHEREAS, the Parties desire to further amend the Contract as necessary to update the Contract as required to reflect the extended 2013-2014 Program cycle NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows I Except as provided herein, and to the extent applicable, any reference in the Agreement to the "2010- 2012 Program' shall hereby ►nclude both the 2010-2012 Program and the 2013-2014 Program 2 Section 18 of the Contract is hereby deleted and replaced with the following 18 TIME IS OF THE ESSENCE 18 1 Implementer hereby acknowledges that time is of the essence in performing their obligations under this Contract Failure to comply with milestones and goals stated in this Contract, including, but not limited to those set forth in Exhibit A of this Contract, may constitute a SCE CONFIDENTIAL I of 3 material breach of this Contract, resulting in its termination, payments being withheld, Implementer Budgets being reduced or adjusted, funding redirected to SCE to other programs or partners, or other Program modifications as determined by SCE or as directed by the Commission All Work must be performed and completed by December 3 I 2012 unless such date is extended pursuant to Section 18 2 or 18 3 18 2 Contingent on the Commission issuing a Bridge Funding Decision, the date upon which all Work must be performed and completed shall be extended to such date as provided in the Bridge Funding Decision 18 3 Contingent on the adoption by the Commission of a Final Decision approving SCE's 2013- 2014 Application as filed, or in a form acceptable to SCE in its sole discretion, the date upon which all Work must be performed and completed shall be extended to December 31, 2014, or such date as provided in the Final Decision 3 Section 22 of the Agreement is hereby deleted and replaced with tine following 22 TERM 22 1 This Contract shall be effective as of tine Effective Date Unless otherwise terminated in accordance with the provisions of Section 23 below or extended pursuant to Section 22 2 or 22 3, this Contract shall expire at midnight on March 31 2013 provided however, that all Work and services shall be completed by the dates specified in tine Statement of Work 22 2 Contingent on tine Commission issuing a Bridge Funding Decision. the term of this Contract shall be extended to the date provided in the Bridge Funding Decision 22 3 Contingent on the adoption by tine Commission of a Final Decision approving SCE's 2013- 2014 Application as filed, or in a form acceptable to SCE in its sole discretion, the term of this Contract shall be extended to midnight on Decembei 31. 2014, or such date as provided in tine Final Decision 4 In Section 24,the contact information foi the Innplennenter and SCE shall be changed as follows Implementer: Aaron Klemm 2000 Main St Huntington Beach, CA 92648 SCE: Michael Schwonke 1515 Walnut Grove Avenue Rosemead,CA 91770 5 General From and after the First Amendment Effective Date, any reference to the Contract contained in any notice, request, certificate or other instrument, document or agreement shall be deemed to mean the Contract, as amended by this First Amendment In the event of any conflict between the Contract and this First Amendment, this First Amendment shall prevail All remaming provisions of tine Contract shall remain unchanged and in full force and effect Each party is fully responsible for ensuring that tine person signing this First Amendment on that party's behalf has the requisite legal authority to do so SCE CONFIDENTIAL 2 of 3 [SIGNATURE PAGE FOLLOWS] ce) ►-- Lai X o N SCE CONFIDENTIAL 3 of IN WITNESS WHEREOF, the Parties hereto have, through their duly authorized representatives, have executed this First Amendment as of the First Amendment Effective Date by IMPLEMENTER CI UNTINGTON BEACH B red Wilson APPROVED AS TO FORM tle City Manager JENNIFER hIcGRATH,City Attorney Date By Pawl Mlessaadvo Aidstent City Attorney SCE SOUTHERN CALIFORNIA EDISON By Erwin Furukawa Title Senior Vice President Customer Service Date SCE CONFIDENTIAL 4 of 3 CHANGE ORDER NO. 1 This Change Order No 1 (the "Change Order") IS ►ssued pursuant to the CALIFORNIA ENERGY EFFICIENCY STRATEGIC PLAN IMPLEMENTATION CONTRACT dated August 1, 2011 (the "Contract") between THE CITY OF HUNTINGTON BEACH ("Implementer") and SOUTHERN CALIFORNIA EDISON COMPANY ("SCE") and sets forth certain changes to the Statement of Work ("SOW") executed by Implementer and SCE on August 1, 2011 This Change Order is effective as of November 1st, 2012 ("Change Order Effective Date") Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Contract The parties agree to modify the SOW as follows 1 Section 1, Part 2, is deleted in its entirety and replaced with the following 2. Defined Terms: Capitalized terms not otherwise defined in this Statement of Work ("SOW') will have the meaning ascribed to them in the Contract, which is attached to the SOW and incorporated herein by reference 1. Business Day: The period from one midnight to the following midnight, excluding Saturdays, Sundays, and holidays 2. Calendar Day: The period from one midnight to the following midnight, including Saturdays, Sundays, and holidays 3. Change Order: Document SCE issues to Implementer and, unless otherwise provided in the Contract Implementer accepts, and which changes or modifies the terms of the Contract 4. Contract: Document issued by SCE to Implementer,as may be amended in writing as provided therein, which authorizes the Work, states the terms and conditions and incorporates by reference the Statement of Work and any other referenced documents if applicable all of which form the agreement (Contract) between SCE and the Implementer, with the following priority in the event of conflicting provisions Change Orders, from the most recent to the earliest. the Statement of Work, the Contract. and any other referenced documents, and which facilitates payment to the Implementer for the Work described herein 5. Contract Program Manager or CPM: The SCE Representative who will manage the Program 6. CPUC: The California Public Utilities Commission 7. Implementer City of Huntington Beach S. Local Government Commission: The Local Government Commission is a non- governmental organization that provides support to local governments Local Government Commission may provide technical assistance, as well as networking opportunities to local SCE CONFIDENTIAL 1 of 9 governments 9. Participating Municipalities: Any municipality, county or local government agency in SCE's service territory, who receives energy efficiency services to implement pilot programs from the Implementer 10. Performance Indicators: Specific. measureable, actionable, realistic and time-specific requirements that will directly and measurably contribute to SCE's business goals for the Contract 11. SCE Representative The CPM or such other representative authorized by SCE to manage this Program 12. Semi-annual Report: Report of Program accomplishments and status to be submitted by Implementer to CPM every six Months during Contract term, as required by the schedule set forth in the Contract Semi-annual Reports shall conforrn to the requirements set forth in Appendix B (Regulatory Reporting Requirements) 13. Subcontractor An entity contracting directly or indirectly with Implementer to furnish services or materials as part of or directly related to Implementer s Work Subcontractor may also include any Participating Municipality 14. Title 24: California Code of Regulations (CCR) Title 24, also known as the California Building Standards Code(composed of 12 parts) Title 24. Part 6 sets forth California's energy efficiency standards for residential and nonresidential buildings and was established in 1978 in response to a legislative mandate to reduce California's energy consumption The standards are updated periodically to allo\N consideration and possible incorporation of new energy efficiency technologies and methods Title 24, Part 6 is the focus of the Work under this Contract 15. Work: Any and all obligations of Implementer to be performed during the teen of this Contract, any revision to this Contract or a subsequent Contract or Contract Addendum incorporating this Statement of Work The Work will include, but may not be limited to, the tasks described in Section 5 of this Statement of Work 2 Task 3, Part D is deleted in its entirety and replaced with the following D. SCE's Regulatory Reporting: Implementer will implement, adhere to, and submit the items as described in Appendix B (Regulatory Reporting Requirements), attached hereto, as SCE requests The CPUC reporting requirements may be amended from time to time, at which time SCE will SCE CONFIDENTIAL 2 of 9 notify Implementer of the changes and issue a new Appendix B Implementer will implement these modifications in a timely manner and future invoice documentation will reflect them Implementer acknowledges that SCE may, in its sole discretion, require Implementer to provide such other reports or documentation that SCE deems appropriate or necessary ("Ad Hoc Reports") Implementer will comply with any request for such Ad Hoc Report(s) within a reasonable time or, if applicable, within the time requested by SCE Deliverable(s) Due Date(s) 1 Prepare and submit Monthly invokes and Monthly, by the 15th Calendar Day for supporting documentation to SCE Work completed the preceding Month 2 Prepare and submit Monthly regulatory Monthly, by the 15th Calendar Day for report, including flat files and Monthly Work completed the preceding Month deliverable work sheet 3 Prepare and submit Semi-annual Reports March 1 and September 1 of each year of (for requirements in Appendix B)to SCE Contract term for Work completed during the preceding 6 Months 4 Prepare and submit Ad Hoc Reports As SCE requests and/or requires 5 Prepare and submit final invoice and By January 15, 2013 for final invoice and Program Report to SCE by December 31, 2012 for final Program Report 3 Task 4 Part A is deleted in its entirety and replaced with the following A. Program Ramp-Down: If there is a gap in Program services after October 15, 2012, Implementer will provide SCE with a ramp-down plan for the Program To ensure complete Program shut-down, the Program ramp-down period will commence no later than December I, 2012 Implementer's plan for Program ramp-down will take into consideration that all services must be completed by December 31, 2012 Implementer will resolve all outstanding Program and Partnership issues and begin preparation of the Final Report beginning September 1, 2012 4 Task 4, Part B is deleted in its entirety and replaced with the following B. Program Shut-Down: Implementer will provide to the CPM a plan with procedures on shutting down the Program All Program operations will be completely shut down after the last day of the Contract effective period SCE CONFIDENTIAL 3 of 9 Deliverable(s) Due Date(s) 1 Submit detailed ramp-down and shut-down plans No later than September 1, 2012 and schedules to CPM for review and approval 2 Resolve outstanding Program and Partnership No later than September 1, 2012 issues and begin preparation of Final Report 3 Begin Program ramp-down No later than December 1, 2012 4 Complete all services No later than December 31, 2012 5 Task 5, Part F is deleted in its entirety and replaced with the following F. Program Next Step: Should the Program a) be mainstreamed, b) continued to be developed or. c) ended Deliverable(s) Due Date(s) 1 Submit draft Final Report for SCE review No later than December 15, 2012 and approval 2 Submit revised Final Report for SCE review No later than December 31, 2012 and approval 6 Appendix A, Part A (Monthly Invoicing and Reporting Requirements) is deleted in its entirety and replaced with the following Monthly hard copy invoices are required at the 15th Calendar Day of each Month for Work completed the preceding Month with invoicing supporting files described herein These invoices and supporting documents are for work performed by the Implementer and all Subcontractors On January 15, 2013 of sooner. Implementer will submit a final invoice associated with Program services that are tied directly to delivery of the Program deliverables No Woik except that associated with preparing the Final Report (Task 5) and final invoice will be performed after December 31. 2012 Subsequent invoices will only contain expenses associated with closing out the Program (i e . administration expenses, etc ) that are not directly tied to delivery ofthe Program goals 7 Appendix B is deleted in its entirety and replaced with the following Appendix B: Regulatory Reporting Requirements 1. Program Reporting SCE CONFIDENTIAL 4 of 9 Implementer will provide SCE with the requisite Information on the prior month's activities, accomplishments and expenditures related to Its respective Work obligations, for purposes of preparing any reports required of SCE by the CPUC Including Semi-annual Reports Requirements for these reports may change per the direction of the CPUC or the CPUC's Energy Division The current reporting requirements are as follows 2. Semi-annual Reporting Implementer will provide SCE with the requisite information to be compiled for the portfolio reporting in Program Semi-annual Reports using the Semi-annual Report template set forth in Section 2 1 herein 2.1. Semi-annual Report Template SemAnuualRpt_Hunt Ington Beach PH2 As Strategic Plan Menu Information Scope and Goals Local Government Strategic Plan Task X Scope of Work to address the Implementer (Menu`Opbon)`. Strategic Plan Task Goal Budget Huntington Beach Develop program procedures and protocols 2A ProHde Energy Efficiency Seances for Conduct a minimum of 3 documents and energy efficiency implementation Energy Efficiency Test Projects In test projects that will guidebooks that can be used by Participating coordination with the work being done by the promde information to Municipalities in developing and implementing County of Los Angeles Implementer will develop Local Govemment energy efficiency projects in their buildings pro\nde program documents and energy EE Resources following the Local Govemment Energy Efficiency efficiency assessments and/or audits to other Resources Plan developed by the County of Los local govemments for energy efficiency pilot Angeles projects The energy efficiency documents will $200 000 cover all aspects of project implementation from defining project scope documents to project close-out documents Huntington Beach Develop program procedures and protocols 2B Develop Energy Efficiency Project Implementer will develop documents and energy efficiency implementation Implementation Guidebooks Implementer will and disseminate the guidebooks that can be used by Participating develop energy efficiency project following energy efficiency Municipalities in developing and implementing implementation guidebooks that can be used implementation energy efficiency projects in their buildings by all local govemments in developing and guidebooks following the Local Govemment Energy Efficiency implementing energy efficiency projects 1)identifying energy Resources Plan developed by the County of Los These guidebooks will contain information that efficiency projects Angeles will guide local governments through the 2)Generic strategies for $200 000 implementation process of energy efficiency building project support projects including procedures and protocols 3)Project financing opportunity identification and assessment 4)Project procurement project funding technical analyses 5)Project management measurement and verification and and reporting management and reporting 6)Project post implementation guidelines 2.2. Implementer will provide additional data or information as required by the CPUC 3. Allowable Costs SCE CONFIDENTIAL 5 of 9 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work The costs reported should be only for costs actually expended Any financial commitments are to be categorized as commitments If the reporting entity does not have a cost as listed on the cost reporting sheet, then no cost is to be reported for that item These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM If there is a desire to include additional Allowable Cost elements,the CPM should be contacted in order to seek approval from the CPUC 3/30/2006 Cost Categories Allowable Costs Administrative Cost Category Managerial and Clerical Labor Implementer Labor—Clerical Note *These allowable costs *Implementer Labor-Pro ram IDesl are to°be allocated towards *Im lementer-Labor-Program Develo ment the,,direct,,implementation *Implementer Labor-Pro ram`Plannm categoiy *Im lementer Labor- Program/Project Management lm lementer Labor- Staff Management Implementer Labor- Staff Supervision Human Resource Support and Development j Implementer Labor- Human Resources Implementer Labor- Staff Development and Training Implementer Benefits - Administrative Labor -- Implementei Benefits - Direct Implementation Labor Implementer Benefits- Marketing/Advertising/Outreach Labor Implementer Payroll Tax - Administrative Labor j j Implementer Payroll Tax - Direct lmplementat�on Labor Implementer Payroll Tax- Marketing/Advert ising/Outreach Labor j Implementer Pension - Administrative Labor Im lementer Pension - Direct Implementation Labor lmplementer Pension - Marketing/Advertising/Outreach Labor Note **Travel and Conference *xTravel and Conference Fees Fees associated with Implementer-Conference Fees Implementer=Labor(e g, Implementer Labor- Conference Attendance Program Design,=Program j Implementer- Travel —Airfare Development, Program F Implementei - Travel— Lodging Planning, and Implementer-Travel —Meals Program/Project Implementer- Travel —Mileage Management) are,to be lmplementer- Travel — Parking allocatedjowards the direct Implementer-Travel - Per Diem for Misc Expenses implernentationxcategory Overhead (General and Administrative) - Labor and Materials lmplementer Equipment Communications lmplementer Equipment Computing lmplementer Equipment Document Reproduction SCE CONFIDENTIAL 6 of 9 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work The costs reported should be only for costs actually expended Any financial commitments are to be categorized as commitments If the reporting entity does not have a cost as listed on the cost reporting sheet, then no cost is to be reported for that item These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM If there is a desire to include additional Allowable Cost elements, the CPM should be contacted in order to seek approval from the CPUC 3/30/2006 Cost Categories Allowable Costs Implementer Equipment General Office Implementer Equipment Transportation Implementer Food Service Implementer Office Supplies Implementer Postage Implementer Labor- Accounting Support Implementer Labor- Accounts Payable Implementer Labor- Accounts Receivable Implementer Labor- Facilities Maintenance Implementer Labor- Materials Management Implementer Labor— Procurement Implementer Labor- Shop Services Implementer Labor—Administrative Implementer Labor- Transportation Services Implementer Labor—Automated Systems Implementer Labor—Communications Implementer Labor- Information Technology Implementer Labor—Telecommunications j Marketin /Advertisin /Outreach Cost Category Implementer- Bill Inserts Im lementer—Brochures Implementer- Door Hangers Implementer- Print Advertisements Implementer- Radio Spots Im lementer-Television Spots Implementer- Website Development Im lementer Labor—Marketing Implementer Labor- Media Production Implementer Labor- Business Outreach Implementer Labor- Customer Outreach Implementer Labor- Customer Relations Direct Implementation Cost Cate go Financial Incentives to Customers Active -Direct Labor Implementer Labor- Facilities Audits Implementer Labor—Curriculum Development Implementer Labor- Customer Education and Training Implementer Labor- Customer Equipment Testing and Diagnostics Installation and Service—Labor SCE CONFIDENTIAL 7 of 9 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work The costs reported should be only for costs actually expended Any financial commitments are to be categorized as commitments If the reporting entity does not have a cost as listed on the cost reporting sheet, then no cost is to be reported for that item These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM If there is a desire to include additional Allowable Cost elements, the CPM should be contacted in order to seek approval from the CPUC 3/30/2006 Cost Categories Allowable Costs Implementer Labor- Customer Equipment Repair and Servicing Implementer Labor-Customer Equipment Repair and Servicing Direct Implementation Hardware and Materials Implementer- Direct Implementation Literature Implementer- Education Materials Im lementer- Energy Measurement Tools Im lementer- Installation Hardware Implementer-Audit Applications and Forms Rebate Processing and Inspection - Labor and Materials Im lementer Labor- Field Verification Implementer Labor- Rebate Processing Implementer- Rebate A plications 8 General From and after the Change Order Effective Date. any reference to the SOW contained in any notice, request, certificate or other mstiument document or agreement shall be deemed to mean the SOW, as amended by this Change Order Except as modified herein, all other terms and conditions of the SOW shall remain in full force and effect SCE CONFIDENTIAL 8 of 9 IN WITNESS WHEREOF, the Parties hereto have caused this Change Order to be executed by their duly authorized representatives as of the Change Order Effective Date IMPLEMENTER CITY OF HUNTINGTON BEACH APPROVED AS TO FORM JENNIFER MCGRATH,City AtbmmV 10"4 off` I!/t71z fZ ry By e Wilson Ai btaattCity h o ry► Tit City Manager Date SCE SOUTHERN CALIFORNIA EDISON By Erwin Furukawa Title Senior Vice President, Customer Service Date SCE CONFIDENTIAL 9 of 9 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND Lg,y\,C'_ fir\f:ks-[ L��'�► �GFMae,� �r�'�ecQc��. � �e�� f`�ahµ ye�e�f����.�b��• i v��le.�.��a$� THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach a municipal corporation of the State of California, hereinafter called "City," and .ur,CL CrsC , a &CQaVaacl N hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of E_Aeki�S� � 4 S ir,n��ed►� B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02, NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"Project." Contractor hereby designates Lei ali.Arck, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 3. Compensation a. City agrees,to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $ ��0CXD during the term of this Agreement. kcdesktop 1 Of 11 b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. C. Contractor shall be paid pursuant to the terms of Exhibit `B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence as soon as practicable after the execution of this Agreement by City (the "Commencement Date") and =inate IZ,31 1 Zo 17, unless terminated earlier in accordance with the provisions of this Agreement. All tasks specified in Exhibit "A" shall be completed no later than k,I�-ye,&y,S [designate] years working days from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. S. Extra Work In the event City requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses, judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not kedesktop 2 of I I limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self-insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a kcdesktop 3 of 11 separate "Additional Insured Endorsement" page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. The requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor kcdesktop 4 of I I compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. Assignment Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices fiy notices; certificates,-or other communications hereuri er"s a —be giv ne either"" liy - personal delivery to Contractor's agent (as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications kcdesktop 5 of 11 will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: To Contractor: City of Huntington Beach L%Arvk Er\e CrQ Attn: Aqb t\ (,,ke-YVXVV, Le nC Lx' 2000 Main Street 119,1571a a ®. vr\ 161 V Huntington Beach, CA 92648 l aCd tin ca.� I (A 1?-211 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate 0614inal The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the kcdesktop 6 of 11 date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immil4ration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction -Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that (Orange-County;-Cahf6fdid� §hdll-be tfie venue for ariy-acfion or-proceeding t at may e-- roug t or— - arise out of, in connection with or by reason of this Agreement. kcdesktop 7 of 11 29. Professional Licenses Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. kcdesktop 8 Of 11 35. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the November 21, 2011 This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HYNTINGTON BEACH, a aw Y ,y cep( . ark a Ce.l-{vY"ies municipal rporation of the tate of �rVorei 6rm California By: ,N 7 , print name ,�� EMa ITS: (circle one) Chairman/J.res t/Vice President AND ^� k INID APPROVED: e ITS: (circle o Se�y�Chief Financial Officer/Asst. Secretary-Treasurer Bob Hal Director/ Chief REVIE D APPROVED: APPROVED AS TO FORM: i Administrator C ty Attorney ko kedesktop 9 of I I EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Project Scope: Contractor will provide one full-time and approximately one part-time community college or bachelor degree level students in energy efficiency or renewable energy related studies, under supervision and direction of city staff to implement an Enterprise Energy Management Information System (EEMIS) for the 4 participating partner cities (Huntington Beach, Costa Mesa, Fountain Valley and Westminster). Performance: 1. EEMIS implementation with data entry by collecting, entering, and enrolling electrical, gas water, and sewer accounts into the EEMIS for Huntington Beach, Costa Mesa, Fountain Valley, and Westminster city-owned facilities including field surveys to identify loads and meter locations with city supplied GIS enabled GPS equipment. 2. Basic analysis, with supervision under contractor's intern supervisor, of energy consumption, energy balance calculations and facility information for the cities of Huntington Beach, Costa Mesa, Fountain Valley, and Westminster 3. Utilize processes and procedures to ensure accuracy of facilities' information for energy consumption benchmarking and checking the accuracy of all information in the EEMIS, including downloaded information from Southern California Edison Surfnet Exhibit A 4. Occasionally travel from City of Huntington Beach City Hall, the primary work location, to Costa Mesa, Fountain Valley, and Westminster city-owned facilities to facilitate EEMIS implementation 5. Complete reports required by SCE required by the California Energy Efficiency Strategic Plan Grant for reimbursement. Physical Location: Work will be performed on and off City of Huntington Beach City Hall Supplies and Equipment: City of Huntington Beach will provide office space, printers for use, telephone, two (2) cubicles, personal computers, and associated office supplies. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Provide interns to implement EEMIS and other entry level energy management tasks as directed on an hourly not to exceed basis. 2. Other energy management duties as assigned such as creating written reports of work. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Provide direction to supervisor and interns regarding tasks and priorities to complete the SCE grant scope of work and provide the necessary reports to SCE, local government partners and LA County. 2. Review, edit and approve work plans for intern implementation of EEMIS tasks, data input, analysis,research and report writing. D. WORK PROGRAM/PROJECT SCHEDULE: Period of Performance: October 12, 2011 to December 31, 2012 Surfnet Exhibit A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Intern Supervisor- $26.28 per hour Intern- $19.86 per hour Not to exceed $99,000 B. Travel. Charges for time during travel are not reimbursable C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. -- - - ---__ Upon submission- f-any-such-i-nvoic-e;--if EI-.TY-.is-satis-fie-dwthat C..ONS:UL-T"T—.is.. - - - making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until Surfnet Exhibit B hourly I the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Surfnet Exhibit B hourly 2 t ' k^r�Iie1T,:t`+'T.'Q4'ii�'nr`is{ti: -[;sT¢serr M &W& OWMAM AMINI ionrio To: Aaron Klemm—Orange County Cities From: Jesse Langley-Southern California Edison CQ Bernard Adebayo-Ige Date: September 21, 2011 Re: Notice To Proceed on Orange County Cities Strategic Plan Activities Program Effective as of September 21, 2011, you are hereby permitted to proceed with the work authorized by the Orange County Cities Strategic Plan Activities Program Contract. We look forward to working with you toward achieving our goals. ® City of Huntington Beach = 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov s i Office of the City Clerk s Joan L. Flynn, City Clerk October 14, 2011 Digital Energy Attn: Jai Agaram 128 Auburn Ct. Ste. 106 Westlake Village, CA 91362 Dear Mr. Agaram: Enclosed for your records is a copy the "Professional Services Contract Between the City of Huntington Beach and Digital Energy, Inc. for Local Government Facility Energy Policy." Sincerely, Joan L. Flynn, CMC City Clerk JF:pe Enclosure: Agreement G:fo11owup:agrmt1tr Sister Cities: Anjo,Japan ♦ Waitakere,New Zealand 71� "-PprT1 /�/✓'� Council/Agency Meeting Held: Deferred/Continued to: ".Appr ve ❑ Conditionally Approved ❑ Denied UA y CI 's Sig ture Council Meeting Date: August 1, 2011 Department ID Number: AD 11-017 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Bob Hall, Deputy City Manager SUBJECT: Accept grant funding and authorize the execution of California Energy Efficiency Strategic Plan Implementation contract with Southern California Edison in the amount of $1,106,263 to implement four contracts to complete the tasks funded by the grant. Statement of Issue: Council is being asked to accept the California Energy Efficiency Strategic Plan grant and partnership funding, approve the contracts with SCE, appropriate the funds, and approve contracts and Memorandums of Understanding to administer and implement the activities funded by the grant. Financial Impact: $1,106,263 in grant funding will be reimbursed to the city as costs to incurred, submitted and approved by SCE. Recommended Action: Motion to: A) Accept up to $1,025,000 in grant funding from the California Energy Efficiency Strategic Plan Solicitation and authorize the Mayor, City Manager and City Clerk to execute the Phase 1 and Phase 2 "Southern California Edison California Energy Efficiency Strategic Plan Implementation Contract"(s); and, B) Accept $81,263 in embedded California Energy Efficiency Strategic Plan funding from the Orange County Cities Energy Leader Partnership for stakeholder engagement in the development of Local Government Facility Energy Policies; and, C) Appropriate up to $1,025,000 for contracts and administration and implementation by staff; and, D) Appropriate $81,263 in embedded Strategic Plan funding from the Orange County Cities Energy Leader Partnership for stakeholder engagement in the development of Local Government Facility Energy Policies; and, E) Approve the Memorandum of Understanding (MOU) between the partner cities (Costa Mesa, Westminster and Fountain Valley) and authorize the Mayor and City Clerk to execute the MOU; and, POL(,o w u P o n1 ,J o Lj f µ xB -241- Item 15. - I REQUEST FOR COUNCIL ACTION MEETING DATE: 8/01/2011 DEPARTMENT ID NUMBER: AD 11-017 Upon receipt of the executed SCE contracts and notice to proceed, award a Professional Services Agreement in the amount of $144,000 to Digital Energy for implementation of the Local Government Facility Energy Policy Development task and authorize Mayor and City Clerk to execute the agreement; and, Gy Upon receipt of the executed SCE contracts and notice to proceed, enter into a i� Memorandum of Understanding with Los Angeles County for up to $251,000 for the Enterprise Energy Management Information System and $380,000 for the implementation of the SCE Phase 2 award of the Local Government Energy Management Services Program. Authorize the Mayor and City Clerk to execute the MOU; and, Hi) Upon receipt of the executed SCE contracts and notice to proceed, award a Service Agreement not to exceed $99,000 to a competitively selected firm to provide energy interns such as those from Goldenwest College to implement portions of the Enterprise Energy Management Information System and authorize Mayor and City Clerk to execute the agreement; and, 1) Authorize City Manager to execute any subsequent documents approved as to form by the City Attorney necessary to advance, manage and complete the projects. Alternative Action(s): Do not approve the agreements, MOUs and direct staff how to proceed. Analysis: The Cities of Huntington Beach, Costa Mesa, Westminster, and Fountain Valley have been in the Orange County Cities Energy Leader Partnership with SCE and So Cal Gas since 2009. This partnership provides resources to help the cities eliminate energy waste. One of the benefits of this partnership is eligibility for additional project funding in support of Public Utilities Commission policy such as the California Energy Efficiency Strategic Plan. The California Energy Efficiency Strategic Plan describes the big and bold goals for energy efficiency in California; this document includes a local government chapter with five goals. The Orange County Cities partnership has focused our efforts on the following three goals: 1) Local governments lead by example with their own facilities, 2) Local governments lead their communities with innovative programs for energy efficiency and sustainability 3) Local government energy efficiency expertise becomes widespread and typical. The funding to work toward these goals was provided by the Public Utilities Commission (PUC) through a competitive SCE administered grant. City staff responded to this solicitation proposing numerous tasks appropriate for Orange County local governments. SCE and the cities agreed to implement three tasks through this solicitation. 1) Establish a utility bill manager software commonly referred to as an Enterprise Energy Management Information System (EEMIS) to organize and manage utility bill information for government facilities, 2) Develop local government facility energy policies appropriate for Orange County to support the elimination of energy waste and reduce operating costs, 3) Develop the Local Government Energy Management Services Program to Item 15. - 2 xB -242- REQUEST FOR COUNCIL ACTION MEETING DATE: 8/01/2011 DEPARTMENT ID NUMBER: AD 11-017 make top notch public sector energy management expertise available to more local governments. The benefits for the partner cities of accepting and implementing these tasks are as follows: 1) The partner cities have over 1,000 electric accounts and several thousand natural gas, water, waste and fuel accounts. Historically, due to the payment terms very little investigation can be completed prior to payment of the utility bill. The software will provide staff quick insight into the accuracy of the billing and energy use at these various sites and support the development of projects that reduce energy waste and measure and verify the energy savings realized by projects. 2) The state and most agencies have policies regarding energy and resource conservation in capital programs, operations and maintenance and occupant service levels for government facilities. Local governments typically do not have similar policies. This task will hire a firm to develop appropriate, stream-lined energy policies for local government facilities to be presented to Councils and Executives to consider for adoption. This task will support the goal of eliminating energy waste and reducing operating costs in government facilities. 3) Not all local governments can afford top notch energy management talent in-house. The local government energy management services program presents an opportunity for Huntington Beach to participate in a shared services model that would pay for staff salaries from non-general fund revenue by sharing energy management expertise with other local governments and agencies. This grant contains up to $63,750 in administration funding that will provide non-general fund revenue to support city staff salaries during the grant period. Staff prepared three RFPs and the MOUs to implement these projects utilizing Huntington Beach's standard procurement processes, including competitive bidding and review committees. The respondents to these RFPs are listed in the attachments. Evaluations of the proposals were scored by staff representatives from each of the participating Orange County local governments (Fountain Valley, Costa Mesa and Westminster) and the most responsive and cost-effective bidders were selected per the decision-making criteria in the OC Cities MOU. Implementing the EEMIS and LGEMSP tasks in partnership with LA County provides for several benefits to the participating Orange County Cities, including Huntington Beach and the PUC. LA County has a large staff of energy management professionals and has already implemented a world class EEMIS system with SCE and So Cal Gas, implementing the EEMIS task through LA County utilizes ratepayer funds most cost effectively, and supports the development of shared energy management services providing better leverage with vendors and additional public sector energy efficiency expertise availability. Environmental Status: Not applicable Strategic Plan Goal: Maintain financial viability and our reserves xB -243- Item 15. - 3 REQUEST FOR COUNCIL ACTION MEETING DATE: 8/01/2011 DEPARTMENT ID NUMBER: AD 11-017 Attachment(s): Qoscripjibn Southern California Edison California Energy Efficiency Strategic Plan Implementation Contract Phase 1 2. Southern California Edison California Energy Efficiency Strategic Plan Implementation Contract Phase 2 3. Orange County Cities Energy Leader Partnership Program Implementation Plan (PIP) with $81,263 of embedded Strategic Plan budget 4. Memorandum of Understanding by and among participating entities in the Orange County Cities Southern California Edison Energy Efficiency Strategic Plan Grant 5. Professional Services Agreement between Digital Energy and Huntington Beach 6. Professional Services Approval Form Part 1 7. Professional Services Approval Form Part 2 8. Insurance Certificate from Digital Energy 9. List of bidders on the Local Government Facility Energy Policy RFP 10. The California Long-Term Energy Efficiency Strategic Plan (CEESP) Memorandum of Understanding between the County of Los Angeles and the City of Huntington Beach 11. List of Bidders on the Enterprise Energy Management Information System EEMIS RFP 12. List of Bidders on the service agreement for energy interns and supervision of certain tasks for the installation of the EEMIS Item 15. - 4 HB -244- ATTACHMENT # 1 SOUTHERN CALIFORNIA EDISON CALIFORNIA ENERGY EFFICIENCY STRATEGIC PLAN IMPLEMENTATION CONTRACT Orange County Cities Strategic Planning Activities Phase 1 THIS CONTRACT FOR SERVICES ("Contract") is by and between SOUTHERN CALIFORNIA EDISON ("SCE") and City of Huntington Beach ("Implementer"), which Contract shall be effective as of .D! 2D ("Effective Date"). SCE and Implementer may be referred to herein individually as a "Party" and collectively as the "Parties. WHEREAS, on October 1, 2009 in Decision 09-09-47, the California Public Utilities Commission ("Commission") authorized certain energy efficiency programs, including the Energy Leader Partnership Program for the 2010-12 program cycle- WHEREAS, in Decision 09-09-047, the Commission further authorized SCE to conduct a solicitation for certain energy efficiency strategic planning activities in connection with, and to support, its approved Energy Leader Partnership Programs and local governments generally; WHEREAS, SCE has selected the Implementer to implement the Orange County Cities Strategic Planning Activities Phase 1 (referred to hereinafter as the "Program"), promoting long-term energy efficiency and climate action activities; WHEREAS, the Implementer shall implement the Program for the benefit of certain participating governmental jurisdictions and their constituents; 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; and NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1.0 DEFINITIONS= 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 import refer to this Contract as a whole, including all exhibits or other attachments to this Contract, as the same may from time to time be amended or supplemented, and not to any particular subdivision contained in this Contract, 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. Business Day: The period from one midnight to the following midnight, excluding Saturdays, Sundays, and holidays. 1.2. Calendar Day: The period from one midnight to the following midnight, including Saturdays, Sundays, and holidays. Unless otherwise specified, all days in this Contract are Calendar Days. 1.3. Contract: This document issued by SCE to Implementer, as may be amended in writing as provided herein, which authorizes the Work, states the terms and conditions, and incorporates by reference the Statement of Work and any other referenced documents, if applicable, all of which form the agreement (Contract) between the Parties, with the following priority in the event of conflicting provisions: Amendments, from the most recent to the earliest; the Statement of Work; this Contract; and any other referenced documents. 1.4. Energy Efficiency--Measure (or Measure) As used in the Commission's Energy Efficiency Policy Manual, Version 4, August 2008. 1.5. EM&V: Evaluation, Measurement and Verification of the Program pursuant to Commission requirements. 1.6. Implementer Budget: The approved maximum budget for funding the performance by Implementer of the Program, as set forth in the Statement of Work attached hereto as Exhibit A. 1.7. Incentive: As used in the Commission's Energy Efficiency Policy Manual, Version 4, August 2008. 1.8. Jobsite: An SCE facility or designated third party property at or for which the Work is performed. 1.9. Participating Municipality: Those jurisdictions or member cities that: (i) are located in SCE's service territory; and (ii) have been selected by SCE and Implementer to participate in the Orange County Cities Strategic Planning Activities Phase I as set forth in the Statement of Work. 1.10. Program: The Orange County Cities Strategic Planning Activities Phase 1 program. 1.11. Public Goods Charge (PGC): The funds which make up the Implementer 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. 1.12. Statement of Work (SOW): A statement of the tasks to be performed by the Implementer, commercial terms including the Implementer Budget, reporting requirements and other necessary information, as set forth in Exhibit A and incorporated herein as part of this Contract, as such SOW may be modified from time to time as provided herein. 1.13. Subcontractor: An entity contracting directly or indirectly with a Party, or any Subcontractor thereof, to furnish services or materials as part of or directly related to such Party's Work obligations. 1.14. Work: The work authorized by SCE for the Program as set forth in this Contract and as more fully described in the SOW attached hereto as Exhibit A. 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 Contract is to authorize the expenditure of PGC funds to Implementer for services performed pursuant to the terms of this Contract and to set forth the terms and conditions under which the Program will be implemented. The work authorized-pursuant to this-Contract-is-not to be performed for profit. The Program was designed in furtherance of California's Long-Term Energy Efficiency Strategic Plan adopted by the Commission in 2008 ("Strategic Plan"). The Strategic Plan was formulated and developed through a collaborative effort among key stakeholders, including local governments, SCE and other California investor-owned utilities, and the Commission's Energy Division, and provides a strategic menu list of options that local governments can address during the 2010-2012 program cycle. The goal of the strategic plan menu is to present activities centered on energy efficiency and to address the "Big, Bold" strategies found in the Strategic Plan. The strategies are designed to embed and institutionalize energy efficiency in policies, programs, and processes within local governments. 3. AUTHORIZED WORK 3.1. Scone. The Work authorized under this Contract is set forth in the Statement of Work (Exhibit A) and shall be performed pursuant to the terms of this Contract. 3.2. Goals and Objectives. The Program is designed to meet the specific goals, objectives and milestones within the schedule and budget set forth in the Statement of Work (Exhibit A). 4. OBLIGATIONS OF PARTIES 4.1. General Obligations of Implementer. 4.1.1. Implementer will appoint a Program representative ("Implementer Representative") who will be the primary contact between SCE and Implementer, and who will be authorized to act on behalf of Implementer in carrying out its obligations under this Contract. Such appointment shall be communicated in writing to SCE's designated Contract Program Manager within ten (10) Business Days following execution of this Contract. 4.1.2. Implementer shall be responsible for achieving the goals and objectives and producing the deliverables as set forth in the Statement of Work. 4.1.3. Implementer shall perform its Work obligations within the Implementer Budget and in conformance with the schedule associated with such Work as set forth in the Statement of Work, and shall furnish the required labor, equipment and material with the degree of skill, care and professionalism that is required by current professional standards. 4.1.4. Implementer shall be primarily responsible for coordinating the preparation of all Program-related documents, including all required -- - --- reporting of Implementer pursuant-to-Section- 9, and any--such--other reporting as may be requested by SCE. Implementer shall obtain the approval of SCE prior to usage of any SCE Program documents or other energy efficiency program documents or materials offered by SCE. 4.1.5. Upon reasonable request, Implementer shall submit to SCE all contracts, agreements or other requested documents with Implementer's Subcontractors performing Work for the Program. 4.2. General Obligations of SCE. 4.2.1. SCE will appoint a Program representative ("SCE Representative" or "Contract Program Manager" ("CPM")) who will be the primary contact between SCE and Implementer, and who will be authorized to act on behalf of SCE in carrying out SCE's obligations under this Contract. 4.2.2. SCE shall administer the PGC funds authorized by the Commission for the Program in accordance with this Contract. 5. MARKETING 5.1. Marketing Materials. Implementer shall obtain the approval of SCE when developing Program marketing materials and prior to distribution, publication, circulation, or dissemination in any way to the public by Implementer or by a Participating Municipality. In addition, all advertising, marketing or otherwise printed or reproduced material (including website material) used to implement, refer to or is in anyway related to the Program must contain the respective name and logo of SCE and, at a minimum, the following language: "This Program is funded by California utility ratepayers and administered by Southern California Edison under the auspices of the California Public Utilities Commission." 5.2. Outreach. Implementer shall obtain the approval of SCE prior to implementation by Implementer or a Participating Municipality, of any public outreach activities or campaigns for the Program (exhibits, displays, public presentations, canvassing, etc.), and any marketing materials used in connection with such outreach activity shall comply with all requirements of Section 6 of this Contract. 5.3. Use of SCE Name. Implementer 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. Implementer shall allow five (5) Business Days for SCE review and approval. If Implementer has not received a response from SCE within the five (5) Business Day period, then it shall be deemed that SCE has disapproved such use. 5.4. 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 Commission staff. In order to obtain this written approvah SCE must send a-copy of the planned materials to the Commission requesting approval to use the Commission's 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." 6. CONTROL OF WORK 6.1 Compliance with Work Schedule: Implementer shall perform the Work in compliance with the Work schedule set forth in the Statement of Work. If performance of the Work (including any task, or achievement of any goals or objectives outlined in the Statement of Work) is delayed beyond the schedule for any reason, or if Implementer is aware that such Work will be delayed for any reason, Implementer shall notify the SCE Representative within thirty (30) Business Days in writing. SCE may, in its sole discretion, accept the delay, reduce the Work and Implementer Budget accordingly, or terminate the Contract, within thirty (30) Business Days following receipt of such written notice of delay from Implementer. Failure of Implementer to notify SCE in writing of such delay in the Work schedule within thirty (30) Business Days shall constitute a breach of this Contract and SCE may exercise any of the remedies set forth in this Section or in Section 23. 6.2 Cham4es to Work: 6.2.1 Changes. SCE may at any time make changes to the Work including additions, reductions, and changes to any or all of the Work, as directed in writing by the SCE Representative. Such changes may be made with a Change Order. The Implementer Budget and Work schedule shall be equitably adjusted, if required, to account for such changes and shall be set forth in a Change Order. 6.2.2 SCE Authority To Shift Funds Or Modify: SCE, in its sole discretion, may reallocate funds among the programs in its energy efficiency portfolio, or modify in anyway the program, funding or Work. In the event that SCE elects to change or modify the funding, program or Work, Implementer shall be notified in writing and if applicable by a Change Order to this Contract. Such Change Order will specify any changes to the Implementer's Scope of Work and may increase, decrease, or terminate overall program funding. 6.3 Stop Work Procedures: SCE may suspend Implementer's Work at any time upon notice to Implementer for convenience or for cause, including, without limitation, program funding, program implementation or management, safety concerns, fraud or complaints. Implementer shall stop performing the Work immediately upon receipt of such notice. Implementer shall resume the Work only _n receiving written notice from SCE that it may do so. . 6.4 Key Personnel: Implementer shall deliver to SCE a list of Implementer's key personnel prior to commencing the Work. Any change to Implementer's key personnel shall be pre-approved by SCE; provided, however, that an unplanned personnel change shall be reported to the SCE Representative immediately. The Implementer shall designate a person that shall coordinate a1I Work and communicate regularly for the Implementer with the SCE Representative. Implementer shall promptly replace any key personnel if requested by the SCE Representative, provided however, that this provision does not in any way require, endorse or approve (expressed or implied) the termination of employment by the Implementer of any employee replaced under the terms of this paragraph. 6.0- Subcontractors: Any Work subcontracted by Implementer shall be identified as such in the Contract and any Work subcontracted to an Implementer's affiliated entity shall be similarly specifically identified. For any subcontracted Work, the prior written approval of the SCE Representative shall be required for each Subcontractor, the activities to be performed, and the related charges. Implementer shall at all times be responsible for the Work, and for the acts and omissions of Subcontractors and persons directly or indirectly employed by them. Implementer shall be solely responsible and liable for ensuring that the terms and conditions of all subcontracts are in accordance with this Contract, including but not limited to all invoicing requirements. Any review or approval by SCE of a Subcontractor or a subcontract shall not relieve Implementer of its obligations hereunder. 6.6 Additional Instructions: If Implementer receives any verbal or written instructions for performance of Work from SCE personnel other than the SCE Representative, Implementer shall promptly reconfirm such instructions with the SCE Representative and request that a corresponding Change Order be issued as necessary. 6.7 Emergencies: In an emergency endangering life or property, Implementer shall: a) perform Work or such other services or work as is necessary to meet the emergency; and b) immediately notify SCE. 6.8 Drafts: Draft copies of required reports shall be submitted to the SCE Representative for review for contractual compliance, satisfaction of SCE needs and good professional practices, comments, and approval, prior to the due date of such reports. 6.9 Inspection: SCE authorized representatives shall have the right of access to and inspection of Implementer's facilities and/or locations at reasonable times during regular business hours regarding performance of the Work. 6.10 Uncontrollable Forces: Implementer shall not be liable for delay in the Work Schedule or inability to perform the Work due to any cause beyond its reasonable control, such as strike, flood, fire, lightning, epidemic, quarantine restriction, war, sabotage, act of a public enemy, earthquake, or critical material unavailability; provided that Implementer promptly notifies SCE in writing of the nature, cause, date of commencement, and expected impact of the event and has exercised due diligence in proceeding to meet the Work Schedule. SCE shall extend the Work Schedule for an equitable period due to such causes without any change in the Contract price. 7. FITNESS FOR DUTYJJOBSITE ACCESS REQUIREMENTS 7.1 Fitness for Duty: 7.1.1 Implementer and its Subcontractor personnel on a Jobsite: (i) Shall report for work in a manner fit to do their job; (ii) Shall not be under the influence of or in possession of any alcoholic beverages or of any controlled substance (except a controlled substance as prescribed by a physician for such person so long as the performance or safety of the Work is not affected thereby); and (iii) Shall not have been convicted of any serious criminal offense which, by its nature, may have a discernible adverse impact on the business or reputation of SCE. 7.1.2 Inspection: Searches by SCE authorized representatives may be made of lockers, storage areas, vehicles, persons or personal effects on SCE owned, or leased property at various times without prior announcement. Such facility inspections may be conducted using detection dog teams to search work areas and other common areas in order to detect evidence of unlawful drug use or the presence of pyrotechnics, explosives, firearms, weapons, or facsimiles thereof, alcoholic beverages and illegal drugs ("Prohibited Items"). Prohibited Items must not be brought onto, or kept on, SCE property. 7.1.3 Compliance: Implementer shall advise its employees of the requirement of this Section 7.1 ("Fitness for Duty Requirements") before they enter on the Jobsite and shall immediately remove from the Jobsite any employee determined to be in violation of these requirements. Implementer shall impose these requirements on its Subcontractors. SCE may cancel the Contract if Implementer violates these Fitness for Duty Requirements. 7.2. JOBSITE ACCESS REQUIREMENTS 7.2.1 Notification of Convictions: During application for Jobsite access, and/or during the Work, Implementer shall immediately notify SCE whenever Implementer becomes aware of evidence that any Implementer's or its Subcontractors' employee, who has, or will have, Jobsite access, has been convicted of a serious criminal offense. 7.2.2 Visitor Badge Requirement: All visitors to a particular Jobsite must comply with that Jobsite's visitor access requirements. 7.3. Sexual Harassment: SCE supports a diverse work force and prohibits unlawful employment discrimination and harassment of every kind, including sexual harassment, in accordance with state and federal laws. Whenever present on SCE property or facilities, Implementer shall require its employees, Subcontractors, agents to comply with all applicable federal and state statutes, acts, regulations, codes and standards prohibiting conduct that might reasonably be construed as violating state or federal equal opportunity laws, including conduct such as making sexually suggestive jokes or remarks, touching, assaulting, making gestures of a sexual or suggestive nature, and impeding or blocking any SCE employee's, subcontractor's or agent's movement. 8. DOUBLE DIPPING PROHIBITED If, in performing its respective Work obligations, Implementer engages contractors or vendors who provide incentives or services to SCE customers, Implementer shall take all appropriate steps to minimize double-dipping. As applicable: 8.1. Prior to providing incentives or services to any eligible customer, Implementer shall require its Subcontractors to 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 Contract. 8.2. No Party shall knowingly provide an incentive to a Participating Municipality, or make payment to a Subcontractor, who is receiving compensation for the same product or service either through another ratepayer funded program, or through any other funding source. 9. REPORTING/EM&V 9.1. Reporting. The Parties shall implement all reporting requirements set forth in the Statement of Work, including Appendix A and B of the Statement of Work. The reporting requirements set forth in such Appendix B will be amended when issued by the Commission for the 2010-2012 Program cycle, and may be amended from time to time thereafter at the discretion of the Commission. Upon issuance by the Commission of revised reporting requirements for 2010-12 related to the Program, such Commission-approved reporting requirements shall replace the reporting requirements set forth in Appendix B of the Statement of Work in their entirety upon written notice to the Implementer, which notice shall include a copy of the revised Appendix B. 9.2. EM&V. The evaluators will be asked to prepare a Program logic model based upon the written proposal and on interviews with the Implementer. Research issues will be defined in collaboration with SCE program managers and may include questions such as: How well were program activities documented? How effectively was the proposed plan implemented? What could be done to improve the plan's effectiveness? Who are the decision-makers, and what information did they use to make their decisions? 10. PAYMENTS/COMMERCIAL TERMS 10.1. Implementer Budget. The Implementer Budget is set forth in the Statement of Work. Implementer shall not be entitled to compensation in excess of the Implementer Budget without a Change Order issued and signed by SCE. 10.2. Time and Material Basis. All Work will be performed on a time and material basis and subject to the following general provisions 10.2.1. General Provisions. a. All charges shall be directly identifiable to, and required for the Work. b. Any charges for overtime shall require the prior written approval of the SCE Representative. Overtime rates shall be authorized and charged only for non-exempt personnel. C. Implementer shall complete the Work within the amount authorized by the Contract and in accordance with the Work Schedule. Implementer shall notify SCE's procurement agent responsible for the Contract and the SCE Representative at such time that it becomes reasonably apparent that the forecasted cumulative charges will exceed any amounts authorized by the Contract (whether by task, total amount of Contract, or both). Implementer shall not proceed with or be reimbursed for any Work performed, either beyond the effective period of the Contract, or exceeding the authorized amounts of the Contract, without a Change Order. 10.2.2 Labor Related Costs Under Time and Material Basis. Implementer shall invoice SCE at the fixed hourly rates for the applicable labor categories stated in the Contract for time spent directly engaged in performance of the Work by Implementer's employees. Such fixed hourly rates shall be inclusive of all of Implementer's overhead costs (including all taxes and insurance), administrative and general fees, and profit. 10.2.3 Invoices. Implementer shall submit monthly invoices for the costs incurred in the prior month and shall include a cost breakdown for each task identified in the Statement of Work. Each invoice shall include 10.2.3.1 Status a. SCE's Contract number. -._ - - - - -- - b. Task Description: c. Cost incurred to date. d. Current monthly amount invoiced. e. Cumulative amount invoiced to date. f. Current monthly and cumulative amounts authorized, and justification for all variances between amounts authorized and incurred or invoiced. g. Statement of deliverables for the period. 10.2.3.2 Labor a. Dates worked. b. Personnel name, work hours and classification. c. Personnel Fixed rate. d. Description of Work performed by task. e. Completion of Appendix "C" of the Statement of Work. 10.2.3.3 Reimbursable expenses (pre-approved by SCE) a. Material costs. b. Subcontract costs. c. Out-of-Pocket expenses. d. Travel costs. 10.2.4 Expenses. All reimbursable expenses shall be authorized by SCE in writing prior to the expenditure. Any expenses not so approved by SCE shall not be reimbursed. All expenses shall be charged at cost, without mark-up, and shall be necessary, reasonable and ordinary. 10.2.4.1 Material Costs. Material costs shall be substantiated with an invoice stating the unit price, quantity, and other information as required to identify the Work. 10.2.4.2 Subcontract Costs. Subcontracted Work shall be charged at the rates actually paid by Implementer, not to exceed the rates set forth in the Contract for Work by the Implementer. Implementer shall provide Subcontractor invoices for any Implementer invoice that includes Subcontractor costs. 10.2.4.3 Out-of-Pocket expenses. Miscellaneous costs such as telephone communications, routine copying, electronic mail, -facsimiles, computer-time and in-house technical softwa-re--are-deemed to be included in Implementer's overhead costs will not be reimbursed. 10.2.4.4 Travel Costs. Approved air travel costs shall in no case exceed economy or coach fare, whichever is reasonably available. Automobile travel from Implementer's office to the Jobsite and to SCE's general offices shall be paid at the fixed mileage rate stated in the Contract, or if not stated, at SCE's rate for SCE employees. 10.2.5 Final Invoice. The final invoice shall be marked "FINAL" and must be received by SCE within sixty (60) calendar days after completion of the Work. SCE shall not be liable for payment of any late invoices that are received by SCE beyond the 60 days. 10.2.6 Invoice Deficiencies. In the event SCE determines that Implementer's (or any of its subcontractors) invoices do not meet the invoicing requirements of the Contract, SCE will notify Implementer of the deficiencies and Implementer shall correct such deficiencies promptly. 10.2.7 Payment by SCE. SCE shall pay each correct invoice, submitted in accordance with the terms of the Contract, within thirty (30) days of SCE's receipt of the correct invoice in SCE's Accounts Payable Division. 10.2.8 Records. Implementer shall maintain, for a period of five (5) years after final payment, complete accounting records (and supporting documentation) of all invoiced costs. SCE reserves the right to audit and copy any applicable documents related to the Work hours, all costs and expenses invoiced, and task completion records. Each invoice shall list the number of the Contract covered by such invoice. 11. COMPLIANCE WITH LAW; PERMITS, STATUTES AND CODES 11.1. The Implementer shall comply with, and shall ensure that the Work 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. 11.2. Implementer shall conform to the applicable employment practices requirements of (Presidential) Executive Order 11246 of September 24, 1965, as amended, and applicable regulations promulgated thereunder. 11.3 Implementer Policy for Web Accessibility. If an Implementer currently hosts and manages a web site, on behalf of SCE, that contains public, customer-facing pages, content and/or transactions that is not already web accessible and compliant with Web Content Accessibility Guidelines version 2.0, Level AA (WCAG 2.0, Level AA), the Implementer must make updates to the web site pages, content and/or transactions to meet web accessibility ---compliance; -unless Implementer-is-not required by law to comply. As such, Implementers who plan to or currently host and maintain web sites that include web pages, content and/or transactions for SCE shall agree to the following terms regarding current and/or planned web sites unless Implementer is not required to do so by law: 11.3.1 All public facing web pages, transactions and content, including multi-media and interactive content and forms targeted for SCE customers, shall be made web accessible and meet the standards defined in WCAG 2.0, Level AA. Multi-media and interactive content within the scope of these terms include, and are not limited to, image files, video files, audio files, Flash movies and applications, Flex applications, Silverlight applications, functionality developed with AJAX and/or any other interactive technology not otherwise specified but utilized to serve up information and/or transactions on the web. 11.3.2 Attachments that are posted on a web page for download must also be made web accessible. Attachments include, and are not limited to, Adobe Acrobat PDF files, Microsoft Office files, or any other type of file intended for a customer to download and review offline. An exception may be allowed only if the content contained within the download is already offered on the web site in a web accessible format, and the downloadable attachment is duplicative to the content or transaction displayed on web pages. Such exceptions must be documented and requested by the Implementer, agreed upon by both Implementer and SCE, and granted by SCE prior to declaring any attachment exempt from web accessibility compliance. 11.3.3 Implementers must include compliance with WCAG 2.0, Level AA guidelines as part of the base system requirements for any work completed for SCE. Implementers are responsible for testing proposed web pages, content and/or transactions, and confirming compliance with WCAG 2.0 Level AA guidelines. Proof of testing may be documented in the form of test plans, test scripts, test results, and/or web accessibility audits (performed by the Implementer itself or an external party). SCE may, at any time, request for such documentation to confirm that testing was completed and that the published web page, content and/or transaction satisfies web accessibility compliance with WCAG 2.0, Level AA. 11.3.4 Upon deployment (i.e. publication for external consumption) of web accessible pages, content and/or transactions, Implementer must, to the best of its abilities, maintain compliance with WCAG 2.0, Level AA for as long as the web pages, content and/or transactions are made publicly available on the third-party hosted web site: 11.3.4.1 If Implementer must edit, enhance, modify, or update web pages, content-and/or transactions, Implementer agrees to re- - )test for web accessibility compliance, and document test results to prove that said content continues to maintain web accessibility compliance. SCE may, at any time, request for such documentation to confirm that testing was completed and that the published web page, content and/or transaction satisfies web accessibility compliance with WCAG 2.0, Level AA. 11.3.4.2 On a periodic basis, SCE may perform audits on the third- party hosted site to assess web accessibility compliance. Audits may be completed by manual evaluation or through the use of an automated testing tool. If SCE identifies any content that was previously communicated as being compliant but is subsequently found to be in violation, 1) SCE will identify, in writing, the specific web page, content or transaction form where the violation is found, the specific WCAG 2.0, Level AA guideline that has been violated, and what the specific violation is determined to be; 2) Implementer agrees to correct the item(s) in violation on its own accord, with no cost impact to SCE, in a timeframe that both SCE and Implementer agree to, not to exceed 30 calendar days. 11.3.4.3 SCE requires an annual web accessibility audit of SCE's web properties by an independent auditor. Any part or all pages of a third-party hosted web site may be included in the annual audit. If the independent auditor identifies any web page, content or transaction that was previously communicated as being compliant but is subsequently found to be in violation, 1) Auditor will identify, in writing, the specific web page content or transaction form where the violation is found, the specific WCAG 2.0, Level AA guideline that has been violated, and what the specific violation is determined to be; 2) SCE shall provide Implementer with audit report, 3) Implementer agrees to correct the item(s) in violation on its own accord, with no cost impact to SCE, in a timeframe that both SCE and Implementer agree to, not to exceed 30 calendar days. 11.3.5 If an existing third-party hosted web site utilizes a commercial off- the-shelf third-party software package to deliver any type of functionality that is customer-facing, the Implementer must work with the software manufacturer to determine whether the software produces web-accessible pages, content and/or transactions. 11.3.5.1 If the software manufacturer is unable to provide a product that produces web pages, content and/or transactions that meet WCAG 2.0, Level AA guidelines, the Implementer shall - --- -- --_ ----- -- - -request the software-manufacturer to produce such limitations in writing (i.e. in the form of product specifications, formal response from software manufacturer's technical support) and subsequently provide such documentation to SCE. 11.3.5.2 If the software manufacturer is unable to provide a product that produces web pages, content and/or transactions that meet WCAG 2.0, Level AA guidelines, the Implementer agrees to pursue, in good faith, an alternate product that can provide equivalent functionality and satisfy WCAG 2.0, Level AA web accessibility compliance requirements. 11.3.6 If an Implementer plans to utilize a commercial off-the-shelf third- party software package to deliver any type of functionality that is customer-facing for a future web site, the Implementer agrees to pursue, in good faith, a product that can meet the desired business functionality requirements and WCAG 2.0, Level AA web accessibility compliance requirements. 11.3.6.1 If the Implementer is unable to locate a product that meets both business functionality requirements and web accessibility compliance requirements, the Implementer must communicate such limitations, in writing, and justify the software selection choice. Implementer shall also request the software manufacturer of desired product to produce such limitations in writing (i.e. in the form of product specifications, formal response from software manufacturer's technical support) and subsequently provide such documentation to SCE. SCE shall reserve final decision-making authority to approve the usage of such software to deliver desired business functionality.] 12. INDEMNITY/CONSEQUENTIAL DAMAGES 12.1. Indemnity. Implementer 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) any act or omission of Implementer, its Subcontractors, or any of their respective employees, officers and agents, relating to this Contract, or (b) Implementer's breach of this Contract or of any representation or warranty of Implementer contained in this Contract. 12.2. NO CONSEQUENTIAL DAMAGES. NEITHER 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 OF 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 WORK OR TERMINATION OF THIS CONTRACT. 13. DEVELOPMENTS/PROPRIETARY RIGHTS 13.1. Ownership. The Parties acknowledge and agree that SCE, on behalf of its customers, shall own all deliverables, 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, intellectual property, inventions and trade secrets and all deliverables produced in the performance of this Contract, whether proprietary or non-proprietary; provided, however, that Developments do not include equipment or infrastructure purchased for research, development, education or demonstration related to energy efficiency. Although Implementer shall retain no ownership, interest, or title in the Developments except as may otherwise be provided in this Contract, it will have a permanent, royalty free, non-exclusive license to use such Developments. 13.2. .Risk of Loss. Implementer shall have risk of loss of or damage to the undelivered Developments until completion of the Work. 13.3. Infringement. 13.3.1.Implementer represents and warrants that the Work performed by Implementer and/or its Subcontractors 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. 13.3.2. Implementer shall defend, indemnify and hold harmless, SCE, its officers, agents, employees, successors and assigns from and against any and all liability, damages, losses, claims, demands, actions, causes of action, and costs including reasonable attorney's fees and expenses arising out of any claim, demand, or charge that use of the Work or Developments infringe upon any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights. 14. INSURANCE 14.1. Implementer will maintain, and shall require its Subcontractors to maintain, the following insurance coverage or self insurance coverage, at all times during the term of this Contract, with companies having an A.M. Best rating of "A-, VII" or better, or equivalent: 14.1.1.Workers' Compensation: statutory minimum. 14.1.2. Employer's Liability coverage: $1 million minimum. 14.1.3. Commercial General Liability: $2 million minimum per occurrence/$4 million minimum aggregate. Such insurances shall acknowledge SCE, its officers, agents and employees as additional insureds, be primary for all purposes, contain standard cross- liability or severability of interest provisions, and waive all rights of subrogation against SCE its officers, agents, employees and other contractors or Subcontractors. 14.1.4. Commercial or Business Auto: $1 million minimum. Such insurance shall acknowledge SCE, its officers, agents and employees as additional insureds and be primary for all purposes. 14.1.5. Professional Liability (if applicable): $1 million minimum. 14.2. Evidence of Insurance. Upon request at any time during the term of this Contract, Implementer shall provide evidence that its insurance policies and the insurance policies of any Subcontractor, as provided in this Section are in full force and effect, and provide the coverage and limits of insurance that Implementer has represented and warranted herein to maintain at all times during the term of this Contract. 14.3. Self-Insurance. If Implementer is self-insured, it shall upon request forward documentation to SCE that demonstrates to SCE's satisfaction that Implementer self-insures as a matter of normal business practice before commencing the Work. SCE will accept reasonable proof of self-insurance comparable to the above requirements. 14.4. Notice of Claims. Implementer shall immediately report to SCE, and promptly thereafter confirm in writing, the occurrence of any injury, loss or damage incurred by Implementer or its Subcontractors or their receipt of notice or knowledge of any claim by a third party of any occurrence that might give rise to such a claim. 14.5. Insurance Indemnification. If Implementer fails to comply with any of the provisions of this Section, "INSURANCE", or any insurance requirements in the Contract, Implementer shall, at its own cost, defend, indemnify, and hold harmless SCE, its affiliates and their officers, directors, agents, employees, assigns, and successors in interest, from and against any and all liability, damages, losses, claims, demands, actions, causes of action, costs, including attorney's fees and expenses, or any of them, arising out of or in connection with the performance or non-performance of the Work by Implementer or any Subcontractor, or their officers, directors, employees or agents to the extent that SCE would have been protected had Implementer complied with all of the provisions of this Section. 15. CUSTOMER CONFIDENTIALITY REQUIREMENTS 15.1. Non-Disclosure. Implementer, its employees, agents and Subcontractors shall not disclose any Confidential Customer Information (defined below) to any third party during the term of this Contract or after its completion, without Implementer having obtained the prior written consent of SCE, except as provided by law, lawful court order or subpoena and provided Implementer gives SCE advance written notice of such order or subpoena. Notwithstanding any other provisions in the Contract, Implementer's nondisclosure obligations with respect to SCE Confidential Customer Information shall survive any expiration or termination of the Contract in perpetuity. 15.2. 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 Implementer is uncertain whether any information should be considered Confidential Customer Information, Implementer shall contact SCE prior to disclosing the customer information. 15.3. Non-Disclosure Agreement. Prior to any approved disclosure of Confidential Customer Information, SCE may require Implementer to enter into a nondisclosure agreement. 15.4. Commission Proceedings. This provision does not prohibit Implementer from disclosing non-confidential information concerning the Work to the Commission in any Commission proceeding, or any Commission-sanctioned meeting or proceeding or other public forum. 15.5. Return of Confidential Information. Confidential Customer Information (including all copies, backups and abstracts thereof) provided to Implementer by SCE, and any and all documents and materials containing such Confidential Customer Information or produced by Implementer based on such Confidential Customer Information (including all copies, backups and abstracts thereof), during the performance of this Contract shall be returned upon written request by SCE. 15.6. 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 15 and the obligations of the Parties are specifically enforceable. Accordingly, the Parties agree that in the event of a breach or Aened breach of this Section 15 by Implementer, SCE shall be entitled to seek and obtain an injunction preventing such breach, without the necessity of proving damages or posting any bond. Any such relief shall be in addition to, and not in lieu of, money damages or any other available legal or equitable remedy_ 16. SECURITY INCIDENT PROVISIONS 16.1. SCE Personal Information. 16.1.1.Definition. SCE Personal Information is defined as any information in the possession or under the control of SCE or any of its affiliates, or that is furnished or made available by SCE or any of its affiliates to Implementer, that identifies, relates to, describes, or is capable of being associated with, any particular individual (whether SCE employee, customer, or otherwise), including, but not limited to, his or her name, signature, social security number, physical characteristics or description, address, telephone number, passport number, driver's license or state identification card number, insurance policy number, medical information or health insurance information, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information. 16.2. Nondisclosure of SCE Personal Information. Implementer, its employees, agents and Subcontractors shall not disclose any SCE Personal Information (defined above) to any third party during the term of this Contract or after its completion, without Implementer having obtained the prior written consent of SCE, except as provided by law, lawful court order or subpoena and provided Implementer gives SCE advance written notice of such order or subpoena. 16.2.1. Notwithstanding any other provision in the Contract or Contract, Implementer's nondisclosure obligations with respect to SCE Personal Information shall survive any expiration or termination of the Contract in perpetuity. Upon the expiration or termination of the Contract, or at any time upon request of SCE, all SCE Personal . Information in any medium, including all copies or parts thereof, shall be returned to SCE or destroyed, except that Implementer may retain one copy of any materials prepared by Implementer containing or reflecting SCE Personal Information if necessary for compliance with its internal record-keeping or quality assurance requirements only. If destroyed, such destruction shall be certified in writing by Implementer. 16.3. Security Incidents. This section shall apply only to the extent Implementer is in possession or control of SCE Personal Information or SCE Confidential Customer Information. 16.2.1 Security Incident Response Plan. Implementer shall develop, implement and maintain a written plan and process for preventing, detecting, identifying, reporting, tracking and remediating Security Incidents ("Security Incident Response Plan" or "SIRP"). A Security Incident shall mean an event or set of circumstances that results in a reasonable expectation of a compromise of the security, confidentiality or integrity of SCE data or information under the Implementer's control. Examples of Security Incidents include are but not limited to: (i) Security breaches to Implementer's network perimeter or to internal applications resulting in potential compromise of SCE data or information. (ii) Loss of physical devices or media, e.g., laptops, portable media, paper files, etc., containing SCE data. (iii) Lapses in, or degradation of, Implementer's security controls, methods, processes or procedures. (iv) The unauthorized disclosure of SCE data or information. (v) Any and all incidents adversely affecting SCE's or its affiliates', as the case may be, information assets. 16.2.2 SIRP General Requirements. Implementer's SIRP will include Security Incident handling and response procedures, specific contacts in an event of a Security Incident, the contacts' roles and responsibilities, and their plans to notify SCE or its affiliates, as the case may be, concerning the Security Incident. The SIRP must be based on and meet all requirements of the following* 16.2.2.1 U.S. federal and applicable state laws, statutes and regulations concerning the custody, care and integrity of data and information. In particular and without limitation, Implementer shall ensure that its SIRP and its business practices in performing work on behalf of SCE comply with California's Information Practices Act of 1977, California Civil Code §§ 1798.80 et seq., which addresses among other things the provision of notice to SCE or its affiliates, as the case may be, of any breach of the security of SCE Personal Information if it is reasonably believed to have been acquired by an unauthorized person. 16.2.2.2 SCE information management and information security policies and procedures as made available to Implementer from time to time ("SCE Policies and Procedures"), including without limitation ITS-445 "Standards for Information Security Response —Third Parties." 16.2.3 Implementer Response to Security Incident. The following will apply in the event of a Security Incident: 16.2.3.1 Implementer will submit a Security Incident Report (SIR) to SCE's or its affiliates', as the case may be, IT Help Desk or IT Operations Center ("ITOC") in accordance with SCE Policies and Procedures including ITS-445, and applicable law. The SIR shall be given promptly upon discovery of an SI and in any event not more than four (4) hours after discovery - - -of a suspected-SI, or sooner if required by law, statute or regulation. If additional time is required under the circumstances of the SI to ascertain the nature or extent of the SI, to stabilize the Computing System or to ensure the integrity of SCE's or its affiliates', as the case may be, data and information, then Implementer shall promptly notify SCE or its affiliates, as the case may be, in writing of the existence of an SI initially, and keep SCE or its affiliates, as the case may be, informed of developments and new information. 16.2.3.2 At SCE's or its affiliates', as the case may be, request, Implementer will meet with SCE or its affiliates, as the case may be, to discuss the cause of the Security Incident, Implementer's response, lessons learned and potential improvements to Implementer's system security processes and procedures. 16.2.4 Compromise of SCE Personal Information. 16.2.4.1 Additional SIRP Requirements for Personal Information. With respect to any SCE Personal Information in the possession or under the control of Implementer, to protect SCE Personal Information from unauthorized access, destruction, use, modification or disclosure, Implementer shall: (a) Develop, implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect SCE Personal Information from unauthorized access, destruction, use, modification, or disclosure. (b) Develop, implement and maintain data privacy and security programs with administrative, technical, and physical safeguards appropriate to the size and complexity of the Implementer's business and the nature and scope of Implementer's activities to protect SCE Personal Information from unauthorized access, destruction, use, modification, or disclosure. 16.2.4.2 Notice Requirements for Personal Information. In the event of a Security Incident where SCE Personal Information was, or is reasonably believed to have been, acquired by an unauthorized person, Implementer shall immediately provide the SIR required by Section 16.2.3. Such SIR shall state that SCE Personal Information may be involved, and shall describe the suspected nature of such SCE Personal Information. 16.2.5 SIRP Review. At SCE's or its affiliates', as the case may be, request, Implementer shall review the S1RP at least annually with SCE's or its affiliates', as the case may be, designated representatives to identify updates, changes or potential improvements; and a process to document these changes within ninety (90) days of any such changes. 16.2.6 Document Retention. Implementer shall maintain all documentation relating to Security Incidents, whether in written or electronic form, including without limitation, their identification, processing and resolution, for two (2) years after final resolution of the Security Incident, including the final resolution of all claims arising out of the Security Incident. 16.2.7 Indemnification for Security Incidents. Implementer shall, at its own cost, defend, indemnify and hold harmless SCE, its affiliates, officers, agents, employees, assigns and successors in interest, from and against any and all liability, damages, losses, claims, demands, actions, causes of action, costs, including attorney's fees and expense, fines or penalties, or any of them, resulting from any Security Incident. Any limitation of liability that may be in the Contract or Contract shall not apply to this Section 16.2.7. 16.3 Implementer shall ensure that its employees, agents and contractors that perform services for Provider in connection with the Contract are informed of and comply with these Security Incident provisions. 17. CONFLICT OF INTEREST Implementer affirms that, to the best of its knowledge, there is no actual or potential conflict of interest between Implementer, its employees or their families, Subcontractors, or business interests, and SCE. Implementer shall not hire any SCE employee or employee's spouse to perform any part of the Work. Implementer further affirms that it has set forth in its proposal for the Work: (i) all situations in which Implementer or an affiliated entity of Implementer has been or currently is an SCE Implementer, contractor, or employee; (ii) all situations in which Implementer or an affiliated entity of Implementer has been or currently is in a joint venture arrangement or licensing relationship with SCE (other than an Energy Leader Partnership); and (iii) any affiliated entity to which Implementer intends to subcontract any part of the Work. Implementer shall update such affirmations to SCE during performance of the Work within thirty (30) days following any change thereto. 18. TIME IS OF THE ESSENCE Implementer hereby acknowledges that time is of the essence in performing their obligations under this Contract. Failure to comply with milestones and goals stated in this Contract, including but not limited to those set forth in Exhibit A of this Contract, may i e a material breach of this Contract, resulting in its termination, payments being withheld, Implementer 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 Commission. All Work must be performed and completed by October 15, 2012. 19. IMPLEMENTER DISPUTES Any unresolved disputes between Implementer and SCE shall be referred to an SCE management representative and an officer of Implementer for resolution. Pending resolution, Implementer shall continue to perform the Work as directed by the SCE Representative, and SCE shall continue to make payments for the undisputed items. 20. RIGHT TO AUDIT SCE and the Commission shall have the right to audit Implementer at any time during the term of this Contract and for five (5) years thereafter. An audit may include, but is not limited to, a review of Implementer's financial records relating to the Work, program implementation procedures, program marketing material, program implementation documents, field audits of Implementer employees or Subcontractors, energy efficiency savings provided by the program, funds spent to date, information relating to the substantiation of program expenditures, incentives paid to date, customers given incentives to date, lists of employees and respective duties, lists of Subcontractors and their respective responsibilities or service provided. SCE may, in its sole discretion and at anytime, request information or data relating to the program, Work or this Contract, and Implementer shall provide such information in the format and within the time requested by SCE. Nothing in this provision shall limit the type, format or frequency of such requests by SCE. 21. MODIFICATIONS Except as otherwise provided in this Contract, changes to this Contract shall be only be valid through a written amendment/Change Order to this Contract signed by both Parties. 22. TERM This Contract shall be effective as of the Effective Date. Unless otherwise terminated in accordance with the provisions of Section 23 below, this Contract shall terminate at midnight November 31, 2012; provided however, that all Work and services shall be completed by the dates specified in the Statement of Work. 23. TERMINATION OR CANCELLATION 23.1. CPUC Authority To Modify: The Work and program under which the Work is authorized herein shall at all times be subject to the discretion of the California Public Utilities Commission (CPUC), including, but not limited to, review and modifications, excusing performance hereunder, or termination as the CPUC may direct from time to time in the reasonable exercise of its jurisdiction. 23.2. Termination for Convenience: Notwithstanding any other provisions of the Contract, SCE shall have the unilateral right to terminate the Work, or any portion thereof, or the Contract by the issuance of a Change Order; which shall not require Implementer's acceptance. Subject to the provisions of Section 23.3 and 23.4 hereof, SCE shall pay Implementer the termination charges set forth in the Contract pro-rated to the effective date of termination. If termination charges are not set forth in the Contract, SCE shall complete the payments for all Work accepted by SCE. SCE, at its option, may take possession of any Material paid for by SCE. The provisions of this Section 23.2 shall be Implementer's sole remedy resulting from such termination. 23.3. Cancellation for Default. In the event of: (i) the breach of or failure of Implementer to perform any of its material obligations under the Contract including, but not limited to, failure to complete the Work on time or failure to make satisfactory progress or persistent failure to pay labor and material claims; (ii) the failure of Implementer to give SCE adequate assurance of performance within ten working days after written demand by SCE therefore when reasonable grounds for insecurity arise; or (iii) the insolvency, bankruptcy or receivership of Implementer, then SCE may (a) withhold payment of any further monies which may be due Implementer until such condition is cured, and/or (b) declare Implementer to be in default of the Contract and notify Implementer in writing of such declaration and shall be entitled to cancel the Contract in whole or in part effective immediately upon written notice thereof. Any cancellation pursuant to this Section 23.3 shall not be.deemed a "termination" for the purposes of Section 23.2 hereof. In the event of such cancellation, Implementer shall immediately stop Work and surrender to SCE's possession, complete and incomplete Documentation and other Information, Material, control and use of the Jobsite and all Implementer and SCE- owned equipment, facilities, and all other items which SCE may deem necessary or appropriate until the Work is completed. Implementer shall assign to SCE the outstanding subcontracts and Contracts as requested by the SCE Representative for such completion. SCE shall have the right to provide, or contract for, all additional labor, Material, and any other items which it may deem necessary to complete the Work. If the total of all expenses incurred by SCE to complete the Work is greater than the sum which would have been payable under the Contract if Implementer had completed the Work, the difference shall constitute a claim against Implementer. Such claim shall be due and payable within ten working days after presentation of the claim. Additionally, SCE shall have the right to pursue other remedies afforded by law. 23.4 Delivery of Materials: Without limiting the effect of the provisions of Sections 15 and 23.3 hereof, upon receipt of notice of termination or cancellation under this Section 23, Implementer shall immediately deliver to SCE all complete and incomplete Documentation, and all Material. If, at the time of termination or cancellation further sums are due Implementer, Implementer shall not be entitled to the sums until all Documentation and all Material required to be delivered to SCE are delivered. - - -23 5- -Cessation-of Work: Upon receipt of notice of termination or cancellation for any reason, Implementer shall promptly cease all Work except for additional Work that SCE may, in its discretion, request Implementer to perform. Additional Work shall be performed in compliance with the terms of the Contract. 24. WRITTEN NOTICES Any written notice, demand or request required or authorized in connection with this Contract, 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: Implementer SCE: City of Huntington Beach Southern California Edison Aaron Klemm Bernard Adebayo-Ige 2000 Main St. 1515 Walnut Grove Ave 2C2-05 PO Box 190 Rosemead, CA 91770 Huntington Beach, CA 92648 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. 25. INDEPENDENT CONTRACTOR Implementer is and will perform the work as an independent contractor for SCE. Nothing in this Contract shall be construed so as to render Implementer an employee, agent, representative, joint venturer or partner of SCE for purposes of carrying out this Contract. Implementer shall not enter into any contracts, agreements or other obligations with any other parties which bind, or are intended to bind, SCE without first receiving express written authorization from SCE. SCE and Implementer shall each maintain sole and exclusive control over its respective personnel and operations. 26. BENEFIT TO SCE CUSTOMERS Ratepayer funded programs must directly benefit customers in the service territory from which the funds are collected. The energy efficiency program implemented pursuant to this Purchase Order is funded in whole or in part by funds collected from SCE's customers for public purpose programs, and therefore must directly benefit SCE's customers. PGC Funds are defined as those certain funds collected from electric utility ratepayers pursuant to Section 381 of the California Public Utilities Code for public purpose programs, including energy efficiency programs approved by the CPUC. 27. ENVIRONMENTAL, HEALTH & SAFETY REQUIREMENTS The "Southern California Edison ENVIRONMENTAL, HEALTH & SAFETY HANDBOOK FOR CONTRACTORS", dated January 10, 2010, is hereby incorporated by reference into this Contract. Implementer shall immediately notify the SCE Representative if Implementer is unable to meet ANY of the requirements set forth therein. SCE may cancel this Contract if Implementer fails to meet the requirements set forth in this Handbook. Such cancellation shall not be deemed a termination under the termination provisions of this Contract. 28. 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)- (f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a)- (0, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract 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 Work obligations. 29. NON-DISCRIMINATION CLAUSE None of the provisions of this Contract shall be considered waived by either Party unless such waiver is specifically stated in writing. 30. ASSIGNMENT No Party shall assign this Contract 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 Implementer'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. 31. SEVERABILITY In the event that any of the terms, covenants or conditions of this Contract, 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, all other terms, covenants, or conditions of this Contract 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 Contract. 32. GOVERNING LAW; VENUE This Contract 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 Contract shall be filed in Los Angeles County, California. 33. SECTION HEADINGS Section headings appearing in this Contract are for convenience only and shall not be construed as interpretations of text. 34. SURVIVAL Notwithstanding completion or termination of this Contract, the Parties shall continue to be bound by the provisions of this Contract which by their nature survive such completion or termination. 35. ATTORNEYS' FEES Except as otherwise provided herein, in the event of any legal action or other proceeding between the Parties arising out of this Contract 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. 36. PRIOR WORK. In the event that Implementer performs any Work authorized by SCE but prior to the execution of this Contract, then such prior Work shall be considered performed subject to the provisions of this Contract. 37. ENTIRE AGREEMENT This Contract (including all of the Exhibits and attachments hereto which are incorporated into this Contract by reference) contains the entire agreement and understanding between the Parties with respect to the Program and merges and supersedes all prior agreements, representations and discussions pertaining to the subject matter of this Contract. 38. COUNTERPARTS. This Contract 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. [SIGNATURE PAGE FOLLOWS]: SIGNATURE PAGE IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be executed by their duly authorized representatives. IMPLEME TER= Ci of ington By Joe Car io ��joaAt'iynn r� :e Mayor Ti City Clerk City nt'ngton Beach APPROVED AS TO FORM: By: n d Wilson By: Jennifer McGrath Title C ty Manager Title: City Attorney SCE: SOUTHERN CALIFORN EDIS N r r� By: Erwin Furukawa Title: Senior Vice President, Customer Service EXHIBIT A STATEMENT OF WORK (with Appendices A-C) FABLE OF CONTENTS SECTION 1: PROGRAM DESCRIPTION...........................................................................................l SECTION 2: OBJECTIVES..............................................................................................................3 SECTION 3: GENERAL REQUIREMENTS........................................................................................3 SECTION 4: SCHEDULE OR TASKS DELAYS.................................................................................4 SECTION 5: STATEMENT OF WORK..............................................................................................4 Task1 -Program Ramp-up.................................................................................................................4 Task2- Strategic Plan Goal 3 .............................................................................................................5 Task 2—Establish Enterprise Utility Manager System ..................................................................5 Task 3 - Strategic Plan Goal 1 ..........................................................................................................I I Task 3 —Develop model comprehensive local government facilities policies and programs ......I I Task-4-Invoicing and Reporting.......................:..............................................................................13 Task 5 -Ramp-Down and Shut-Down Program...............................................................................14 Task 6 - Submit Final Program Report.............................................................................................15 SECTION 6: PAYMENT...............................................................................................................16 SECTION 7: PERFORMANCE INDICATORS...................................................................................17 Appendix A: Monthly Invoicing and Reporting Requirements....................................................18 Appendix B: Regulatory Reporting Requirements.......................................................................20 Appendix C: Billing Schedule......................................................................................................25 TABLES Table 1: Implementer T&M Fully Burdened Hourly Billing Rate...................................................... 16 Table 2: Implementer's Budget Breakdown........................................................................................ 17 Statement of Work PROGRAM IMPLEMENTER: ORANGE COUNTY CITIES PROGRAM NAME: ORANGE COUNTY CITIES STRATEGIC PLAN STRATEGIES PROGRAM BUDGET: $625,000 SECTION l: PROGRAM DESCRIPTION i-rogram Background: Pursuant to Decision 09-09-047, the CPUC authorized Southern California Edison ("SCE") to conduct strategic plan activities centered on energy efficiency and addressing the "Big, Bold" strategies and related local government goals found in the CPUC's California's Long-Term Energy Efficiency Strategic Plan ("CEESP")1. Based on this authorization, SCE conducted a solicitation seeking to fund activities that would lead to long-term, sustainable changes as opposed to supporting staffing resources or short-term initiatives that would cease to exist once the funding had ended. One of the selected programs in this solicitation is the Orange County Cities Strategic Plan Strategies (the "Program"). The Program will be implemented by the City of Huntington Beach ("Implementer"). Through the Program, the Implementer will enroll Participating Municipalities in the use of an Utility Manager software system to track and benchmark facilities operated by the Participating Municipalities to identify opportunities to improve the energy efficiency of these facilities. In addition, the Implementer will develop model energy efficiency policies and codes, energy efficiency chapter of the climate action plan, and sustainability policies for presentation to city councils and executives for their consideration for adoption by Participating Municipalities. The Implementer will perform the tasks required in order to meet the objectives of the CEESP while utilizing the following CEESP Goals: • Strategic Plan Goal 1: Local governments lead adoption and implementation of "reach" codes stronger than Title 24 on both mandatory and voluntary basis; and ® Strategic Plan Goal 3: Local governments lead by example with their own facilities and energy usage practices. Please go to www.califomiaenergyefficiency.com for a copy of the CEESP. Southern California Edison Company Page: 1 B. Defined Terms: Capitalized terms not otherwise defined in this Statement of Work ("SOW") will have the meaning ascribed to them in the Contract, which is attached to the SOW and incorporated herein by reference. 1. Business Day: The period from one midnight to the following midnight, excluding Saturdays, Sundays, and holidays. 2. Calendar Day: The period from one midnight to the following midnight, including Saturdays, Sundays, and holidays. 3. Change Order: Document SCE issues to Implementer and, unless otherwise provided in the Contract, Implementer accepts, and which changes or modifies the terms of the Contract. 4. Contract: Document issued by SCE to Implementer, as may be amended in writing as provided therein,which authorizes the Work, states the terms and conditions and incorporates by reference the Statement of Work and any other referenced documents, if applicable, all of which form the agreement (Contract) between SCE and the Implementer, with the following priority in the event of conflicting provisions: Change Orders, from the most recent to the earliest; the Statement of Work; the Contract; and any other referenced documents, and which facilitates payment to the Implementer for the Work described herein. 5. Contract Program Manager or CPM: The SCE Representative who will manage the Program. 6. Core Functioning Facility: Any municipal facility larger than 2,000 square feet with uses by the municipal government office buildings (e.g., city hall, fire department, police department, libraries, etc.), but does not include parks and other recreational facilities. 7. CPUC: The California Public Utilities Commission. 8. Implementer: The City of Huntington Beach 9. Month or Monthly: A term ending on the last Calendar Day of each Month. 10. Other Municipal Facilities: Other facilities operated by a Participating Municipality with an SCE electric service account not included as a Core Functioning Facility, e.g., traffic control facilities, outdoor recreational facilities, potable water distribution plants and equipment, sewage accounts, storm water pumps, etc. 11. Participating Municipalities: The Orange County cities of Costa Mesa, Huntington Southern California Edison Company Page: 2 Beach, Fountain Valley, Westminster, and Irvine. 12. Performance Indicators: Specific, measureable, actionable, realistic and time- specific requirements that will directly and measurably contribute to SCE's business goals for the Contract. 13. SCE Representative: The CPM or such other representative authorized by SCE to manage this Program. 14. Subcontractor: An entity contracting directly or indirectly with Implementer to furnish services or materials as part of or directly related to Implementer's Work. 15. Title 24: California Code of Regulations (CCR), Title 24, also known as the California Building Standards Code (composed of 12 parts). Title 24, Part 6 sets forth California's energy efficiency standards for residential and nonresidential buildings and was established in 1978 in response to a legislative mandate to reduce - California's energy consumption. The standards are updated periodically to allow consideration and possible incorporation of new energy efficiency technologies and methods. Title 24, Part 6 is the focus of the Work under this Purchase Order. 16. Work: Any and all obligations of Implementer to be performed for the Partnership pursuant to and during the term of the Contract, any revision to the Contract, or a subsequent Contract or Contract Addendum incorporating this Statement of Work. The Work will include,but may not be limited to,the tasks described in Section 5 of this Statement of Work. SECTION 2: OBJECTIVES Through the Program, the Implementer will build a strong case for local government energy efficiency policies that result in a healthier, cleaner environment for the Participating Municipalities. These policies will serve as a link between the California Energy Efficiency Strategic Plan (CEESP) and Orange County local governments. Through the Program, the Implementer will deliver an integrated package of polices and systems for County facilities and the Participating Municipalities that includes the following elements: 1. Tracking municipal energy usage of facilities operated by the Participating Municipalities through Utility Manager software; and 2. Developing model comprehensive energy policies that encompass capital projects, operations and maintenance and capital and operating budgets. SECTION 3: GENERAL REQUIREMENTS Southern California Edison Company Page: 3 A. Notice to Proceed ("NTP"): Implementer may start Work only upon the occurrence of each of the following: 1. Implementer receives the Contract; 2. Implementer provides to the CPM a signed acknowledgement form of the Contract; and 3. CPM provides to Implementer written approval to proceed. B. Goals: The primary goal of the Program is to achieve the Objectives and Performance Indicators set forth herein, in the time frame herein. SCE will regularly review the implementation schedule (milestones, delivery dates, etc.) contained herein against actual Work performed by Implementer to assess the Program's progress. SECTION 4: SCHEDULE OR TASKS DELAYS If the schedule or a task (including achievement of goals as outlined herein) is delayed for any reason, Implementer has the responsibility to notify the CPM in writing within thirty (30) Business Days. SCE may accept the delay, allow time for the remedy of the delay, reduce both the budget and the Work, or terminate the Contract within thirty (30) Business Days following receipt of any written notice of delay from Implementer. SECTION 5: STATEMENT OF WORK The Work for each of the CEESP Goals and associated tasks are described herein: Task 1 - Program Ramp-up A. Attend Program Kick-off Meeting: Implementer's representative(s) will attend a half- day Program kick-off meeting with the CPM to discuss Program logistics, marketing coordination, evaluation, monitoring and verification coordination, invoicing requirements, scope of Work, and any remaining Contract issues at an SCE -designated location. Implementer's representative will attend the Program kick-off meeting at a time and place to be determined by SCE after the issuance of the NTP. To avoid duplication and unnecessary expenditures, CPM will provide information and guidance regarding currently available resources (e.g., available training programs, reach building codes, templates, Utility Manager resource guide, etc.)that will be used by the Implementer in assessing pre-existing resources. This will enable the Implementer to focus efforts on the areas in each Task on any gaps that exist. Southern California Edison Company Page: 4 B. Program Data, Invoicing, and Reporting Tool Training: The Implementer will attend a half-day workshop (Webcast) that provides training on the use of SCE invoicing and reporting tool ("IR Tool"). The Implementer will attend IR Tool training at a time and place to be determined by SCE after the issuance of the NTP. Deliverables Due Date(g) 1. Attend a half-day Program Kick-off Determined by SCE after the issuance of Meeting the NTP. 2. Attend a half-day IR Tool training session Determined by SCE after the issuance of and ongoing IR Tool update training. the NTP or notification of IR Tool program changes. 3. Delivery flat files(first draft)to CPM for IR Tool training plus 5 Calendar Days. review and approval. 4. Delivery of flat files(final draft)to CPM for IR Tool training plus 10 Calendar Days. review and approval. Task 2- Strategic Plan Goal 3 Strategic Plan Goal 3:Local governments lead by example with their own facilities and energy usage practices. • Task 2 (Strategic Plan Task 3.1.2)—Set up a `utility manager' computer program to track municipal usage. Identify need for sub-metering to plan, budget and manage bills. Task 2 —Establish Enterprise Utility Manager System Implementer will establish a network using an enterprise Utility Manager system for monitoring the energy usage of facilities operated by Participating Municipalities. As a first step, Implementer will evaluate the feasibility of using existing Utility Manager network software operated by Los Angeles County (Energy Management Information System (EEMIS)). If the Los Angeles EEMIS will meet the needs of the Implementer and the Participating Municipalities, The Implementer will facilitate the procurement of the right to its use, and all required software purchases and activities to make EEMIS functional for tracking municipal energy usage. If the Los Angeles County EEMIS is determined to be unsatisfactory for the needs of the Implementer and Participating Municipalities, Implementer will develop a competitive solicitation for an enterprise Utility Manager system and award a contract based on fully defined and mutually agreeable terms and conditions for the Implementer and the selected provider. Participating Municipalities selected to participate in the enterprise Utility Manager network must connect and monitor, at a minimum, all Core Functioning Facilities. Southern California Edison Company Page: 5 To complete this task, the Implementer will deliver to the CPM the following: A. EEMIS/Utility Manager Assessment and Planning Report: Implementer will assess the capabilities of the EEMIS and prepare a planning report that describes plans for successfully completing this task as well as it plans for ensuring the sustainability of the networks functionality for the longer term. Implementer will submit this report to the CPM for review and comment. B. Procure Utility Manager/EEMIS System: Implementer will prepare and execute a Memorandum of Understanding with Los Angeles County for the necessary EEMIS software and networking capability, if the Los Angeles County EEMIS is chosen for the Program, or procure an alternate Utility Manager system and support services. The Utility Manager/EEMIS will enable Participating Municipalities to access facility energy consumption, archive billing data, and report and analyze energy consumption data. C.-Program Management Plan (PMP):To-facilitate the successful implementation of the Work, the CPM will provide the Implementer a Program Management Plan ("PMP") template, upon Contract execution. The Implementer will develop a PMP, tailored to the specific needs of each Participating Municipality. For each Participating Municipality, the PMP will contain sufficient information to guide the Utility Manager/EEMIS installation, including documentation of the existing hardware capability, a determination of whether each Participating Municipality has the existing capability to run Utility Manager/EEMIS, and recommendations of any necessary hardware purchases. For Participating Municipalities installing Utility Manager/EEMIS, the PMP will also include the following sections: • An EEMIS procurement plan, including the procurement of the required networking software capability: • A data acquisition and data transfer plan into Utility Manager/EEMIS; • Identification of the sub-metering data requirements; • A training plan for the Participating Municipality; • An Utility Manager/EEMIS maintenance plan; and • A detailed description of the roles and responsibilities for the Implementer, each Participating Municipality and the County of Los Angeles or selected enterprise Utility Manager provider. • An EEMIS Access Agreement(s) "EEMIS Access Agreement")to be executed by the Implementer and each Participating Municipality. The EEMIS Access Agreement will specify the pricing terms and other conditions for purchasing the rights to use EEMIS, transferring data into EEMIS, storing EEMIS data, and Southern California Edison Company Page: 6 maintaining EEMIS. The EEMIS Access Agreement will also include a complete description of the rights and responsibilities for all parties. The Implementer will work with all Participating Municipalities to develop the PMP, and will incorporate PMP comments from each Participating Municipality and the County of Los Angeles or selected enterprise Utility Manager provider, before submitting the PMP to the CPM for review. Based on the final PMP, Implementer will work with the County of Los Angeles or other selected provider to obtain detailed cost specifications for the procurement of the right to use EEMIS for each Participating Municipality, and to develop Utility Manager/EEMIS Procurement Agreement(s) ("Utility Manager/EEMIS Agreements")to be executed by the County of Los Angeles (or the selected provider) and each Participating Municipality. The Utility Manager/EEMIS Agreement(s) will specify the terms and conditions for purchasing the rights to use Utility Manager/EEMIS, transferring data into Utility Manager/EEMIS, and maintaining the system. The Utility Manager/EEMIS Agreement(s) will also include a complete description of the responsibilities for all parties to each Utility Manager/EEMIS Agreement(s). Implementer will facilitate the execution of the Utility Manager/EEMIS Agreements by the County of Los Angeles or other provider and each Participating Municipality. Each Participating Municipality must also sign the Utility Manager/EEMIS Agreement(s) before receiving any additional Program services. The Utility Manager/EEMIS Agreement(s) may be executed at any time prior to May 1, 2012. After the Utility Manager/EEMIS Agreement(s) has (have) been executed, all activities required to make the EEMIS database functional for the Participating Municipality can proceed. Activities include but are not limited to the following: • Procure Utility Manager/EEMIS and the required networking software capability;2 • Modifying software technology so that individual municipal buildings and the Participating Municipality staff have appropriate on-line access; and • Training Participating Municipality staff on all aspects of data-base operations including: set-up, data transfer, data storage and Utility Manager/EEMIS maintenance. Additionally, Implementer will work with Los Angeles County or selected provider to ensure the Utility Manager/EEMIS program documentation is available for reference by all users. z Cost of networking the software is allowed if the expense has demonstrated value in meeting the CEESP strategic menu objectives and the expense is attributed to establishing the Utility Manager/EEMIS software. Southern California Edison Company Page: 7 1. Implementer will work with the Participating Municipality and County of Los Angeles or selected provider to populate the data base and generate reports of energy consumption. Activities will include but are not limited to the following: • Obtaining and transferring to the data base, all relevant facility information; • Acquiring from SCE billing data and consumption data from existing sources; • Testing the database through the submission of initial data and implementing any required modifications; and • Generating periodic reports on energy usage. 2. Training Program Plan: Implementer will prepare a training program plan ("Training Program Plan") for training personnel from each Participating Municipality on the functionality and operation of the Utility Manager/EEMIS system. The Training Program Plan will include the following: • Scope of the training to be conducted; • A description of the training curriculum to be used; and • Training schedule for Participating Municipalities. 3. Training Delivery: Implementer will train staff from each Participating Municipality on energy analyses techniques and develop an implementation plan for Utility Manager/EEMIS monitoring and maintenance. Activities will include but are not limited to the following: • Implementer will train staff from each Participating Municipality on using Utility Manager/EEMIS to analyze energy consumption data, identify energy savings opportunities, benchmark facility usage and operations, and sustain project savings; and • Implementer will also develop a Utility Manager/EEMIS maintenance plan. D. Implementer will document each Participating Municipality's policy on implementing energy efficiency upgrades after the benchmarking analysis has been completed. Implementer will also document the energy efficiency actions taken by each Participating Municipality that can be attributed to the benchmarking E. During the Program period, the Implementer will ensure that all Participating Municipalities are offered Utility Manager/EEMIS integration for at least one facility in each Participating Municipality. Participation will be offered in two tiers: 1. Utility bill monitoring and reporting; and 2. Using utility meters to report real-time use. Southern California Edison Company Page: 8 F. Tool Lending Library: As part of the deployment Utility Manager system, Implementer will create a regional energy auditing tool lending library, consisting of two (2) complete energy auditing toolkits for local government use. These tools will facilitate the local government's ability to conduct the data collection necessary for populating the Utility Manager system. At a minimum the tool lending library will make available for loan the following tools: 1. Tape measures; 2. Light meters; 3. IR/laser thermometers; 4. IR cameras; 5. Electrical multi-meters; 6. "Kill-a-Watt" electric usage monitors; 7. Test and balance airflow hoods; and 8. Data loggers and analysis software. G. Implementer will provide internships for students, such as those in energy auditing certificate programs for energy auditing at Goldenwest College, to complete the clerical tasks in setting up the software supporting the Utility Manager/EEMIS System. H. Utility Manager/EEMIS Reporting: The Implementer will, at a minimum, track the following information through the IR Tool: 1. Participating Municipality bills and their facilities enrolled in Utility Manager; and 2. Type and sq. ft, of facility. I. Utility Manager/EEMIS Assessment: The Implementer will quantitatively assess the value and benefits of the Program through: 1. Voluntary surveys for facility managers; 2. Usefulness of energy usage information in managing operations budgets and costs; and 3. Willingness to implement energy efficiency projects identified at facility. Southern California Edison Company Page: 9 Task 2 Deliverable(§) Due'Date(s) 1. Kickoff meeting with Los Angeles County and NTP+30 Calendar Days an understanding of the timeline 2. EEMIS/Utility Manager Assessment and NTP+45 Calendars Planning Report completed(including evaluation of Los Angeles County EEMIS system) for review and comment by SCE; if Los Angeles County EEMIS system is not adopted, provide rationale. 3. If Los Angeles County EEMIS is not adopted, NTP plus 90 Calendar Days develop, issue RFP; procure Utility Manager/SEMIS System 4. Create Program Management Plan(PMP) NTP+90 Calendar Days template 5. Begin implementation of PMP for each NTP plus 120 Calendar Days Participating Municipality 6. Signed agreement(s) between the Implementer NTP plus 120 Calendar days, and and Utility Manager provider and the Utility ongoing as Participating Municipalities Manager provider enroll in the program 7. Recruit and enroll participants in Utility Enroll first participant within NTP plus Manager/EEMIS from Participating 150 Calendar Days Municipalities; customize PMP for each Participating Municipality 8. Signed agreement(s)between the Participating NTP plus 150 Calendar days, and Municipalities and the Utility Manager provider ongoing as Participating Municipalities enroll in the program 9. Test network connectivity and functionality for NTP+6 Months facilities of each Participating Municipality 10. Prepare Utility Manager/EEMIS Installation NTP+6 Months; ongoing as new Report facilities are connected 11. Hire interns to provide Utility Manager/EEMIS NTP+6 Months software support 12. Establish tool lending library NTP+ 6 Months 13. Assess the value and benefits of the Program and Ongoing throughout the Program report list of identified needs as they occur. Southern California Edison Company Page: 10 14. Deliver Monthly reports from Utility Monthly with Invoicing Requirements Manager/EEMIS system (see Task 8) Task 3 - Strategic Plan Goal 1 Strategic Plan Goal 1:Local governments lead adoption and implementation of"reach" codes stronger than Title 24 on both mandatory and voluntary basis. Task 3 (Strategic Plan Task 1.1.1): Adopt building energy codes more stringent than Title 24's requirements, using cost-effectiveness studies by Climate Zone done by the utilities; adopt one or two additional tiers of increasing stringency. I risk 3—Develop model comprehensive local government facilities policies and programs A. Implementer will develop model comprehensive appropriate local government energy policies for Participating Municipalities that encompass capital improvement projects for facilities in their respective jurisdictions. The model energy policies will address, at a minimum, the following areas: 1. Building commissioning requirements; 2. Green Building standards; 3. Minimum "reach"performance-based building energy efficiency codes and standards; 4. Equipment/product specifications (prescriptive and performance standards) to assist municipal procurement staff in the selection of high-efficiency equipment; 5. Plans for re-investing energy efficiency savings into each Participating Municipality's budget for future energy efficiency activities. 6. Service level agreements between departments; and 7. Operations and maintenance protocols and software. D. Local Government Facilities Policies and Programs Assessment and Planning Report: In preparation for the development of appropriate "reach" policies and programs for local government facilities, Implementer will review appropriate available climate studies and assess sufficiency for policy and program development, conduct assessment of existing reach policies and programs and resources and prepare a plan for developing reach policies and programs for local government facilities based on the information gained from this assessment. Southern California Edison Company Page: 11 C. Model Energy, Maintenance and Service Level Policies: To facilitate adoption of these policies by Participating Municipalities, the Implementer will develop and adopt model energy, maintenance and service level policies covering facilities under their management control. The policies will be designed to help Participating Municipalities exceed Title 24 code requirements in the construction of new government controlled facilities and the management of existing government controlled facilities. In addition, these policies will fully describe processes for commissioning of new facilities and building energy systems, energy savings re-investment policies, Green Building practices, equipment and comfort standards, etc. Finally, the Implementer will customize policies for at least four(4) Participating Municipality's needs for presentation to their city council and/or city executives for consideration to adopt comprehensive energy policies for local government facilities. D. Submit Policies and Programs for Local Government Facilities to City Councils for adoption: Implementer will submit energy efficiency policies and programs developed for local government facilities to each Participating Municipality city council for adoption. If a policy is adopted, Implementer will submit the date the policy becomes effective, and submit to the California Energy Commission (CEC) for approval under Section 10-1063. If the policies and programs are not adopted, Implementer will submit a memorandum to SCE that lists reasons for rejection and alternate plans to be undertaken to assure adoption at a later date. Task 3 ,Deliverabl0 s Due,Date(s) 1. Develop, issue, and award RFP for professional NTP 90 Calendar Days services for"reach"policydevelopment;report on status of consultant or Subcontractor to support the task. 2. Submit Reach Code Assessment and Planning NTP plus 90 Calendar Days Report to SCE for review and comment 3. Develop draft model comprehensive local NTP plus 6 Months government code and ordinance amendments for Participating Municipalities for SCE review and comment using information from Utility Manager/EEMIS Task 2. 4. Submit final model comprehensive local NTP plus 7 Months government policies for Participating 3 California Energy Efficiency publication"2008 Building Energy Efficiency Standards for Residential and Nonresidential Buildings",November 2007. Southern California Edison Company Page: 12 Municipalities for SCE review and comment 5. Submit draft model energy, maintenance and NTP plus 7 Months service level policies covering facilities under management control for SCE review and comment 6. Deliver final model energy, maintenance and NTP plus 9 Months service level policies covering facilities under management control for SCE review and comment .. C Iustomize policies for a minimum of four(4) NTP plus 10 Months Participating Municipalities' member city's needs for presentation to city council and/or city executives for consideration to adopt comprehensive energy policies for local government facilities 8. Present customized policies to city councils and First presentation NTP plus 12 Months; other city executives; provide effective date of ongoing thereafter new policies, or reasons for rejection and alternative plans. 9. Submit code to CEC for approval under Section NTP plus 12 Months 10-106 10. Deliver Monthly reports from tracking system Monthly with Invoicing Requirements (see Task 8) Task 4—Invoicing and Reporting A. IR Tool: After SCE provides Implementer training on the IR Tool, the Implementer will utilize the IR Tool,which serves three primary purposes: • Enables Implementer to provide SCE with required Program information; • Provides CPM the capability to access Implementer's Program information and create reports; and • Provides miscellaneous reporting support for SCE's internal and CPUC reporting requirements. B. Submission of Information into IR Tool: Implementer will update the IR Tool on a Monthly basis in accordance with requirements delineated in Appendix A (Monthly Southern California Edison Company Page: 13 Invoicing and Reporting Requirements). Implementer will work collaboratively with the CPM in tailoring the flat files for the Program. C. Monthly Invoicing and Reporting: All required Monthly invoice reports can be generated via the IR Tool. Implementer will be responsible for implementing, adhering to, and the submission of, the items as described in Appendix A (Monthly Invoicing and Regulatory Reporting Requirements) of this Statement of Work. The invoice reporting requirements may be amended from time to time, at which time SCE will notify Implementer of the changes and issue a new Appendix A. Implementer will implement these modifications in a timely manner and future invoice documentation will reflect them. D. SCE's Regulatory Reporting: Implementer will implement, adhere to, and submit the items as described in Appendix B (Regulatory Reporting Requirements), as SCE requests. The CPUC reporting requirements may be amended from time to time, at which time SCE will notify Implementer of the changes and issue a new Appendix B. Implementer will implement these modifications in a timely manner and future invoice documentation will reflect them. Implementer acknowledges that SCE may, in its sole discretion, require Implementer to provide such other reports or documentation that SCE deems appropriate or necessary ("Ad Hoc Reports"). Implementer will comply with any request for such Ad Hoc Report(s) within a reasonable time or, if applicable, within the time requested by SCE. Deliverable(s) Due Date sj Prepare and submit Monthly invoices and Monthly,by the 15th Calendar Day for supporting documentation to SCE. Work completed the precedingMonth Prepare and submit Monthly regulatory report, Monthly,by the 15th Calendar Day for including flat files and Monthly deliverable Work completed the preceding Month work sheet. Prepare and submit Quarterly regulatory reports Quarterly, by the 30`h Calendar Day for (Appendix B)to SCE Work completed the preceding quarter, through October 31, 2012 Prepare and submit Ad Hoc Reports As SCE requests and/or requires Prepare and submit final invoice and Program By November 15, 2012 for final invoice Report to SCE and by October 31, 2012 for final Program Report Task 5- Ramp-Down and Shut-Down Program A. Program Ramp-Down: The.Implementer will provide SCE with a ramp-down plan for the Program. To ensure complete Program shut-down, the Program ramp-down period Southern California Edison Company Page: 14 will commence no later than September 1, 2012. Implementer's plan for Program ramp- down will take into consideration that all services must be completed by October 15, 2012. Implementer will resolve all outstanding Program issues and begin preparation of the Final Report beginning September 1, 2012. B. Program Shut-Down: Implementer will provide to the CPM a plan with procedures on shutting down the Program. All Program operations will be completely shut down after the last day of the Contract effective period. Deliverables) Due<Date(s), 1. Submit detailed ramp-down and shut-down plans No later than September 1,2012 and schedules to CPM for review and approval 2. Resolve outstanding Program issues and begin No later than September 1, 2012 preparation of Final Report 3. Begin Program ramp-down No later than September 1, 2012 4. Complete all services No later than October 15, 2012 Task 6 - Submit Final Program Report After Program shut-down and follow-up issues have been completed and resolved, the Implementer will submit a final report that reviews the Program's progress and accomplishment(the "Final Report"). At a minimum, the Final Report will cover: A. Goal Attainment: Documentation that substantiates the Implementer's achievement of the objectives, Program Performance Indicators, and deliverables for the Contract. B. Program Achievement Discussion: Were the goals/objectives met? Were the Program Performance Indicators achieved? Complete Program achievement for each Program Performance Indicator and deliverable indicating the measureable Program accomplishments. C. Program Challenges: What were the significant obstacles that were overcome? D. Lessons Learned: Could a Program of this scale have accomplished more? E. Program Improvement Recommendations: What improvements could have been made to help the Program be even more successful? Southern California Edison Company Page: 15 F. Program Next Step: Should the Program a) be mainstreamed, b) continued to be developed or, c) ended. I).eliverable s , Due Date s 1. Submit draft Final Report for SCE review No later than October 15, 2013 and approval 2. Submit revised Final Report for SCE review The earlier of October 15, 2012 or within 2 and approval weeks of SCE comments SECTION 6:PAYMENT A. Payment Terms: The Implementer Budget will utilize 100%time and material based payments ("T&M payments"). Payment of the Implementer's budget will be based on receipt by SCE of the deliverables set forth herein. T&M payments will be in accordance with the Billing Rates set forth in Table 1, below and Appendix C (Billing Schedule). All payments will be subject to the Contract and consistent with the budget breakdown set forth herein. Payment will be based on meeting deliverables and due dates set forth in Section 5 of this Statement of Work. B. Implementer Budget Limit: Under no event will Implementer exceed the total amount budgeted by SCE for this Contract of$625,000. Table 1: Implementer T&M Fully Burdened Dourly Billing Rate r � � �Futl'y burdened Hour y �, ate Ioyear Itn le�+�ntei�Jvb„Ft�rici<��i.�� ��a �� �IIT�nr, �• Y 41�of.,q ���ou�' f $200.00 I �ent�r Consultant � ��" 85.12 3% 1nv�rone�uT� ervie 104.73 20% FV Mangy event Atf .. gu 73.66 15% Y 168.91 3% ..!1.?l� tlefar Planner,. 115.8 5% 75.41 5% �,Cnerae "c r $113.33 3% FV�P±�rema� y. $70.66 5% Y5vw-uwmm66.45 25% �5 1er . ro eet; r... 77.5 7/o o E 80.68 3% H$ :General +rv�ces.11i�r:'. , �8. 1?ubl�c 4?Vorl�s,it�ret4 113.43 3% Southern California Edison Company Page: 16 IIB..Plannn„ 8�Bld I)ireetr 108.29 3% <WeItfed Ayes e TQnrI Rate $87 22 10tllo � 'fable 2: Implementer's Budget Breakdown Allowable Cost Item' f °l° $ 1)Administration 7 00% $43,750 2) Marketing/Outreach Costs 0.00% $0 3)Direct Program Costs 93.00% $581,250 Total Implementer Budget: 1)+2)+3) 100% $625 000 SECTION 7: PERFORMANCE INDICATORS SCE will, at a minimum, monitor the Work based on the following Program Performance Indicators: A. Progress made against the goals, deliverables, and due dates above; and B. Actual performance versus predicted performance as outlined herein. 4 See Appendix B for more information regarding Allowable Costs Southern California Edison Company Page: 17 Appendix A: Monthly Invoicing and Reporting Requirements A. Requirements Monthly hard copy invoices are required at the 15th Calendar Day of each Month for Work completed the preceding Month with invoicing supporting files described herein. These invoices and supporting documents are for Work performed by the Implementer and all Subcontractors. On November 15, 2012 or sooner, Implementer will submit a final invoice associated with Program services that are tied directly to delivery of the Program deliverables. No Work except that associated with preparing the Final Report (Task 8) and final invoice will be performed after October 15, 2012. Subsequent invoices will only contain expenses associated with closing out the Program (i.e., administration expenses, etc.) that are not directly tied to delivery of the Program goals. B. Procedures 1. Implementer uploads their Customer flat files into the IR Tool. The IR Tool creates a draft invoice for Implementer's review. 2. CPM reviews the draft invoice and advises the Implementer to re-submit their invoice if requested. Implementer is required to submit the following files to SCE by the 15th Calendar Day of each Month with each of their invoice submission: • Invoice—Hard Copy and electronic copy uploaded into the IR Tool; • Program Tracking Flat File—Uploaded electronically into the IR Tool; • Financial Flat File—Uploaded electronically into the IR Tool; • Monthly Narrative - Hard Copy with invoice submission; • Deliverable Table—Uploaded electronically. • Allowable Cost Table (see Appendix B)—Hard Copy with invoice submission; and • Supporting documentation—Uploaded electronically into the IR Tool. 3. Upon approval by CPM, the invoice is paid. C. Monthly Narrative The Monthly narrative will include a discussion on the following Program activities occurring during the Month: • Administrative activities; • Marketing activities; • Direct Implementation activities; Southern California Edison Company Page: 18 • Implementer's assessment of Program performance and Program status (is the Program on target, exceeding expectations, or falling short of expectations, etc.); • Discussion of changes in Program emphasis (new Program elements, less or more emphasis on a particular delivery strategy, Program elements discontinued, Measure discontinued, etc.); • Discussion of near term plans for Program over the coming Months (i.e., marketing and outreach efforts that are expected to significantly increase Program participation, etc.); • Changes to staffing and staff responsibilities, if any; • Changes to contacts, if any; • Changes to Subcontractors and Subcontractor responsibilities, if any; and • Number of Program complaints received. Southern California Edison Company Page: 19 Appendix B: Regulatory Reporting Requirements 1. Program Reporting Implementer will provide SCE with the requisite information on the prior Month's activities, accomplishments and expenditures related to its respective Work obligations, for purposes of preparing any reports required of SCE by the CPUC including Quarterly and Annual Reports. Requirements for these reports may change per the direction of the CPUC or the CPUC's Energy Division. The current reporting requirements are as follows: 2. Quarterly Report Implementer will provide SCE with the requisite information to be compiled for the quarterly portfolio reporting. 2.1. Expenditures for the Program per cost; Section 4, below contains a list of allowable costs. a. CPUC authorized budget b. Operating Budget c. Total Expenditures • Administrative Cost • Marketing/Advertising/Outreach Costs • Direct Implementation Cost 2.2. Program Narratives —For the Program, a description of the Program activities occurring during the quarter. a. Administrative activities b. Marketing activities c. Direct Implementation activities d. Implementer's assessment of Program performance and Program status (is the Program on target, exceeding expectations, or falling short of expectations, etc.) e. Discussion of changes in Program emphasis (new Program elements, less or more emphasis on a particular delivery strategy, Program elements discontinued, Measure discontinued, etc.) f. Discussion of near term plans for Program over the coming Months (i.e., marketing and outreach efforts that are expected to significantly increase Program participation, etc.) g. Changes to staffing and staff responsibilities, if any h. Changes to contacts, if any i. Changes to Subcontractors and Subcontractor responsibilities, if any j. Number of Program complaints received 2.3. Implementer will provide additional data or information as required by the CPUC. Southern California Edison Company Page: 20 3. Annual Reports Implementer will provide SCE with the requisite information to be compiled for the annually portfolio reporting. 3.1. Expenditures for the Program per cost; Section 4, below contains a list of allowable costs. a. CPUC authorized budget b. Operating Budget c. Total Expenditures • Administrative Cost • Marketing/Advertising/Outreach Costs • Direct Implementation Cost 3.2. Program Narratives —For the Program, a description of the Program activities occurring during the year. a. Administrative activities b. Marketing activities c. Direct Implementation activities d. Implementer's assessment of Program performance and Program status (is the Program on target, exceeding expectations, or falling short of expectations, etc.) e. Discussion of changes in Program emphasis (new Program elements, less or more emphasis on a particular delivery strategy, Program elements discontinued, etc.) f. Discussion of near term plans for Program over the coming Months (i.e., marketing and outreach efforts that are expected to significantly increase Program participation, etc.) g. Changes to staffing and staff responsibilities, if any h. Changes to contacts, if any i. Changes to Subcontractors and Subcontractor responsibilities, if any j. Number of Program complaints received 3.3. Implementer will provide additional data or information as required by the CPUC. Southern California Edison Company Page: 21 4. Allowable Costs Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work. The costs reported should be only for costs actually expended. Any financial commitments are to be categorized as commitments. If the reporting entity does not have a cost as listed on the cost reporting sheet,then no cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM. If there is a desire to include additional Allowable Cost elements, the CPM should be contacted in order to seek approval from the CPUC. 3/30/2006 Cost Categories Allowable Costs Administrative Cost Category Managerial and Clerical Labor Implementer Labor-Clerical Implementer Labor-Program Design Implementer Labor- Program Development Implementer Labor- Program Planning Implementer Labor- Program/Project Management Implementer Labor- Staff Management Implementer Labor- Staff Supervision Human Resource Support and Development Implementer Labor-Human Resources Implementer Labor- Staff Development and Training Implementer Benefits-Administrative Labor Implementer Benefits-Direct Implementation Labor Implementer Benefits-Marketing/Advertising/Outreach Labor Implementer Payroll Tax- Administrative Labor Implementer Payroll Tax- Direct Implementation Labor Implementer Payroll Tax- Marketing/Advertising/Outreach Labor Implementer Pension - Administrative Labor Implementer Pension-Direct Implementation Labor Implementer Pension-Marketing/Advertising/Outreach Labor Travel and Conference Fees Implementer-Conference Fees Implementer Labor-Conference Attendance Implementer-Travel --Airfare Implementer-Travel- Lodging Implementer- Travel- Meals Implementer-Travel -Mileage Implementer-Travel -Parkin Implementer-Travel -Per Diem for Misc. Expenses Overhead (General and Administrative)-Labor and Materials Implementer Equipment Communications Implementer Equipment Computing Implementer Equipment Document Reproduction Southern California Edison Company Page: 22 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work. The costs reported should be only for costs actually expended. Any financial commitments are to be categorized as commitments. If the reporting entity does not have a cost as listed on the cost reporting sheet,then no cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM. If there is a desire to include additional Allowable Cost elements,the CPM should be contacted in order to seek approval from the CPUC. 3/30/2006 Cost Categories Allowable Costs Implementer Equipment General Office Implementer Equipment Transportation Implementer Food Service Implementer Office Supplies Implementer Postage Implementer Labor-Accounting Support Implementer Labor-Accounts Payable Implementer Labor- Accounts Receivable Im lementer Labor- Facilities Maintenance Implementer Labor- Materials Management Implementer Labor-Procurement Implementer Labor- Shop Services Implementer Labor-Administrative Implementer Labor- Transportation Services Implementer Labor- Automated Systems Implementer Labor- Communications Implementer Labor- Information Technology Implementer Labor- Telecommunications Marketing/Advertising/Outreach Cost Category Implementer-Bill Inserts Implementer-Brochures Implementer-Door Hangers Implementer-Print Advertisements Implementer-Radio Spots Implementer-Television Spots Implementer- Website Development Implementer Labor- Marketin Implementer Labor-Media Production Implementer Labor-Business Outreach Implementer Labor-Customer Outreach Implementer Labor-Customer Relations Direct Implementation Cost Cate ory Financial Incentives to Customers Activity-Direct Labor Implementer Labor-Facilities Audits Implementer Labor- Curriculum Development Im lementer Labor-Customer Education and Training Implementer Labor- Customer Equipment Testing and Diagnostics Installation and Service-Labor Southern California Edison Company Page: 23 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work. The costs reported should be only for costs actually expended. Any financial commitments are to be categorized as commitments.If the reporting entity does not have a cost as listed on the cost reporting sheet, then no cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM. If there is a desire to include additional Allowable Cost elements, the CPM should be contacted in order to seek approval from the CPUC. 3/30/2006 Cost Categories Allowable Costs Implementer Labor-Customer Equipment Repair and Servicing Implementer Labor-Customer Equipment Repair and Servicing Direct Implementation Hardware and Materials Implementer-Direct Implementation Literature Implementer-Education Materials Implementer-Energy Measurement Tools Implementer-Installation Hardware Implementer-Audit Applications and Forms Rebate Processing and Inspection-Labor and Materials Implementer Labor-Field Verification Implementer Labor-Rebate Processing Implementer-Rebate Applications Southern California Edison Company Page: 24 a Appendix C: Billing Schedule ,_ i�. Tables and Appendix C-Partnerships OCC Appendix C-Billing Table Instructions Please fill in items in yellow. 2� Subcord[adtor �c�`ask Labor,;._-' ExpCrtSO,ala.,.fEzpe�e5 �cuSA :�. ram Rampyr� t di z,;. _ ,r - Included fn Tas[;�.thfotfgb Tesk 3� « - Emceed>Bud9e •,,,� >. a:%.� .w., - : ,`', .4 9lanoai 3 3 ,,x A.Establish Enterprise Energy Efficiency Management Information Systems(EEMIS) AA. Kickoff meeting with Los Angeles County and an understanding ofthe timeline $2,500 A.2. EEMIS/Utility Manager Assessment and Planning Report completed(including evaluation of Los $3,500 c, $500 _ $4,000 Angeles County EEMIS system)for review and comment by SCE;if Los Angeles County EEMIS g -- system is not adopted,provide rationale. -: A.3. I(Los Angeles County EEMIS is not adopted,develop,issue RFP;procure Utility -$43000' Manager/EEMIS System A.4. Create Program Management Plan(PMP)template • $12 000. .$1,000 •', A.S. Begin implementation of PMP for each Participating Municipality $400,000 3$d00900 A.S. Recruit and enroll participants in Utility Manager EEMIS from Participating Municipalities; $10,000 $7,000' "--;$41,000 customize PMP for each Participating Municipality , - A.7. Test network connectivity and functionality for facilities of each Participating Municipality $20,9D0 $20,000z A.B. Prepare Utility Manager/EEMIS Installation Report f-.,$15 000 ,$2.000- `$17 000 A-9. Hire interns to provide EEMIS software support f $23,500 -_.$4;000-_ i$27,500 A.10.Establish tool lending library $7 500 ;"`$5,000 A.11.Assess the value and benefits of the Program and report list of identified needs as they occur. $5,000 xy. $2,000 s,;.$7,000 A.12.Deliver Monthly reports from EEMIS system - $15,000. ;"'$2,000 a r.„ = t fkdeeq Budgetfy-• z' ... -.. .---- ;:'$106,0 $40A9AD. .3620.�0,.. 1`6fsk4a.glfi*te9fb Pfau Qoal S, A.Develop model Orange County comprehensive local government facilities policies and programs AA. Develop,issue and award RFP for professional services for reach"code development;report on $Z,000 $1,000 $3,000 Status of Consultant or Subcontractor to Su pport the Task t A,2. Submit Reach Code Assessment and Planning Report to SCE for review and comment € �$2000. '$1,900 $8,000 .,$11,000 A,3. Develop draft model comprehensive Orange County local government code and ordinance = $3 000 =$4,090 $8,000 "$12,000 amendments for SCE review and comment using information from EEMIS Task 2. A.4. Submit final model comprehensive Orange County local government code and ordinance - $3,000"' $1,000 $1,000 ••$5 000 amendments for SCE review and comment ' --- ' A.S. Submit draft model energy,maintenance and service level policies covering facilities under $3 009 $1,000 $8;000 ' $12,000 Management control for SCE review and comment ' A.6. De(iwr final model energy,maintenance and service level policies covering facilities under $3,000 $1 000 $5,000 $9,000- management control for SCE review and comment A.7- Customize polices for a minimum of four(4)member city's needs for presentation to Council $3,000,,;:;,- $4,000- ,$8 000 ,$12,000 and/or city executives for consideration to adopt comprehensive energy policies for local gowmment facilities A.B. Present customized policies to City Councils and other city executives;provide eftec[ive tlate of $10 000> $1,ODp,r $2,009 $13,000 new codes and ordinance,or reasons for rejection and alternative plans. A.9. Submit code to CEC for approval Under Section 10-106(WA under gowmment facilities) $0 50 $0 A.10.Deliver Monthly reports from tracking systems ._ $3 OOOr ,-$3,000 `Task 3 IN l0-Exceed 8Ud9et} ask4 fAotangandttepor}Ing lncl]dedi»Task2tj#toLghTask Task.4(Not-to-Fxceed 8tw5et) ---:.,�_... ._ . 00.., s Tasks R3Ynp-AtlWn and Shditlown PfngrdM s � y�� x v" �`F � Task r fi S?nik f !(#!I Tasks);`- .. °': A{I a 15&00Q $27 tM10v g484";�?tlA.... ';%f25,ODp„,<_ Notes _... _ _... ...._. _. _... ... ... _.. _. 1)'Labor:Consultant shall invoice SCE at the fixed hourly rates for the applicable labor categories stated in the Purchase Order for time spell directly engagedinperformance of the iWork by Consultant's employees.Such fixed hourly rates shall be inclusive of all of Consultant's overhead costs(including all taxes and insurance),administrative and general fees, _ and profit. '2);Fx penses All reimbursable expenses shall be authodzed by SCE in writing prior to the expenditure.Any expenses not so approved by SCE shall not be reimbursed. All expenses -shall be charged at cost,without mark-up,and shall be necessary,reasonable and ordinary. :a)Material Costs Material costs shall be substantiated with an invoice stating the unit pace,quantity,and other information as required to identify the Work. _ 'b)Subcontract Labor Coos: Subcontracted Work shall be charged at the hourly rates actually paid by Consultant,not to exceed the hourly rates set forth in the Purchase Order for Work by the Consultant.Consultant shall provide Subcontractor invoices for any Consultant invoice that includes Subcontractor costs. 'c)Oul Pocket expenses Miscellaneous costs such as telephone communications,routine copying,electronic mail,facsimiles,computer time and in-house technical software 'd)Travel Costs:Approved air trawl costs shall in no case exceed economy or coach fare,whichever is reasonably available.Automobile trawl from Consultant's office to the Jobsite and to SCE's general offices shall be paid at the fixed mileage rate stated in the Purchase Order,or if not stated,nt SCF's rate for SCE employees. '3) Budget Changes: Changes in the Not-to-Exceed Budgets(highlighted in grey)require a Contract change order.All other changes in the Budget require written authonzation from the CPM '4) Budget Changes: Changes in the Budget for all other Tasks require written authorization from the CPM. Southern California Edison Company ATTAC H M E N T #2 SOUTHERN CALIFORNIA EDISON CALIFORNIA ENERGY EFFICIENCY STRATEGIC PLAN IMPLEMENTATION CONTRACT Huntington Beach Strategic Planning Activities Phase 2 THIS CONTRACT FOR SERVICES ("Contract") is by and between SOUTHERN CALIFORNIA EDISON ("SCE")- and City of Huntington Beach ("Implementer"), which Contract shall be effective as of ("Effective Date"). SCE and Implementer may be referred to herein individually as a "Party" and collectively as the "Parties. WHEREAS, on October 1, 2009 in Decision 09-09-47, the California Public Utilities Commission ("Commission") authorized certain energy efficiency programs, including the Energy Leader Partnership Program for the 2010-12 program cycle; WHEREAS, in Decision 09-09-047, the Commission further authorized SCE to conduct a solicitation for certain energy efficiency strategic planning activities in connection with, and to support, its approved Energy Leader Partnership Programs and local governments generally; WHEREAS, SCE has selected the Implementer to implement the Huntington Beach Strategic Planning Activities Phase 2 (referred to hereinafter as the "Program"), promoting long-term energy efficiency and climate action activities; WHEREAS, the Implementer shall implement the Program for the benefit of the City of Huntington Beach and their constituents along with such other governmental jurisdictions and their constituents as may be determined by the Parties; 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; and NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1.0 DEFINITIONS: 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 import refer to this Contract as a whole, including all exhibits or other attachments to this Contract, as the same may from time to time be amended or supplemented, and not to any particular subdivision contained in this Contract, 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. Business Day: The period from one midnight to the following midnight, excluding Saturdays, Sundays, and holidays. 1.2. Calendar Day: The period from one midnight to the following midnight, including Saturdays, Sundays, and holidays. Unless otherwise specified, all days in this Contract are Calendar Days. 1.3. Contract: This document issued by SCE to Implementer, as may be amended in writing as provided herein, which authorizes the Work, states the terms and conditions, and incorporates by reference the Statement of Work and any other referenced documents, if applicable, all of which form the agreement (Contract) between the Parties, with the following ' priority in the event of conflicting provisions: Amendments, from the most recent to the earliest; the Statement of Work; this Contract; and any other referenced documents. 1.4. Energy Efficiency Measure (or Measure): As used in the Commission's Energy Efficiency Policy Manual, Version 4, August 2008. 1.5. EM&V: Evaluation, Measurement and Verification of the Program pursuant to Commission requirements. 1.6. Implementer Budget: The approved maximum budget for funding the performance by Implementer of the Program, as set forth in the Statement of Work attached hereto as Exhibit A. 1.7. Incentive: As used in the Commission's Energy Efficiency Policy Manual, Version 4, August 2008. I.S. Jobsite: An SCE facility or designated third party property at or for which the Work is performed. 1.9. Participating Municipality: The City of Huntington Beach, along with those jurisdictions or member cities that: (i) are located in SCE's service territory; and (ii) have been selected by SCE and Implementer to participate in the Huntington Beach Strategic Planning Activities Phase 2 as set forth in the Statement of Work attached hereto as Exhibit A, or as mutually agreed by Implementer and SCE. 1.10. Program: The Huntington Beach Strategic Planning Activities Phase 2 program. 1.11. Public Goods Charge (PGC): The funds which make up the Implementer 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. 1.12. Statement of Work (SOW): A statement of the tasks to be performed by the Implementer, commercial terms including the Implementer Budget, reporting requirements and other necessary information, as set forth in Exhibit A and incorporated herein as part of this Contract, as such SOW may be modified from time to time as provided herein. 1.13. Subcontractor: An entity contracting directly or indirectly with a Party, or any Subcontractor thereof, to furnish services or materials as part of or directly related to such Party's Work obligations. 1.14. Work: The work authorized by SCE for the Program as set forth in this Contract and as more fully described in the SOW attached hereto as Exhibit A. 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 Contract is to authorize the expenditure of PGC funds to Implementer for services performed pursuant to the terms of this Contract and to set forth the terms and conditions under which the Program will be implemented. The work authorized pursuant to this Contract is not to be performed for profit. The Program was designed in furtherance of California's Long-Term Energy Efficiency Strategic Plan adopted by the Commission in 2008 ("Strategic Plan"). The Strategic Plan was formulated and developed through a collaborative effort among key stakeholders, including local governments, SCE and other California investor-owned utilities, and the Commission's Energy Division, and provides a strategic menu list of options that local governments can address during the 2010-2012 program cycle. The goal of the strategic plan menu is to present activities centered on energy efficiency and to address the "Big, Bold" strategies found in the Strategic Plan. The strategies are designed to embed and institutionalize energy efficiency in policies, programs, and processes within local governments. 3. AUTHORIZED WORK 3.1. Scope. The Work authorized under this Contract is set forth in the Statement of Work (Exhibit A hereto) and shall be performed pursuant to the terms of this Contract. 3.2. Goals and Objectives. The Program is designed to meet the specific goals, objectives and milestones within the schedule and budget set forth in the Statement of Work (Exhibit A hereto). 4. OBLIGATIONS OF PARTIES 4.1. General Obligations of Implementer. 4.1.1. Implementer will appoint a Program representative ("Implementer Representative") who will be the primary contact between SCE and Implementer, and who will be authorized to act on behalf of Implementer in carrying out its obligations under this Contract. Such appointment shall be communicated in writing to SCE's designated Contract Program Manager within ten (10) Business Days following execution of this Contract. 4.1.2. Implementer shall be responsible for achieving the goals and objectives and producing the deliverables as set forth in the Statement of Work. 4.1.3. Implementer shall perform its Work obligations within the Implementer Budget and in conformance with the schedule associated with such Work as set forth in the Statement of Work, and shall furnish the required labor, equipment and material with the degree of skill, care and professionalism that is required by current professional standards. 4.1.4. Implementer shall be primarily responsible for coordinating the preparation of all Program-related documents, including all required reporting of Implementer pursuant to Section 9, and any such other reporting as may be requested by SCE. Implementer shall obtain the approval of SCE prior to usage of any SCE Program documents or other energy efficiency program documents or materials offered by SCE. 4.1.5. Upon reasonable request, Implementer shall submit to SCE all contracts, agreements or other requested documents with Implementer's Subcontractors performing Work for the Program. 4.2. General Obligations of SCE. 4.2.1. SCE will appoint a Program representative ("SCE Representative" or "Contract Program Manager" ("CPM")) who will be the primary contact between SCE and Implementer, and who will be authorized to act on behalf of SCE in carrying out SCE's obligations under this Contract. 4.2.2. SCE shall administer the PGC funds authorized by the Commission for the Program in accordance with this Contract. 5. MARKETING 5.1. Marketing Materials. Implementer shall obtain the approval of SCE when developing Program marketing materials and prior to distribution, publication, circulation, or dissemination in any way to the public by Implementer or by a Participating Municipality. In addition, all advertising, marketing or otherwise printed or reproduced material (including website material) used to implement, refer to or is in anyway related to the Program must contain the respective name and logo of SCE and, at a minimum, the following language.- "This Program is funded by California utility ratepayers and administered by Southern California Edison under the a uspices of the California Public Utilities Commission." 5.2. Outreach. Implementer shall obtain the approval of SCE prior to implementation by Implementer or a Participating Municipality, of any public outreach activities or campaigns for the Program (exhibits, displays, public presentations, canvassing, etc.), and any marketing materials used in connection with such outreach activity shall comply with all requirements of Section 6 of this Contract. 5.3. Use of SCE Name. Implementer 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. Implementer shall allow five (5) Business Days for SCE review and approval. If Implementer has not received a response from SCE within the five (5) Business Day period, then it shall be deemed that SCE has disapproved such use. 5.4. 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 Commission staff. In order to obtain this written approval, SCE must send a copy of the planned materials to the Commission requesting approval to use, the Commission's 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." 6. CONTROL OF WORK 6.1 Compliance with Work Schedule: Implementer shall perform the Work in compliance with the Work schedule set forth in the Statement of Work. If performance of the Work Jincluding any task, or achievement of any goals or objectives outlined in the Statement of Work) is delayed beyond the schedule for any reason, or if Implementer is aware that such Work will be delayed for any reason, Implementer shall notify the SCE Representative within thirty (30) Business Days in writing. SCE may, in its sole discretion, accept the delay, reduce the Work and Implementer Budget accordingly, or terminate the Contract, within thirty (30) Business Days following receipt of such written notice of delay from Implementer. Failure of Implementer to notify SCE in writing of such delay in the Work schedule within thirty (30) Business Days shall constitute a breach of this Contract and SCE may exercise any of the remedies set forth in this Section or in Section 23. 6.2 Changes to Work: 6.2.1 Changes. SCE may at any time make changes to the Work including additions, reductions, and changes to any or all of the Work, as directed in writing by the SCE Representative. Such changes may be made with a Change Order. The Implementer Budget and Work schedule shall be equitably adjusted, if required, to account for such changes and shall be set forth in a Change Order. 6.2.2 SCE Authority To Shift Funds Or Modify: SCE, in its sole discretion, may reallocate funds among the programs in its energy efficiency portfolio, or modify in anyway the program, funding or Work. In the event that SCE elects to change or modify the funding, program or Work, Implementer shall be notified in writing and if applicable by a Change Order to this Contract. Such Change Order will specify any changes to the Implementer's Scope of Work and may increase, decrease, or terminate overall program funding. 6.3 Stop Work Procedures: SCE may suspend Implementer's Work at any time upon notice to Implementer for convenience or for cause, including, without limitation, program funding, program implementation or management, safety concerns, fraud or complaints. Implementer shall stop performing the Work immediately upon receipt of such notice. Implementer shall resume the Work only upon receiving written notice from SCE that it may do so. . 6.4 Key Personnel: Implementer shall deliver to SCE a list of Implementer's key personnel prior to commencing the Work. Any change to Implementer's key personnel shall be pre-approved by SCE; provided, however, that an unplanned personnel change shall be reported to the SCE Representative immediately. The Implementer shall designate a person that shall coordinate all Work and communicate regularly for the Implementer with the SCE Representative. Implementer shall promptly replace any key personnel if requested by the SCE Representative, provided however, that this provision does not in any way require, endorse or approve (expressed or implied) the termination of employment by the Implementer of any employee replaced under the terms of this paragraph. 6.5 Subcontractors: Any Work subcontracted by Implementer shall be identified as such in the Contract and any Work subcontracted to an Implementer's affiliated entity shall be similarly specifically identified. For any subcontracted Work, the prior written approval of the SCE Representative shall be required for each Subcontractor, the activities to be performed, and the related charges. Implementer shall at all times be responsible for the Work, and for the acts and omissions of Subcontractors and persons directly or indirectly employed by them. Implementer shall be solely responsible and liable for ensuring that the terms and conditions of all subcontracts are in accordance with this Contract, including but not limited to all invoicing requirements. Any review or approval by SCE of a Subcontractor or a subcontract shall not relieve Implementer of its obligations hereunder. 6.6 Additional Instructions: If Implementer receives any verbal or written instructions for performance of Work from SCE personnel other than the SCE Representative, Implementer shall promptly reconfirm such instructions with the SCE Representative and request that a corresponding Change Order be issued as necessary. 6.7 Emergencies: In an emergency endangering life or property, Implementer shall: a) perform Work or such other services or work as is necessary to meet the emergency; and b) immediately notify SCE. 6.8 Drafts: Draft copies of required reports shall be submitted to the SCE Representative for review for contractual compliance, satisfaction of SCE needs and good professional practices, comments, and approval, prior to the due date of such reports. 6.9 Inspection: SCE authorized representatives shall have the right of access to and inspection of Implementer's facilities and/or locations at reasonable times during regular business hours regarding performance of the Work. 6.10 Uncontrollable Forces: Implementer shall not be liable for delay in the Work Schedule or inability to perform the Work due to any cause beyond its reasonable control, such as strike, flood, fire, lightning, epidemic, quarantine restriction, war, sabotage, act of a public enemy, earthquake, or critical material unavailability; provided that Implementer promptly notifies SCE in writing of the nature, cause, date of commencement, and expected impact of the event and has exercised due diligence in proceeding to meet the Work Schedule. SCE shall extend the Work Schedule for an equitable period due to such causes without any change in the Contract price. 7. FITNESS FOR DUTY/JOBSITE ACCESS REQUIREMENTS 7.1 Fitness for Duty: 7.1.1 Implementer and its Subcontractor personnel on a Jobsite: (i) Shall report for work in a manner fit to do their job; (ii) Shall not be under the influence of or in possession of any alcoholic beverages or of any controlled substance (except a controlled substance as prescribed by a physician for such person so long as the performance or safety of the Work is not affected thereby); and (iii) Shall not have been convicted of any serious criminal offense which, by its nature, may have a discernible adverse impact on the business or reputation of SCE. 7.11.2 Inspection: Searches by SCE authorized representatives may be made of lockers, storage areas, vehicles, persons or personal effects on SCE owned, or leased property at various times without prior announcement. Such facility inspections may be conducted using detection dog teams to search work areas and other common areas in order to detect evidence of unlawful drug use or the presence of pyrotechnics, explosives, firearms, weapons, or facsimiles thereof, alcoholic beverages and illegal drugs ("Prohibited Items"). Prohibited Items must not be brought onto, or kept on, SCE property. 7.1.3 Compliance: Implementer shall advise its employees of the requirement of this Section 7.1 ("Fitness for Duty Requirements") before they enter on the Jobsite and shall immediately remove from the Jobsite any employee determined to be in violation of these requirements. Implementer shall impose these requirements on its Subcontractors. SCE may cancel the Contract if Implementer violates these Fitness for Duty Requirements. 7.2. JOBSITE ACCESS REQUIREMENTS 7.2.1 Notification of Convictions: During application for Jobsite access, and/or during the Work, Implementer shall immediately notify SCE whenever Implementer becomes aware of evidence that any Implementer's or its Subcontractors' employee, who has, or will have, Jobsite access, has been convicted of a serious criminal offense. 7.2.2 Visitor Badge Requirement: All visitors to a particular Jobsite must comply with that Jobsite's visitor access requirements. 7.3. Sexual Harassment: SCE supports a diverse work force and prohibits unlawful employment discrimination and harassment of every kind, including sexual harassment, in accordance with state and federal laws. Whenever present on SCE property or facilities, Implementer shall require its employees, Subcontractors, agents to comply with all applicable federal and state statutes, acts, regulations, codes and standards prohibiting conduct that might reasonably be construed as violating state or federal equal opportunity laws, including conduct such as making sexually suggestive jokes or remarks, touching, assaulting, making gestures of a sexual or suggestive nature, and impeding or blocking any SCE employee's, subcontractor's or agent's movement. 8. DOUBLE DIPPING PROHIBITED If, in performing its respective Work obligations, Implementer engages contractors or vendors who provide incentives or services to SCE customers, Implementer shall take all appropriate steps to minimize double-dipping. As applicable: 8.1. Prior to providing incentives or services to any eligible customer, Implementer shall require its Subcontractors to 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 Contract. 8.2. No Party shall knowingly provide an incentive to a Participating Municipality, or make payment to a Subcontractor, who is receiving compensation for the same product or service either through another ratepayer funded program, or through any other funding source. 9. REPORTING/EM&V 9.1. Reporting. The Parties shall implement all reporting requirements set forth in the Statement of Work, including Appendix A and B of the Statement of Work. The reporting requirements set forth in such Appendix B will be amended when issued by the Commission for the 2010-2012 Program cycle, and may be amended from time to time thereafter at the discretion of the Commission. Upon issuance by the Commission of revised reporting requirements for 2010-12 related to the Program, such Commission-approved reporting requirements shall replace the reporting requirements set forth in Appendix B of the Statement of Work in their entirety upon written notice to the Implementer, which notice shall include a copy of the revised Appendix B. 9.2. EM&V. The evaluators will be asked to prepare a Program logic model based upon the written proposal and on interviews with the Implementer. Research issues will be defined in collaboration with SCE program managers and may include questions such as: How well were program activities documented? How effectively was the proposed plan implemented? What could be done to improve the plan's effectiveness? Who are the decision-makers, and what information did they use to make their decisions? 10. PAYMENTS/COMMERCIAL TERMS 10.1. Implementer Budget. The Implementer Budget is set forth in the Statement of Work. Implementer shall not be entitled to compensation in excess of the Implementer Budget without a Change Order issued and signed by SCE. 10.2. Time and Material Basis. All Work will be performed on a time and material basis and subject to the following general provisions: 10.2.1. General Provisions. a. All charges shall be directly identifiable to, and required for the Work. b. Any charges for overtime shall require the prior written approval of the SCE Representative. Overtime rates shall be authorized and charged only for non-exempt personnel. C. Implementer shall complete the Work within the amount authorized by the Contract and in accordance with the Work Schedule. Implementer shall notify SCE's procurement agent responsible for the Contract and the SCE Representative at such time that it becomes reasonably apparent that the forecasted cumulative charges will exceed any amounts authorized by the Contract (whether by task, total amount of Contract, or both). Implementer shall not proceed with or be reimbursed for any Work performed, either beyond the effective period of the Contract, or exceeding the authorized amounts of the Contract, without a Change Order. 10.2.2 Labor Related Costs Under Time and Material Basis. Implementer shall invoice SCE at the fixed hourly rates for the applicable labor categories stated in the Contract for time spent directly engaged in performance of the Work by Implementer's employees. Such fixed hourly rates shall be inclusive of all of Implementer's overhead costs (including all taxes and insurance), administrative and general fees, and profit. 10.2.3 Invoices. Implementer shall submit monthly invoices for the costs incurred in the prior month and shall include a cost breakdown for each task identified in the Statement of Work. Each invoice shall include 10.2.3.1 Status a. SCE's Contract number. b. Task Description. c. Cost incurred to date. d. Current monthly amount invoiced. e. Cumulative amount invoiced to date. f. Current monthly and cumulative amounts authorized, and justification for all variances between amounts authorized and incurred or invoiced. g. Statement of deliverables for the period. 10.2.3.2 Labor a. Dates worked. b. Personnel name, work hours and classification. c. Personnel Fixed rate. d. Description of Work performed by task. e. Completion of Appendix"C" of the Statement of Work. 10.2.3.3 Reimbursable expenses (pre-approved by SCE) a. Material costs. b. Subcontract costs. c. Out-of-Pocket expenses. d. Travel costs. 10.2.4 Expenses. All reimbursable expenses shall be authorized by SCE in writing rior to the expenditure. Any expenses not so approved by SCE shall not be reimbursed. All expenses shall be charged at cost, without mark-up, and shall be necessary, reasonable and ordinary. 10.2.4.1 Material Costs. Material costs shall be substantiated with an invoice stating the unit price, quantity, and other information as required to identify the Work. 10.2.4.2 Subcontract Costs. Subcontracted Work shall be charged at the rates actually paid by Implementer, not to exceed the rates set forth in the Contract for Work by the Implementer. Implementer shall provide Subcontractor invoices for any Implementer invoice that includes Subcontractor costs. 10.2.4.3 Out-of-Pocket expenses. Miscellaneous costs such as telephone communications, routine copying, electronic mail, facsimiles, computer time and in-house technical software are deemed to be included in Implementer's overhead costs will not be reimbursed. 10.2.4.4 Travel Costs. Approved air travel costs shall in no case exceed economy or coach fare, whichever is reasonably available. Automobile travel from Implementer's office to the Jobsite and to SCE's general offices shall be paid at the fixed mileage rate stated in the Contract, or if not stated, at SCE's rate for SCE employees. 10.2.5 Final Invoice. The final invoice shall be marked "FINAL" and must be received by SCE within sixty (60) calendar days after completion of the Work. SCE shall not be liable for payment of any late invoices that are received by SCE beyond the 60 days. 10.2.6 Invoice Deficiencies. In the event SCE determines that Implementer's (or any of its subcontractors) invoices do not meet the invoicing requirements of the Contract, SCE will notify Implementer of the deficiencies and Implementer shall correct such deficiencies promptly. 10.2.7 Payment by SCE. SCE shall pay each correct invoice, submitted in accordance with the terms of the Contract, within thirty (30) days of SCE's receipt of the correct invoice in SCE's Accounts Payable Division. 10.2.8 Records. Implementer shall maintain, for a period of five (5) years after final payment, complete accounting records (and supporting documentation) of all invoiced costs. SCE reserves the right to audit, and copy any applicable documents related to the Work hours, all costs and expenses invoiced, and task completion records. Each invoice shall list the number of the Contract covered by such invoice. 11. COMPLIANCE WITH LAW; PERMITS, STATUTES AND CODES 11.1. The Implementer shall comply with, and shall ensure that the Work 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. 11.2. Implementer shall conform to the applicable employment practices requirements of (Presidential) Executive Order 11246 of September 24, 1965, as amended, and applicable regulations promulgated thereunder. 11.3 Implementer Policy for Web Accessibility. If an Implementer currently hosts and manages a web site, on behalf of SCE, that contains public, customer-facing pages, content and/or transactions that is not already web accessible and compliant with Web Content Accessibility Guidelines version 2.0, Level AA (WCAG 2.0, Level AA), the Implementer must make updates to the web site pages, content and/or transactions to meet web accessibility compliance, unless Implementer is not required by law to comply. As such, Implementers who plan to or currently host and maintain web sites that include web pages, content and/or transactions for SCE shall agree to the following terms regarding current and/or planned web sites unless Implementer is not required to do so by law: 11.3.1 All public facing web pages, transactions and content, including multimedia and interactive content and forms targeted for SCE customers, shall be made web accessible and meet the standards defined in WCAG 2.0, Level AA. Multi-media and interactive content within the scope of these terms include, and are not limited to, image files, video files, audio files, Flash movies and applications, Flex applications, Silverlight applications, functionality developed with AJAX and/or any other interactive technology not otherwise specified but utilized to serve up information and/or transactions on the web. 11.3.2 Attachments that are posted on a web page for download must also be made web accessible. Attachments include, and are not limited to, Adobe Acrobat PDF files, Microsoft Office files, or any other type of file intended for a customer to download and review offline. An exception may be allowed only if the content contained within the download is already offered on.the web site in a web accessible format, and the downloadable attachment is duplicative to the content or transaction displayed on web pages. Such exceptions must be documented and requested by the Implementer, agreed upon by both Implementer and SCE, and granted by SCE prior to declaring any attachment exempt from web accessibility compliance. 11.3.3 Implementers must include compliance with WCAG 2.0, Level AA guidelines as part of the base system requirements for any work completed for SCE. Implementers are responsible for testing proposed web pages, content and/or transactions, and confirming compliance with WCAG 2.0 Level AA guidelines. Proof of testing may be documented in the form of test plans, test scripts, test results, and/or web accessibility audits (performed by the Implementer itself or an external party). SCE may, at any time, request for such documentation to confirm that testing was completed and that the published web page, content and/or transaction satisfies web accessibility compliance with WCAG 2.0, Level AA. 11.3.4 Upon deployment (i.e. publication for external consumption) of web accessible pages, content and/or transactions, Implementer must, to the best of its abilities, maintain compliance with WCAG 2.0, Level AA for as long as the web pages, content and/or transactions are made publicly available on the third-party hosted web site: 11.3.4.1 If Implementer must edit, enhance, modify, or update web pages, content and/or transactions, Implementer agrees to (re- )test for web accessibility compliance, and document test results to prove that said content continues to maintain web accessibility compliance. SCE may, at any time, request for such documentation to confirm that testing was completed and that the published web page, content and/or transaction satisfies web accessibility compliance with WCAG 2.0, Level AA. 11.3.4.2 On a periodic basis, SCE may perform audits on the third- party hosted site to assess web accessibility compliance. Audits may be completed by manual evaluation or through the use of an automated testing tool. If SCE identifies any content that was previously communicated as being compliant but is subsequently found to be in violation, 1) SCE will identify, in writing, the specific web page, content or transaction form where the violation is found, the specific WCAG 2.0, Level AA guideline that has been violated, and what the specific violation is determined to be; 2) Implementer agrees to correct the item(s) in violation on its own accord, with no cost impact to SCE, in a timeframe that both SCE and Implementer agree to, not to exceed 30 calendar days. 11.3.4.3 SCE requires an annual web accessibility audit of SCE's web properties by an independent auditor. Any part or all pages of a third-party hosted web site may be included in the annual audit. If the independent auditor identifies any web page, content or transaction that was previously communicated as being compliant but is subsequently found to be in violation, 1) Auditor will identify, in writing, the specific web page content or transaction form where the violation is found, the specific WCAG 2.0, Level AA guideline that has been violated, and what the specific violation is determined to be; 2) SCE shall provide Implementer with audit report, 3) Implementer agrees to correct the item(s) in violation on its own accord, with no cost impact to SCE, in a timeframe that both SCE and Implementer agree to, not to exceed 30 calendar days. 11.3.5 If an existing third-party hosted web site utilizes a commercial off- the-shelf third-party software package to deliver any type of functionality that is customer-facing, the Implementer must work with the software manufacturer to determine whether the software produces web-accessible pages, content and/or transactions. 11.3.5.1 If the software manufacturer is unable to provide a product that produces web pages, content and/or transactions that meet WCAG 2.0, Level AA guidelines, the Implementer shall request the software manufacturer to produce such limitations in writing (i.e. in the form of product specifications, formal response from software manufacturer's technical support) and subsequently provide such documentation to SCE. 11.3.5.2 If the software manufacturer is unable to provide a product that produces web pages, content and/or transactions that meet WCAG 2.0, Level AA guidelines, the Implementer agrees to pursue, in good faith, an alternate product that can provide equivalent functionality and satisfy WCAG 2.0, Level AA web accessibility compliance requirements. 11.3.6 If an Implementer plans to utilize a commercial off-the-shelf third- party software package to deliver any type of functionality that is customer-facing for a future web site, the Implementer agrees to pursue, in good faith, a product that can meet the desired business functionality requirements and WCAG 2.0, Level AA web accessibility compliance requirements. 11.3.6.1 If the Implementer is unable to locate a product that meets both business functionality requirements and web accessibility compliance requirements, the Implementer must communicate such limitations, in writing, and justify the software selection choice. Implementer shall also request the software manufacturer of desired product to produce such limitations in writing (i.e. in the form of product specifications, formal response from software manufacturer's technical support) and subsequently provide such documentation to SCE. SCE shall reserve final decision-making authority to approve the usage of such software to deliver desired business functionality.] 12. INDEMNITY/CONSEQUENTIAL DAMAGES 12.1. Indemnity. Implementer 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) any act or omission of Implementer, its Subcontractors, or any of their respective employees, officers and agents, relating to this Contract, or (b) Implementer's breach of this Contract or of any representation or warranty of Implementer contained in this Contract. 12.2. NO CONSEQUENTIAL DAMAGES. NEITHER 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 OF 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 WORK OR TERMINATION OF THIS CONTRACT. 13. DEVELOPMENTS/PROPRIETARY RIGHTS 13.1. Ownership. The Parties acknowledge and agree that SCE, on behalf of its customers, shall own all deliverables, 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, intellectual property, inventions and trade secrets and all deliverables produced in the performance of this Contract, whether proprietary or non-proprietary; provided, however, that Developments do not include equipment or infrastructure purchased for research, development, education or demonstration related to energy efficiency. Although Implementer shall retain no ownership, interest, or title in the Developments except as may otherwise be provided in this Contract, it will have a permanent, royalty free, non-exclusive license to use such Developments. 13.2. Risk of Loss. Implementer shall have risk of loss of or damage to the undelivered Developments until completion of the Work. 13.3. Infringement. 13.3.1. Implementer represents and warrants that the Work performed by Implementer and/or its Subcontractors 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. 13.3.2. Implementer shall defend, indemnify and hold harmless, SCE, its officers, agents, employees, successors and assigns from and against any and all liability, damages, losses, claims, demands, actions, causes of action, and costs including reasonable attorney's fees and expenses arising out of any claim, demand, or charge that use of the Work or Developments infringe upon any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights. 14. INSURANCE 14.1. Implementer will maintain, and shall require its Subcontractors to maintain, the following insurance coverage or self insurance coverage, at all times during the term of this Contract, with companies having an A.M. Best rating of "A-, VII" or better, or equivalent: 14.1.1. Workers' Compensation: statutory minimum. 14.1.2.Employer's Liability coverage: $1 million minimum. 14.1.3. Commercial General Liability: $2 million minimum per occurrence/$4 million minimum aggregate. Such insurances shall acknowledge SCE, its officers, agents and employees as additional insureds, be primary for all purposes, contain standard cross- liability or severability of interest provisions, and waive all rights of subrogation against SCE its officers, agents, employees and other contractors or Subcontractors. 14.1.4. Commercial or Business Auto: $1 million minimum. Such insurance shall acknowledge SCE, its officers, agents and employees as additional insureds and be primary for all purposes. 14.1.5.Professional Liability (if applicable): $1 million minimum. 14.2. Evidence of Insurance. Upon request at any time during the term of this Contract, Implementer shall provide evidence that its insurance policies and the insurance policies of any Subcontractor, as provided in this Section are in full force and effect, and provide the coverage and limits of insurance that Implementer has represented and warranted herein to maintain at all times during the term of this Contract. 14.3. Self-Insurance. If Implementer is self-insured, it shall upon request forward documentation to SCE that demonstrates to SCE's satisfaction that Implementer self-insures as a matter of normal business practice before commencing the Work. SCE will accept reasonable proof of self-insurance comparable to the above requirements. 14.4. Notice of Claims. Implementer shall immediately report to SCE, and promptly thereafter confirm in writing, the occurrence of any injury, loss or damage incurred by Implementer or its Subcontractors or their receipt of notice or knowledge of any claim by a third party of any occurrence that might give rise to such a claim. 14.5. Insurance Indemnification. If Implementer fails to comply with any of the provisions of this Section, "INSURANCE", or any insurance requirements in the Contract, Implementer shall, at its own cost, defend, indemnify, and hold harmless SCE, its affiliates and their officers, directors, agents, employees, assigns, and successors in interest, from and against any and all liability, damages, losses, claims, demands, actions, causes of action, costs, including attorney's fees and expenses, or any of them, arising out of or in connection with the performance or non-performance of the Work by Implementer or any Subcontractor, or their officers, directors, employees or agents to the extent that SCE would have been protected had Implementer complied with all of the provisions of this Section. 15. CUSTOMER CONFIDENTIALITY REQUIREMENTS 15.1. Non-Disclosure. Implementer, its employees, agents and Subcontractors shall not disclose any Confidential Customer Information (defined below) to any third party during the term of this Contract or after its completion, without Implementer having obtained the prior written consent of SCE, except as provided by law, lawful court order or subpoena and provided Implementer gives SCE advance written notice of such order or subpoena. Notwithstanding any other provisions in the Contract, Implementer's nondisclosure obligations with respect to SCE Confidential Customer Information shall survive any expiration or termination of the Contract in perpetuity. 15.2. 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 Implementer is uncertain whether any information should be considered Confidential Customer Information, Implementer shall contact SCE prior to disclosing the customer information. 15.3. Non-Disclosure Agreement. Prior to any approved disclosure of Confidential Customer Information, SCE may require Implementer to enter into a nondisclosure agreement. 15.4. Commission Proceedings. This provision does not prohibit Implementer from disclosing non-confidential information concerning the Work to the Commission in any Commission proceeding, or any Commission-sanctioned meeting or proceeding or other public forum. 15.5. Return of Confidential Information. Confidential Customer Information (including all copies, backups and abstracts thereof) provided to Implementer by SCE, and any and all documents and materials containing such Confidential Customer Information or produced by Implementer based on such Confidential Customer Information (including all copies, backups and abstracts thereof), during the performance of this Contract shall be returned upon written request by SCE. 15.6. 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 15 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 15 by Implementer, SCE shall be entitled to seek and obtain an injunction preventing such breach, without the necessity of proving damages or posting any bond. Any such relief shall be in addition to, and not in lieu of, money damages or any other available legal or equitable remedy. 16. SECURITY INCIDENT PROVISIONS 16.1. SCE Personal Information. 16.1.1. Definition. SCE Personal Information is defined as any information in the possession or under the control of SCE or any of its affiliates, or that is furnished or made available by SCE or any of its affiliates to Implementer, that identifies, relates to, describes, or is capable of being associated with, any particular individual (whether SCE employee, customer, or otherwise), including, but not limited to, his or her name, signature, social security number, physical characteristics or description, address, telephone number, passport number, driver's license or state identification card number, insurance policy number, medical information or health insurance information, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information. 16.2. Nondisclosure of SCE Personal Information. Implementer, its employees, agents and Subcontractors shall not disclose any SCE Personal Information (defined above) to any third party during the term of this Contract or after its completion, without Implementer having obtained the prior written consent of SCE, except as provided by law, lawful court order or subpoena and provided Implementer gives SCE advance written notice of such order or subpoena. 16.2.1. Notwithstanding any other provision in the Contract or Contract, Implementer's nondisclosure obligations with respect to SCE Personal Information shall survive any expiration or termination of the Contract in perpetuity. Upon the expiration or termination of the Contract, or at any time upon request of SCE, all SCE Personal Information in any medium, including all copies or parts thereof, shall be returned to SCE or destroyed, except that Implementer may retain one copy of any materials prepared by Implementer containing or reflecting SCE Personal Information if necessary for compliance with its internal record-keeping or quality assurance requirements only. If destroyed, such destruction shall be certified in writing by Implementer. 16.3. Security Incidents. This section shall apply only to the extent Implementer is in possession or control of SCE Personal Information or SCE Confidential Customer Information. 16.2.1 Security Incident Response Plan. Implementer shall develop, implement and maintain a written plan and process for preventing, detecting, identifying, reporting, tracking and remediating Security Incidents ("Security Incident Response Plan" or "SIRP"). A Security Incident shall mean an event or set of circumstances that results in a reasonable expectation of a compromise of the security, confidentiality or integrity of SCE data or information under the Implementer's control. Examples of Security Incidents include are but not limited to: (i) Security breaches to Implementer's network perimeter or to internal applications resulting in potential compromise of SCE data or information. (ii) Loss of physical devices or media, e.g., laptops, portable media, paper files, etc., containing SCE data. (III) Lapses in, or degradation of, Implementer's security controls, methods, processes or procedures. (iv) The unauthorized disclosure of SCE data or information. (v) Any and all incidents adversely affecting SCE's or its affiliates', as the case may be, information assets. 16.2.2 SIRP General Requirements. Implementer's SIRP will include Security Incident handling and response procedures, specific contacts in an event of a Security Incident, the contacts' roles and responsibilities, and their plans to notify SCE or its affiliates, as the case may be, concerning the Security Incident. The SIRP must be based on and meet all requirements of the following: 16.2.2.1 U.S. federal and applicable state laws, statutes and regulations concerning the custody, care and integrity of data and information. In particular and without limitation, Implementer shall ensure that its SIRP and its business practices in performing work on behalf of SCE comply with California's Information Practices Act of 1977, California.Civil Code §§ 1798.80 et seq., which addresses among other things the provision of notice to SCE or its affiliates, as the case may be, of any breach of the security of SCE Personal Information if it is reasonably believed to have been acquired by an unauthorized person. 16.2.2.2 SCE information management and information security policies and procedures as made available to Implementer from time to time ("SCE Policies and Procedures"), including without limitation ITS-445 "Standards for Information Security Response —Third Parties." 16.2.3 Implementer Response to Security Incident. The following will apply in the event of a Security Incident: 16.2.3.1 Implementer will submit a Security Incident Report (SIR) to SCE's or its affiliates', as the case may be, IT Help Desk or IT Operations Center ("ITOC") in accordance with SCE Policies and Procedures including ITS-445, and applicable law. The SIR shall be given promptly upon discovery of an SI and in any event not more than four (4) hours after discovery of a suspected SI, or sooner if required by law, statute or regulation. If additional time is required under the circumstances of the SI to ascertain the nature or extent of the SI, to stabilize the Computing System or to ensure the integrity of SCE's or its affiliates', as the case may be, data and information, then Implementer shall promptly notify SCE or its affiliates, as the case may be, in writing of the existence of an SI initially, and keep SCE or its affiliates, as the case may be, informed of developments and new information. 16.2.3.2 At SCE's or its affiliates', as the case may be, request, Implementer will meet with SCE or its affiliates, as the case may be, to discuss the cause of the Security Incident, Implementer's response, lessons learned and potential improvements to Implementer's system security processes and procedures. 16.2.4 Compromise of SCE Personal Information. 16.2.4.1 Additional SIRP Requirements for Personal Information. With respect to any SCE Personal Information in the possession or under the control of Implementer, to protect SCE Personal Information from unauthorized access, destruction, use, modification or disclosure, Implementer shall: (a) Develop, implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect SCE Personal Information from unauthorized access, destruction, use, modification, or disclosure. (b) Develop, implement and maintain data privacy and security programs with administrative, technical, and physical safeguards appropriate to the size and complexity of the Implementer's business and the nature and scope of Implementer's activities to protect SCE Personal Information from unauthorized access, destruction, use, modification, or disclosure. 16.2.4.2 Notice Requirements for Personal Information. In the event of a Security Incident where SCE Personal Information was, or is reasonably believed to have been, acquired by an unauthorized person, Implementer shall immediately provide the SIR required by Section 16.2.3. Such SIR shall state that SCE Personal Information may be involved, and shall describe the suspected nature of such SCE Personal Information. 16.2.5 SIRP Review. At SCE's or its affiliates', as the case may be, request, Implementer shall review the S1RP at least annually with SCE's or its affiliates', as the case may be, designated representatives to identify updates, changes or potential improvements; and a process to document these changes within ninety (90) days of any such changes. 16.2.6 Document Retention. Implementer shall maintain all documentation relating to Security Incidents, whether in written or electronic form, including without limitation, their identification, processing and resolution, for two (2) years after final resolution of the Security Incident, including the final resolution of all claims arising out of the Security Incident. 16.2.7 Indemnification for Security Incidents. Implementer shall, at its own cost, defend, indemnify and hold harmless SCE, its affiliates, officers, agents, employees, assigns and successors in interest, from and against any and all liability, damages, losses, claims, demands, actions, causes of action, costs, including attorney's fees and expense, fines or penalties, or any of them, resulting from any Security Incident. Any limitation of liability that may be in the Contract or Contract shall not apply to this Section 16.2.7. 16.3 Implementer shall ensure that its employees, agents and contractors that perform services for Provider in connection with the Contract are informed of and comply with these Security Incident provisions. 17. CONFLICT OF INTEREST Implementer affirms that, to the best of its knowledge, there is no actual or potential conflict of interest between Implementer, its employees or their families, Subcontractors, or business interests, and SCE. Implementer shall not hire any SCE employee or employee's spouse to perform any part of the Work. Implementer further affirms that it has set forth in its proposal for the Work: (i) all situations in which Implementer or an affiliated entity of Implementer has been or currently is an SCE Implementer, contractor, or employee; (ii) all situations in which Implementer or an affiliated entity of Implementer has been or currently is in a joint venture arrangement or licensing relationship with SCE (other than an Energy Leader Partnership); and (iii) any affiliated entity to which Implementer intends to subcontract any part of the Work. Implementer shall update such affirmations to SCE during performance of the Work within thirty (30) days following any change thereto. 18. TIME IS OF THE ESSENCE Implementer hereby acknowledges that time is of the essence in performing their obligations under this Contract. Failure to comply with milestones and goals stated in this Contract, including but not limited to those set forth in Exhibit A of this Contract, may constitute a material breach of this Contract, resulting in its termination, payments being withheld, Implementer Budgets being reduced or adjusted, funding redirected by SCE to ;i r ,",:grams or partners, or other Program modifications as determined by SCE or as directed by the Commission. All Work must be performed and completed by October 15, 2012. 19. IMPLEMENTER DISPUTES Any unresolved disputes between Implementer and SCE shall be referred to an SCE management representative and an officer of Implementer for resolution. Pending resolution, Implementer shall continue to perform the Work as directed by the SCE Representative, and SCE shall continue to make payments for the undisputed items. 20. RIGHT TO AUDIT SCE and the Commission shall have the right to audit Implementer at any time during the term of this Contract and for five (5) years thereafter. An audit may include, but is not limited to, a review of Implementer's financial records relating to the Work, program implementation procedures, program marketing material, program implementation documents, field audits of Implementer employees or Subcontractors, energy efficiency savings provided by the program, funds spent to date, information relating to the substantiation of program expenditures, incentives paid to date, customers given incentives to date, lists of employees and respective duties, lists of Subcontractors and their respective responsibilities or service provided. SCE may, in its sole discretion and at anytime, request information or data relating to the program, Work or this Contract, and Implementer shall provide such information in the format and within the time requested by SCE. Nothing in this provision shall limit the type, format or frequency of such requests by SCE. 21. MODIFICATIONS Except as otherwise provided in this Contract, changes to this Contract shall be only be valid through a written amendment/Change Order to this Contract signed by both Parties. 22. TERM This Contract shall be effective as of the Effective Date. Unless otherwise terminated in accordance with the provisions of Section 23 below, this Contract shall terminate at midnight November 31, 2012; provided however, that all Work and services shall be completed by the dates specified in the Statement of Work. 23. TERMINATION OR CANCELLATION 23.1. CPUC Authority To Modify: The Work and program under which the Work is authorized herein shall at all times be subject to the discretion of the California Public Utilities Commission (CPUC), including, but not limited to, review and modifications, excusing performance hereunder, or termination as the CPUC may direct from time to time in the reasonable exercise of its jurisdiction. 23.2. Termination for Convenience: Notwithstanding any other provisions of the Contract, SCE shall have the unilateral right to terminate the Work, or any portion thereof, or the Contract by the issuance of a Change Order, which shall not require Implementer's acceptance. Subject to the provisions of Section 23.3 and 23.4 hereof, SCE shall pay Implementer the termination charges set forth in the Contract pro-rated to the effective date of termination. If termination charges are not set forth in the Contract, SCE shall complete the payments for all Work accepted by SCE. SCE, at its option, may take possession of any Material paid for by SCE. The provisions of this Section 23.2 shall be Implementer's sole remedy resulting from such termination. 23.3. Cancellation for Default. In the event of: (i) the breach of or failure of Implementer to perform any of its material obligations under the Contract including, but not limited to, failure to complete the Work on time or failure to make satisfactory progress or persistent failure to pay labor and material claims; (ii) the failure of Implementer to give SCE adequate assurance of performance within ten working days after written demand by SCE therefore when reasonable grounds for insecurity arise; or (iii) the insolvency, bankruptcy or receivership of Implementer, then SCE may (a) withhold payment of any further monies which may be due Implementer until such condition is cured, and/or (b) declare Implementer to be in default of the Contract and notify Implementer in writing of such declaration and shall be entitled to cancel the Contract in whole or in part effective immediately upon written notice thereof. Any cancellation pursuant to this Section 23.3 shall not be deemed a "termination" for the purposes of Section 23.2 hereof. In the event of such cancellation, Implementer shall immediately stop Work and surrender to SCE's possession, complete and incomplete Documentation and other Information, Material, control and use of the Jobsite and all Implementer and SCE- owned equipment, facilities, and all other items which SCE may deem necessary or appropriate until the Work is completed. Implementer shall assign to SCE the outstanding subcontracts and Contracts as requested by the SCE Representative for such completion. SCE shall have the right to provide, or contract for, all additional labor, Material, and any other items which it may deem necessary to complete the Work. If the total of all expenses incurred by SCE to complete the Work is greater than the sum which would have been payable under the Contract if Implementer had completed the Work, the difference shall constitute a claim against Implementer. Such claim shall be due and payable within ten working days after presentation of the claim. Additionally, SCE shall have the right to pursue other remedies afforded by law. 23.4 Delivery of Materials: Without limiting the effect of the provisions of Sections 15 and 23.3 hereof, upon receipt of notice of termination or cancellation under this Section 23, Implementer shall immediately deliver to SCE all complete and incomplete Documentation, and all Material. If, at the time of termination or cancellation further sums are due Implementer, Implementer shall not be entitled to the sums until all Documentation and all Material required to be delivered to SCE are delivered. 23.5 Cessation of Work: Upon receipt of notice of termination or cancellation for any reason, Implementer shall promptly cease all Work except for additional Work that SCE may, in its discretion, request Implementer to perform. Additional Work shall be performed in compliance with the terms of the Contract. 24. WRITTEN NOTICES Any written notice, demand or request required or authorized in connection with this Contract, 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: Implementer SCE: City of Huntington Beach Southern California Edison Aaron Klemm Bernard Adebayo-Ige 2000 Main St. 1515 Walnut Grove Ave 2C2-05 PO Box 190 Rosemead, CA 91770 Huntington Beach, CA 92648 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_ 25. INDEPENDENT CONTRACTOR Implementer is and will perform the work as an independent contractor for SCE. Nothing in this Contract shall be construed so as to render Implementer an employee, agent, representative, joint venturer or partner of SCE for purposes of carrying out this Contract. Implementer shall not enter into any contracts, agreements or other obligations with any other parties which bind, or are intended to bind, SCE without first receiving express written authorization from SCE. SCE and Implementer shall each maintain sole and exclusive control over its respective personnel and operations. 26. BENEFIT TO SCE CUSTOMERS Ratepayer funded programs must directly benefit customers in the service territory from which the funds are collected. The energy efficiency program implemented pursuant to this Purchase Order is funded in whole or in part by funds collected from SCE's customers for public purpose programs, and therefore must directly benefit SCE's customers. PGC Funds are defined as those certain funds collected from electric utility ratepayers pursuant to Section 381 of the California Public Utilities Code for public purpose programs, including energy efficiency programs approved by the CPUC. 27. ENVIRONMENTAL, HEALTH & SAFETY REQUIREMENTS The "Southern California Edison ENVIRONMENTAL, HEALTH & SAFETY HANDBOOK FOR CONTRACTORS", dated January 10, 2010, is hereby incorporated by reference into this Contract. Implementer shall immediately notify the SCE Representative if Implementer is unable to meet ANY of the requirements set forth therein. SCE may cancel this Contract if Implementer fails to meet the requirements set forth in this Handbook. Such cancellation shall not be deemed a termination under the termination provisions of this Contract. 28. 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)- (f) et seq.) -and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a)- (f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract 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 Work obligations. 29. NON-DISCRIMINATION CLAUSE None of the provisions of this Contract shall be considered waived by either Party unless such waiver is specifically stated in writing. 30. ASSIGNMENT No Party shall assign this Contract 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 Implementer'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. 31. SEVERABILITY t In the event that any of the terms, covenants or conditions of this Contract, 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, all other terms, covenants, or conditions of this Contract 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 Contract. 32. GOVERNING LAW; VENUE This Contract 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 Contract shall be filed in Los Angeles County, California. 33. SECTION HEADINGS Section headings appearing in this Contract are for convenience only and shall not be construed as interpretations of text. 34. SURVIVAL Notwithstanding completion or termination of this Contract, the Parties shall continue to be bound by the provisions of this Contract which by their nature survive such completion or termination. 35. ATTORNEYS' FEES Except as otherwise provided herein, in the event of any legal action or other proceeding between the Parties arising out of this Contract 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. 36. PRIOR WORK. In the event that Implementer performs any Work authorized by SCE pursuant to the attached Statement of Work but prior to the execution of this Contract, then such prior Work shall be considered performed subject to the provisions of this Contract. 37. ENTIRE AGREEMENT This Contract (including all of the Exhibits and attachments hereto which are incorporated into this Contract by reference) contains the entire agreement and understanding between the Parties with respect to the Huntington Beach Strategic Planning Activities Phase 2 Program and merges and supersedes all prior agreements, representations and discussions pertaining to the subject matter of this Contract. 38. COUNTERPARTS. This Contract 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. [SIGNATURE PAGE FOLLOWS] SIGNATURE PAGE IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be executed by their duly authorized representatives. IMPLEMENTER City f Huntington Beach -42 e Carchio r: Joan F ynn itle: ayor Tity Clerk City o un ington Beach A OVED SAS TO FORM By ed Wilson ��� By: Jennifer McGrath Title: City Manager Title: City Attorney SCE: SOUTHERN CALIFO IA EDISO By: Erwin Furukawa Title: Senior Vice President, Customer Service EXHIBIT A PHASE 2 - STATEMENT OF WORK(with Appendices A-C) City of Huntington Beach V 1.5 TABLE OF CONTENTS SECTION 1: PROGRAM DESCRIPTION...........................................................................................I SECTION 2: OBJECTIVES..............................................................................................................3 SECTION 3: GENERAL REQUIREMENTS........................................................................................3 SECTION 4: SCHEDULE OR TASKS DELAYS.................................................................................3 SECTION5: STATEMENT OF WORK..............................................................................................4 Task1 - Program Ramp-up.................................................................................................................4 Task2 - Strategic Plan Goal 5 ............................................................................................................5 Task 2A: Provide Energy Efficiency Services for Energy Efficiency Pilot Programs...................5 Task 213: Develop Energy Efficiency Project Implementation Guidebooks...................................8 Task 3 —Invoicing and Reporting.....................................................................................................13 Task 4 -Ramp-Down and Shut-Down Program...........................................:...................................15 Task 5 - Submit Final Program Report.............................................................................................15 SECTION6: PAYMENT...............................................................................................................16 SECTION 7: PERFORMANCE INDICATORS...................................................................................17 Appendix A: Monthly Invoicing and Reporting Requirements....................................................18 Appendix B: Regulatory Reporting Requirements.......................................................................20 Appendix C: Billing Schedule......................................................................................................25 TABLES Table 1: Implementer T&M Fully Burdened Hourly Rate...................................................................16 Table 2: Implementer's Budget Breakdown..........................................................................................17 City of Huntington Beach V 1.5 Statement of Work PROGRAM IMPLEMENTER: CITY OF HUNTINGTON BEACH PROGRAM NAME: CITY OF HUNTINGTON BEACH STRATEGIC PLAN STRATEGY ("PROGRAM") PROGRAM BUDGET: $400,000 SECTION 1: PROGRAM DESCRIPTION 1. Program Background: Pursuant to Decision 09-09-047, the CPUC authorized Southern California Edison ("SCE") to conduct strategic plan activities centered on energy efficiency and addressing the "Big, Bold" strategies and related local government goals found in the CPUC's California's Long-Term Energy Efficiency Strategic Plan ("CEESP")'. Based on this authorization, SCE conducted a solicitation seeking to fund activities that would lead to long-term, sustainable changes as opposed to supporting staffing resources or short-term initiatives that would cease to exist once the funding had ended. One of the selected activities in this solicitation is for the City of Huntington Beach ("Implementer") to provide support for local governments in developing and implementing energy efficiency programs by developing energy efficiency program documents, and energy efficiency implementation guidebooks. Implementer will also work with local governments in using the energy efficiency documents to implement energy efficiency pilot projects. The Implementer will perform the Program tasks required, meeting the objectives of the CEESP by achieving the following CEESP Goal: • Strategic Plan Goal 5: Local government energy efficiency expertise becomes widespread and typical 2 2. Defined Terms: Capitalized terms not otherwise defined in this Statement of Work ("SOW") will have the meaning ascribed to them in the Contract, which is attached to the SOW and incorporated herein by reference. 1. Business Day: The period from one midnight to the following midnight, excluding 1 Please go to www.califomiaenerc,,yefficiency.com for a copy of the CEESP. 2 From CPUC's California's Long-Term Energy Efficiency Strategic Plan Southern California Edison Company Page: 1 City of Huntington Beach V 1.5 Saturdays, Sundays, and holidays. 2. Calendar Day: The period from one midnight to the following midnight, including Saturdays, Sundays, and holidays. 3. Change Order: Document SCE issues to Implementer and,unless otherwise provided in the Contract, Implementer accepts, and which changes or modifies the terms of the Contract. 4. Contract: Document issued by SCE to Implementer, as may be amended in writing as provided therein,which authorizes the Work, states the terms and conditions and incorporates by reference the Statement of Work and any other referenced documents, if applicable, all of which form the agreement(Contract) between SCE and the Implementer, with the following priority in the event of conflicting provisions: Change Orders, from the most recent to the earliest; the Statement of Work; the Contract; and any other referenced documents, and which facilitates payment to the Implementer for the Work described herein. 5. Contract Program Manager or CPM: The SCE Representative who will manage the Program. 6. CPUC: The California Public Utilities Commission. 7. Implementer: City of Huntington Beach. 8. Focal Government Commission: The Local Government Commission is a non- governmental organization that provides support to local governments. Local Government Commission may provide technical assistance, as well as networking opportunities to local governments. 9. Participating Municipalities: Any municipality, county or local government agency in SCE's service territory, who receives energy efficiency services to implement pilot programs from the Implementer. 10. Performance Indicators: Specific, measureable, actionable, realistic and time- specific requirements that will directly and measurably contribute to SCE's business goals for the Contract. 11. SCE Representative: The CPM or such other representative authorized by SCE to manage this Program. 12. Subcontractor: An entity contracting directly or indirectly with Implementer to furnish services or materials as part of or directly related to Implementer's Work. Southern California Edison Company Page: 2 City of Huntington Beach V 1.5 Subcontractor may also include any Participating Municipality. 13. Title 24: California Code of Regulations (CCR), Title 24, also known as the California Building Standards Code (composed of 12 parts). Title 24, Part 6 sets forth California's energy efficiency standards for residential and nonresidential buildings and was established in 1978 in response to a legislative mandate to reduce California's energy consumption. The standards are updated periodically to allow consideration and possible incorporation of new energy efficiency technologies and methods. Title 24, Part 6 is the focus of the Work under this Contract. 14. Work: Any and all obligations of Implementer to be performed during the term of this Contract, any revision to this Contract, or a subsequent Contract or Contract Addendum incorporating this Statement of Work. The Work will include, but may not be limited to, the tasks described in Section 5 of this Statement of Work. SECTION 2: OBJECTIVES Through the Program, the Implementer will provide energy efficiency program documents for energy efficiency pilot programs, and energy efficiency implementation guidebooks to assist local governments in implementing energy efficiency programs. The objective is to help Participating Municipalities implement more comprehensive energy efficiency projects. SECTION 3: GENERAL REQUIREMENTS A. Notice to Proceed ("NTP"): Implementer may start Work only upon the occurrence of each of the following: 1. Implementer receives the Contract; 2. Implementer provides to the CPM a signed acknowledgement form of the Contract; and 3. CPM provides to Implementer written approval to proceed. B. Goals: The primary goal of the Program is to achieve the objectives and Performance Indicators set forth herein, in the time frame herein. SCE will regularly review the implementation schedule (milestones, delivery dates, etc.) contained herein against actual Work performed by Implementer to assess the Program's progress. SECTION 4: SCHEDULE OR TASKS DELAYS If the schedule or a task(including achievement of goals as outlined herein) is delayed for any reason, Implementer has the responsibility to notify the CPM in writing within thirty (30) Business Days. SCE may accept the delay, allow time for the remedy of the delay, reduce Southern California Edison Company Page: 3 City of Huntington Beach V 1.5 both the budget and the Work, or terminate the Contract within thirty(30) Business Days following receipt of any written notice of delay from Implementer. SECTION 5: STATEMENT OF WORK The Work for each of the CEESP Goals and associated tasks are described herein: Task 1- Program Ramp-up A. Attend Program Kick-off Meeting: Implementer's representative(s) will attend a half- day Program kick-off meeting with the CPM to discuss Program logistics, marketing coordination, evaluation, monitoring and verification coordination, invoicing requirements, scope of Work, and any remaining Contract issues at an SCE -designated location. To avoid duplication and unnecessary expenditures, CPM will provide information and guidance regarding currently available resources (for example: available training programs, EEMIS resource guide,templates, reach building codes etc.)to be used by the Implementer in assessing pre-existing resources. This will enable the Implementer to focus efforts in each task where any gaps may exist. Implementer's representative will attend the Program kick-off meeting at a time and place to be determined by SCE after the issuance of the NTP. B. Program Data, Invoicing, and Reporting Tool Training: The Implementer will attend a half-day workshop (Webcast) that provides training on the use of SCE invoicing and reporting tool ("IR Tool"). The Implementer will attend IR Tool training at a time and place to be determined by SCE after the issuance of the NTP. Deliverables s Duq,,Date , 1. Attend a half-day Program Kick-off Determined by SCE after the issuance of Meeting the NTP. 2. Attend a half-day IR Tool training session Determined by SCE after the issuance of and ongoing IR Tool update training. the NTP or notification of IR Tool program changes. 3. Delivery flat files(first draft)to CPM for IR Tool training plus 5 Calendar Days. review and approval. 4. Delivery of flat files(final draft)to CPM for IR Tool training plus 10 Calendar Days. review and approval. Southern California Edison Company Page: 4 City of Huntington Beach V 1.5 Task 2 - Strategic Plan Goal 5 Strategic Plan Goal 5: Local government energy efficiency expertise becomes widespread and typical. Task 2 (Strategic Plan Task 5.x): Develop program procedures and protocols, documents and energy efficiency implementation guidebooks that can be used by Participating Municipalities in developing and implementing energy efficiency projects in their buildings following the Local Government Energy Efficiency Resources Plan developed by the County of Los Angeles. Task 2A: Provide Energy Efficiency Services for Energy Efficiency Pilot Programs Implementer will provide program documents and energy efficiency assessments and/or audits to Participating Municipalities for no less than three energy efficiency pilot projects to help determine the effectiveness of the process developed in this Program and in conjunction with the work completed by the County of Los Angeles. Implementer will provide all materials developed under this task to CPM for review and comment. l. Report on Status of Implementer or Subcontractor to Support the Task: Implementer will submit monthly reports to the CPM on the status of hiring expertise to provide energy efficiency services for its pilot programs. 2. Draft and Final Coordination of Efforts Plan: Implementer shall coordinate and integrate all efforts and activities for Task 2 with the local government energy efficiency resources program implemented by the County of Los Angeles. The coordination plan will include a detailed description of all activities undertaken by the Implementer for Task 2, and a detailed description of all activities in the local government energy efficiency resources program implemented by LA County. The coordination plan will identify overlapping responsibilities for both the Implementer and LA County and clearly delineate the responsibilities for the overlapping activities. Implementer understands, acknowledges and agrees that the purpose of such coordination and integration is to enhance consistency in Program offerings, and to minimize duplicative administrative, direct implementation and marketing costs. Implementer will develop and distribute the draft coordination plan to the County of Los Angeles and the CPM for review and comments. Implementer will develop the final coordination plan incorporating comments from the County of Los Angeles, and the CPM. I Develop Draft and Final List of Energy Efficiency Pilot Projects and Budgets: Implementer will develop an initial list of municipal buildings and energy efficiency pilot projects using existing analyses, audits, or other previous work, and a preliminary budget. Implementer will obtain feedback from Participating Municipalities and the CPM on the initial list of energy efficiency pilot projects, including a description of the energy Southern California Edison Company Page: 5 City of Huntington Beach V 1.5 assessment and/or audit to be undertaken, and incorporate comments in developing the final list of energy efficiency pilot projects and final budgets. Implementer will obtain SCE written approval of the final list of energy efficiency pilot projects, description of the methods to conduct the energy assessment and/or energy audit, and budgets. 4. Develop Draft and Final Program Documents for Energy Efficiency Pilot Projects: Implementer will develop procurement, financing and implementation documents for each pilot project on the final SCE-approved list of energy efficiency pilot projects. Implementer will submit monthly reports to the CPM on the status of developing the Program documents. Implementer will also submit the draft and final Program documents for CPM review and approval. The Program documents will include: • Project scope, schedule, budget, and financial requirements specifications; ® Generic strategies to build support for projects; ® Detailed estimates of installation cost, and energy savings estimates, using the SCE approved method for implementing energy assessments and/or audits; ® Generic cash resources; • Generic debt resources; • Final mix of funding sources and projects including funding for project management; • Project solicitation and procurement agreements and processes; • Project reporting requirements and templates; • Project management, implementation and inspection guidelines; • Project financing implementation guidelines; • Project verification protocols and measurement protocols for all projects with utility cost-effectiveness requirements and/or investment return requirements for all projects with debt financing and; • Project close-out activity guidelines. 5. Report on the Dissemination of Program Documents and Case Studies on Lessons Learned: Implementer will disseminate Program documents and lessons learned in implementing the pilot projects. Implementer will provide CPM a monthly report listing the accomplishments of the following activities, and copies of all newsletters, case studies, and status report: • Post all SCE-approved Program documents on the public website being used by the LA County's local government energy efficiency resources program within five (5) Calendar Days of SCE approval, and distribute Program documents by e-mail to Participating Municipalities and the CPM,prior to completion of the public website. Implementer will notify by e-mail all Participating Municipalities and the CPM,when there are additional documents posted on the website; Southern California Edison Company Page: 6 City of Huntington Beach V 1.5 • Implementer will also disseminate a quarterly electronic newsletter educating the Participating Municipalities on the use of the Program documents and lessons learned in implementing the pilot projects to the Participating Municipalities and the CPM by the last Business Day of each quarter. Implementer will also post the newsletters on the public website being used by the LA County's local government energy efficiency resources program by the last Business Day of each quarter and; • Prior to September 30, 2012, Implementer will also hold a conference or webinar to discuss the results of the entire Program, and to provide a forum to discuss lessons learned during the implementation of the pilot projects. Implementer will present a status report on the implementation of all pilot projects. Implementer will also present case studies for a minimum of two of the pilot projects on the use of Program documents, including lessons learned in implementing the pilot projects. Implementer will provide CPM with all materials presented and a copy of the attendance list. Implementer will also post the case studies and status report on the public website being used by the LA County's local government energy efficiency resources program within five (5) Calendar Days of holding the conference or webinar. Implementer will notify by e-mail all Participating Municipalities and the CPM, when the materials are posted on the public website being used by the LA County's local government energy efficiency resources program. 6. Monthly Status Report: Implementer will provide to the CPM a monthly report of all on- going activities including a list of monthly achievements and outstanding issues. Task,2A_ -Del verable(s) Due Date(sJ, 1. Report on status of Implementer or Subcontractor to Within NTP+30 Calendar Days support the Task 2. Draft and final coordination of efforts plan including Draft plan- Within NPT+30 description of all activities for Task 2 and the local Calendar Days government energy efficiency resources program Final plan - Within 30 Calendar implemented by LA County, identification of Days of receipt of CPM comments overlapping activities,and delineation of on draft plan responsibilities for the overlapping activities Monthly with Invoicing Requirements( see Task 3) 3. Draft and final list of energy efficiency pilot projects Draft list- Within NPT+100 and budgets including description of the methods to Calendar Days conduct the energy audit and/or assessment Final list- Within 60 Calendar Days of receipt of CPM comments on draft list Southern California Edison Company Page: 7 City of Huntington Beach V 1.5 Task 2A="Deliverable(s) Due.Date(s) 4. Draft and final Program documents and checklist Draft program documents to be including project scope, generic strategies to build completed within 120 Calendar project support,detailed estimates of installation costs Days of submitting final project list and savings, generic mix of cash and debt resources, Final program documents to be final mix of funding sources, solicitation and completed by September 30, 2012 procurement agreements, reporting requirements and templates, management, inspection and Monthly with Invoicing implementation guidelines, financing implementation Requirements (see Task 3) guidelines, verification and measurement protocols, and project close-out guidelines 5. Report on the dissemination of Program documents Monthly with Invoicing and case studies of lessons learned: Requirements (see Task 3) • Program documents Disseminated within 5 Calendar Days of receiving SCE approval • Quarterly newsletter Disseminated by the last Business Day of each quarter starting within NTP +90 Calendar Days • Conference materials Disseminated within 5 Calendar Days of holding the conference and/or webinar 6. Monthly status report Monthly with Invoicing Requirements ( see Task 3) Task 213: Develop Energy Efficiency Project Implementation Guidebooks Implementer will develop energy efficiency project implementation guidebooks that can be used by all local governments in developing and implementing energy efficiency projects. These guidebooks will contain resource information that will guide local governments through the implementation process of energy efficiency projects, including,procedures and protocols, opportunity identification and assessment, project funding, technical analyses, measurement and verification, and management and reporting. Implementer will provide all materials developed under this task to CPM for review and comment. • Report on Status of Implementer or Subcontractor to Support the Task: Implementer will submit monthly reports to the CPM on the status of hiring expertise to develop the energy efficiency guidebooks. Southern California Edison Company Page: 8 City of Huntington Beach V 1.5 o Develop Guidebook for Identifying Energy Efficiency Projects in Municipal Buildings: Implementer will submit monthly reports to the CPM on the status of developing a guidebook for identifying energy efficiency projects in municipal buildings. Implementer will also submit draft and final guidebooks to the CPM for review and approval. Implementer will include at a minimum all of the following topics in the guidebook for identifying energy efficiency projects in municipal buildings: • Standard process(es) for identifying candidate buildings for further energy efficiency opportunity assessments; • Standardize the energy efficiency development process for all local governments by developing the financial criteria for project requirements and description of project scope, schedule, budget and specifications. The financial criteria may include utility cost-effectiveness guidelines, project investment returns, and any other regulatory criteria; • Methodology for determining the appropriate energy efficiency assessment approach, based on the financial criteria for project requirements. Assessments may include low/no cost audits, investment grade audits, energy and engineering analyses, facility benchmarking information, utility manager reports, and other resources; • Implementer will compile an extensive library of energy efficiency measures expected to be used by local governments. For projects contained in the Database for Energy Efficient Resources ("DEER"), Implementer will utilize the energy savings, estimated cost and useful life of each project to calculate return on investment. For projects not contained in DEER, Implementer will first use SCE workpapers and/or SCE technical resources, before the Implementer develops analytical methods to determine project costs and savings; and • Implementer will provide a sustainability plan to maintain the information in the guidebook that includes the process, method and frequency of updating project costs, energy savings, and useful measure life. • Develop Generic Strategies to Build Project Support Guidebook: • Implementer will assess the energy efficiency management resource capabilities within the Participating Municipalities in this task; • Implementer will assess the state of energy efficiency management mandates, policies, guidelines and/or practice within the Participating Municipalities for capital improvements, maintenance and operations, and/or organizations; and • Implementer will develop a list of best practices and other available resources for energy efficiency implementation management services and/or energy efficiency implementation organizations. Southern California Edison Company Page: 9 City of Huntington Beach V 1.5 • Implementer will develop a generic energy efficiency management policy that may be modified and/or adopted by any Participating Municipality to serve as a guiding document to provide executive support and direction for future implementation of energy efficiency projects. • Develop Project Financing Guidebook: Implementer will submit monthly reports to the CPM on the status of developing the project financing guidebook. Implementer will also submit draft and final guidebooks to the CPM for review and approval. Implementer will include at a minimum all of the following topics in the project financing guidebook: • Identification of generic cash reserves; • Identification of generic debt resources; and • How to manage the funding of both individual projects and large scale projects. • Develop Energy Efficiency Project Procurement Guidebook: Implementer will submit monthly reports to the CPM on the status of developing an energy efficiency project procurement guidebook. Implementer will also submit draft and final guidebooks to the CPM for review and approval. Implementer will include at a minimum all of the following topics in the energy efficiency project procurement guidebook: • Develop standard energy efficiency project procurement agreements, including terms and conditions, that may be used by all local governments; • Develop a library of standard technical specifications for equipment (technical requirements that may be used by all local governments and create a broad- based suite of specifications for typical projects) that will be used for solicitation of bids for procurement and installation; • For all projects with utility cost-effectiveness guidelines and/ or investment return guidelines, develop a library of standard technical specifications that may be used by all local governments for solicitation of bids for procurement and installation and; • Develop standard solicitation and procurement policies and procedures for energy efficiency projects. The standard solicitation and procurement policies and procedures will address all steps in the solicitation process including: pre- solicitation activities, pre-bid meetings,bid evaluation and award, payment process (including measurement and verification, if required). • Develop Energy Efficiency Project Management and Reporting Guidebook: Implementer will submit monthly reports to the CPM on the status of developing an energy efficiency project management and reporting guidebook. Implementer will also submit draft and final guidebooks to the CPM for review and approval. Implementer will include at a Southern California Edison Company Page: 10 City of Huntington Beach V 1.5 minimum all of the following topics in the energy efficiency project management and reporting guidebook: • Develop project management guidelines and standard project reporting templates that may be used by all local governments; • Prepare standard project implementation guidelines that may be used by all local governments; and • Prepare standard project close-out guidelines. • Develop Energy Efficiency Project Post-Implementation Guidebook: Implementer will submit monthly reports to the CPM on the status of developing an energy efficiency project post-implementation guidebook. Implementer will also submit draft and final guidebooks to the CPM for review and approval. Implementer will include at a minimum all of the following topics in the energy efficiency project post-implementation guidebook: • Standard measurement and verification protocols for all projects with utility cost-effectiveness guidelines and for all projects with investment return guidelines; and • Project post-implementation reporting guidelines and standard templates. • Report on the Dissemination of Energy Efficiency Project Implementation Guidebooks: Implementer will undertake the following activities to distribute the final energy efficiency project implementation guidebooks to all Participating Municipalities. Implementer will provide CPM a monthly report listing the accomplishments of the following activities and copies of all presentation materials and status report: • Post all SCE-approved guidebooks on the public website being used by the LA County's local government energy efficiency resources program within five (5) Calendar Days of SCE approval, and distribute Program documents by e-mail to Participating Municipalities and CPM, prior to completion of the public website. Implementer will notify by e-mail all Participating Municipalities and the CPM, when there are additional documents posted on the website; and • Prior to September 30, 2012, Implementer will hold a conference or webinar for the Participating Municipalities unable to travel to the conference to discuss the status report on the development of the guidebooks. The conference and webinar will provide a forum to discuss lessons learned during the development of the guidebooks and educate the Participating Municipalities on how to use the guidebooks. Implementer will provide CPM with all materials presented and a copy of the attendance list. Implementer will also post the presentation materials and status report on the pubic website being used by the LA County's local government energy efficiency resources Southern California Edison Company Page: 11 City of Huntington Beach V 1.5 program within five (5) Calendar Days of holding the conference or webinar. Implementer will notify by e-mail all Participating Municipalities and CPM, when the materials are posted on the public website. 9. Monthly Status Report: Implementer will provide to the CPM a monthly report of all on- going activities including a list of monthly achievements and outstanding issues. Task 2 B-.Deliverable(s),,> Due Dates) 1. Report on status of Implementer or Subcontractor to Within NTP+30 Calendar Days support the Task 2. Identifying energy efficiency projects guidebook- Draft guidebook to be completed by draft and final Program guidebook including: 1) July 31,2012 process(es) for identifying candidate buildings, 2)the Final guidebook to be completed by financial criteria for project requirements and September 30, 2012 description of project scope, schedule, budget, 3) specifications, methodology for determining the Monthly with Invoicing appropriate energy efficiency assessment approach,4) Requirements (see Task 3) an extensive library of energy efficiency measures expected to be used by local governments, and 5)a sustainability plan to maintain information 3. Generic strategies to build project support- draft and Draft guidebook to be completed by final Program guidebook including: 1)assessment of July 31,2012 energy efficiency management capabilities, 2) Final guidebook to be completed by assessment of energy efficiency mandates, policies September 30,2012 and practices, 3) list of best practices and available resources, and 4)develop generic energy efficiency Monthly with Invoicing management policy Requirements (see Task 3) 4. Project financing guidebook -draft and final Program Draft guidebook to be completed by guidebook including identification of generic cash and July 31,2012 debt resources, and how to manage funding for both individual and large scale projects Final guidebook to be completed by September 30, 2012 Monthly with Invoicing Requirements (see Task 3) 5. Energy efficiency project procurement guidebook- Draft guidebook to be completed by draft and final Program guidebook including project July 31,2012 procurement agreements, library of technical Final guidebook to be completed by specifications, and standard solicitation and September 30,2012 procurement policies and procedures Monthly with Invoicing Requirements (see Task 3) 6. Energy efficiency project management and reporting Draft guidebook to be completed by guidebook-draft and final Program guidebook July 31,2012 including project management guidelines,project Southern California Edison Company Page: 12 City of Huntington Beach V 1.5 Task'2'6- Deliverable(s) Due Date(sj , „ reporting templates, and project implementation and Final guidebook to be completed by close-out guidelines September 30, 2012 Monthly with Invoicing Requirements (see Task 3) 7. Energy efficiency project post- implementation Guidebook-draft and final Program guidebook Draft guidebook to be completed by including measurement and verification and post July 31,2012 implementation reporting guidelines Final guidebook to be completed by September 30, 2012 Monthly with Invoicing Requirements (see Task 3) 8. Report on the dissemination of Program documents Monthly with Invoicing and case studies of lessons learned: Requirements (see Task 3) ® Program guidebooks Disseminated within 5 Calendar Days of receiving SCE approval • Conference materials Disseminated within 5 Calendar Days of holding the conference and/or webinar 9. Monthly status report Monthly with Invoicing Requirements ( see Task 3) Task 3— Invoicing and Reporting A. IR Tool: After SCE provides Implementer training on the IR Tool, the Implementer will utilize the IR Tool, which serves three primary purposes: 1. Enables Implementer to provide SCE with required Program information; 2. Provides CPM the capability to access Implementer's Program information and create reports; and 3. Provides miscellaneous reporting support for SCE's internal and CPUC reporting requirements. B. Submission of Information into IR Tool: Implementer will update the IR Tool on a monthly basis in accordance with requirements delineated in Appendix A (Monthly Invoicing and Reporting Requirements). Implementer will work collaboratively with the CPM in tailoring the flat files for the Program. Southern California Edison Company Page: 13 City of Huntington Beach V 1.5 C. Monthly Invoicing and Reporting: All required monthly invoice reports can be generated via the IR Tool. Implementer will be responsible for implementing, adhering to, and the submission of,the items as described in Appendix A (Monthly Invoicing and Reporting Requirements) of this Statement of Work. The invoice reporting requirements may be amended from time to time, at which time SCE will notify Implementer of the changes and issue a new Appendix A. Implementer will implement these modifications in a timely manner and they will be reflected in future invoice documentation. D. SCE's Regulatory Reporting: Implementer will implement, adhere to, and submit the items as described in Appendix B (Regulatory Reporting Requirements), as SCE requests. The CPUC reporting requirements may be amended from time to time, at which time SCE will notify Implementer of the changes and issue a new Appendix B. Implementer will implement these modifications in a timely manner and they will be reflected in future invoice documentation. Implementer acknowledges that SCE may, in its sole discretion, require Implementer to provide such other reports or documentation that SCE deems appropriate or necessary ("Ad Hoc Reports"). Implementer will comply with any request for such Ad Hoc Report(s) within a reasonable time or, if applicable, within the time requested by SCE. leliverable(s) °,Due Date(s);. 1. Prepare and submit monthly invoices Monthly,by the 15th Calendar Day for and supporting documentation to SCE. Work completed the preceding month 2. Prepare and submit monthly regulatory Monthly,by the 15th Calendar Day for report, including flat files and monthly Work completed the preceding month deliverable work sheet. 3. Prepare and submit quarterly regulatory Quarterly, by the 30"Calendar Day for reports(Appendix B)to SCE Work completed the preceding quarter, through October 31, 2012 4. Prepare and submit Ad Hoc Reports As SCE requests and/or requires 5. Prepare and submit final invoice and By November 15, 2012 for final invoice Program Report to SCE and by October 31,2012 for final Program Report Southern California Edison Company Page: 14 City of Huntington Beach V 1.5 Task 4- Ramp-Down and Shut-Down Program A. Program Ramp-Down: Implementer will provide SCE with a ramp-down plan for the Program. To ensure complete Program shutdown, the Program ramp-down period will commence no later than September 1, 2012. Implementer's plan for Program ramp-down will take into consideration that all services described in tasks 1, 2, and 4 must be completed by October 15, 2012. Implementer will resolve all outstanding Program and Partnership issues and begin preparation of the Final Report beginning September 1, 2012. h. Program Shutdown: Implementer will provide to the CPM a plan with procedures on shutting down the Program. All Program operations will be completely shut down after the last day of the Contract effective period. DelivuAble(s) Due Date(s); 1. Submit detailed ramp-down and shutdown plans No later than September 1 2012 and schedules to CPM for review and approval 2. Resolve outstanding Program and Partnership No later than September 1 ,2012 issues and begin preparation of Final Report 3. Begin Program ramp-down No later than September 1,2012 4. Complete all services- Tasks 1, 2, and 4 No later than Octoberl5, 2012 Task 5 - Submit Final Program Report After Program shutdown and follow-up issues have been completed and resolved, the Implementer will submit a final report that reviews the Program's progress and accomplishment (the "Final Report"). At a minimum, the Final Report will cover: A. Goal Attainment: Documentation that substantiates the Implementer's achievement of the objectives, Program Performance Indicators, and deliverables for the Contract. B. Program Achievement Discussion: Were the goals/objectives met? Were the Program Performance Indicators achieved? Complete Program achievement for each Program Performance Indicator and deliverable indicating the measureable Program accomplishments. C. Program Challenges: What were the significant obstacles that were overcome? Southern California Edison Company Page: 15 City of Huntington Beach V 1.5 D. Lessons Learned: Could a Program of this scale have accomplished more? E. Program Improvement Recommendations: What improvements could have been made to help the Program be even more successful? F. Program Next Step: Should the Program a) be mainstreamed, b) continued to be developed or, c) ended. Deliverable s Due Dates 1. Submit draft Final Report for SCE review No later than October 15,2012 and approval 2. Submit revised Final Report for SCE review The earlier of October 31, 2012 or within 2 and approval weeks of receipt of SCE comments SECTION 6: PAYMENT A. Payment Terms: The Implementer Budget will utilize 100%time and material based payments ("T&M payments"). Payment of the Implementer's budget will be based on receipt by SCE of the deliverables set forth herein. T&M payments will be in accordance with the Billing Rates set forth in Table 1, below and Appendix C (Billing Schedule). All payments will be subject to the Contract and consistent with the budget breakdown set forth herein. Payment will be based on meeting deliverables and due dates set forth in Section 5 of this Statement of Work. B. Implementer Budget Limit: Under no event will Implementer exceed the total amount budgeted by SCE for this Contract of$400,000. Table 1: Implementer T&M Fully Burdened Hourly Rate 1F ull3'B1lCtle�led () te t € � � R Subcontractor—Senior Consultant $234 N/A Subcontractor—Administrative Support $80 N/A Subcontractor—Resource Manager $81 N/A Subcontractor—Project Manager $125 N/A Subcontractor—Technical Support $150 N/A Subcontractor—Senior Project Manager $152 N/A Subcontractor—Product Manager $218 N/A Subcontractor Senior Consultant $234 N/A Subcontractor—Financial Consultant $250 N/A Southern California Edison Company Page: 16 City of Huntington Beach V 1.5 Subcontractor—Principal $250 N/A Subcontractor—Bond Counsel $260 N/A Subcontractor- Facilities Project Manager I $108 N/A Subcontractor-Facilities Project Manager II $121 N/A Energy Project Manager $70 96% Planning Manager $77.50 1% General Services Manager $80.68 1% Public Works Director $113.43 1% Planning and Building Director $108.29 1% 777777-777, Avera e rats farr all lm lementer'�„S,,taff o $71 �� 100 f� Notes: • Please refer to Contract Section 10.2.2 for more information on T&M Fully Burdened Hourly Billing Rates 2• Subcontracted Work shall be charged at the hourly rates actually paid by Implementer,not to exceed the hourly rates set forth in the Contract for Work performed by the Implementer. Implementer shall provide Subcontractor invoices for any Implementer's invoice that includes Subcontractor costs. Table 2: Implementer's Budget Breakdown t llovu bl ost Items °/� �� r'' ,. 1) Administration 5% $20,000 2)Marketing/Outreach Costs 0% 0 3)Direct Program Costs 95% $380 000 Total Implementer Budget: 1 +2 +3 100% $400,000 Notes: • Please refer to Appendix B for more information on Allowable Cost categories. SECTION 7: PERFORMANCE INDICATORS SCE will, at a minimum, monitor the Work based on the following Program Performance Indicators: A. Progress made against the goals, deliverables, and due dates above; and B. Actual performance versus predicted performance as outlined herein. Southern California Edison Company Page: 17 City of Huntington Beach V 1.5 Appendix A: Monthly Invoicing and Reporting Requirements A. Requirements Monthly hard copy invoices are required at the 15th Calendar Day of each month for Work completed the preceding month with invoicing supporting files described herein. These invoices and supporting documents are for Work performed by the Implementer and all Subcontractors. On November 15, 2012 or sooner, Implementer will submit a final invoice associated with Program services that are tied directly to delivery of the Program deliverables.No Work except that associated with preparing the Final Report (Task 5) and final invoice will be performed after October 15, 2012. Subsequent invoices will only contain expenses associated with closing out the Program (i.e., administration expenses, etc.) that are not directly tied to delivery of the Program goals. B. Procedures 1. Implementer uploads their Customer flat files into the IR Tool. The IR Tool creates a draft invoice for Implementer's review. 2. CPM reviews the draft invoice and advises the Implementer to re-submit their invoice if requested. Implementer is required to submit the following files to SCE by the 15th Calendar Day of each month with each of their invoice submission: • Invoice —Hard Copy and electronic copy uploaded into the IR Tool; • Program Tracking Flat File—Uploaded electronically into the IR Tool; • Financial Flat File—Uploaded electronically into the IR Tool; • Monthly Narrative - Hard Copy with invoice submission; • Deliverable Table—Uploaded electronically. • Allowable Cost Table (see Appendix B)—Hard Copy with invoice submission; and • Supporting documentation—Uploaded electronically into the IR Tool. 3. Upon approval by CPM, the invoice is paid. C. Monthly Narrative The monthly narrative will include a discussion on the following Program activities occurring during the month: Southern California Edison Company Page: 18 City of Huntington Beach V 1.5 • Administrative activities; • Marketing activities; • Direct Implementation activities; • Implementer's assessment of Program performance and Program status (is the Program on target, exceeding expectations, or falling short of expectations, etc.); • Discussion of changes in Program emphasis (new Program elements, less or more emphasis on a particular delivery strategy, Program elements discontinued, Measure discontinued, etc.); • Discussion of near term plans for Program over the coming months (i.e., marketing and outreach efforts that are expected to significantly increase Program participation, etc.); • Changes to staffing and staff responsibilities, if any; • Changes to contacts, if any; • Changes to Subcontractors and Subcontractor responsibilities, if any; and • Number of Program complaints received. Southern California Edison Company Page: 19 City of Huntington Beach V 1.5 Appendix B: Regulatory Reporting Requirements 1. Program Reporting Implementer will provide SCE with the requisite information on the prior month's activities, accomplishments and expenditures related to its respective Work obligations, for purposes of preparing any reports required of SCE by the CPUC including Quarterly and Annual Reports. Requirements for these reports may change per the direction of the CPUC or the CPUC's Energy Division. The current reporting requirements are as follows: 2. Quarterly Report Implementer will provide SCE with the requisite information to be compiled for the quarterly portfolio reporting. 2.1. Expenditures for the Program per cost; Section 4, below contains a list of allowable costs. a. CPUC authorized budget b. Operating Budget c. Total Expenditures • Administrative Cost • Marketing/Advertising/Outreach Costs • Direct Implementation Cost 2.2. Program Narratives—For the Program, a description of the Program activities occurring during the quarter. a. Administrative activities b. Marketing activities c. Direct Implementation activities d. Implementer's assessment of Program performance and Program status (is the Program on target, exceeding expectations, or falling short of expectations, etc.) e. Discussion of changes in Program emphasis (new Program elements, less or more emphasis on a particular delivery strategy, Program elements discontinued, Measure discontinued, etc.) f. Discussion of near term plans for Program over the coming months (i.e., marketing and outreach efforts that are expected to significantly increase Program participation, etc.) g. Changes to staffing and staff responsibilities, if any h. Changes to contacts, if any i. Changes to Subcontractors and Subcontractor responsibilities, if any j. Number of Partnership complaints received Southern California Edison Company Page: 20 City of Huntington Beach V 1.5 2.3. Implementer will provide additional data or information as required by the CPUC. 3. Annual Reports Implementer will provide SCE with the requisite information to be compiled for the annually portfolio reporting. 3.1. Expenditures for the Program per cost; Section 4, below contains a list of allowable costs. a. CPUC authorized budget b. Operating Budget c. Total Expenditures • Administrative Cost • Marketing/Advertising/Outreach Costs • Direct Implementation Cost 3.2. Program Narratives—For the Program, a description of the Program activities occurring during the year. a. Administrative activities b. Marketing activities c. Direct Implementation activities d. Implementer's assessment of Program performance and Program status (is the Program on target, exceeding expectations, or falling short of expectations, etc.) e. Discussion of changes in Program emphasis (new Program elements, less or more emphasis on a particular delivery strategy, Program elements discontinued,etc.) f. Discussion of near term plans for Program over the coming months (i.e., marketing and outreach efforts that are expected to significantly increase Program participation, etc.) g. Changes to staffing and staff responsibilities, if any h. Changes to contacts, if any i. Changes to Subcontractors and Subcontractor responsibilities, if any j. Number of Partnership complaints received 3.3. Implementer will provide additional data or information as required by the CPUC. Southern California Edison Company Page: 21 City of Huntington Beach V 1.5 4. Allowable Costs Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer-funded energy efficiency work. The costs reported should be only for costs actually expended. Any financial commitments are to be categorized as commitments. If the reporting entity does not have a cost as listed on the cost reporting sheet,then no cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM. If there is a desire to include additional Allowable Cost elements, the CPM should be contacted in order to seek approval from the CPUC. 3/30/2006 Cost Categories Allowable Costs Administrative Cost Category Managerial and Clerical Labor Im lementer Labor—Clerical z s a1e. Thse allovJble cc�sfs ae` o dim .letente3 ►rf'rc? rrrt test' ..,y b al ocated toyvards the direct 1 it enter,I rar, Pro ralr q 3ev l�rpme ri` (e�ientation cats orm Iezi( nlrabar„ Pro renlai[�ip' Irleitenteaar„ I' . /Pro act Iasa etnent Im lementer Labor- Staff Management Implementer Labor- Staff Supervision Duman Resource Support and Development Implementer Labor-Human Resources Implementer Labor- Staff Development and Training Implementer Benefits-Administrative Labor Implementer Benefits- Direct Implementation Labor Implementer Benefits - Marketing/Advertising/Outreach Labor Implementer Payroll Tax- Administrative Labor Implementer Payroll Tax- Direct Implementation Labor Implementer Payroll Tax-Marketing/Advertising/Outreach Labor Im lementer Pension - Administrative Labor Implementer Pension-Direct Implementation Labor Implementer Pension- Marketing/Advertising/Outreach Labor t f`ar el and Con bife-q 2 l and;Cctnf nce,Tees e '�ssgited with Ln Ieep#er Implementer-Conference Fees P Labor(ezg? Qgram esig, Im lementer Labor- Conference Attendance Pr grant fi� nnen �ri Implementer-Travel—Airfare � � g and Pro ��t�lp� f Implementer-Travel—Lodging Itfidaz �f�are t be�a�loat Implementer-Travel—Meals t arks tic duet fi lmplznitatt' Implementer-Travel—Mileage categ4�i Implementer-Travel—Parkin Implementer-Travel -Per Diem for Misc. Expenses Overhead(General and Administrative)-Labor and Materials Implementer Equipment Communications Implementer Equipment Computing Implementer E ui ment Document Re roduction Southern California Edison Company Page: 22 City of Huntington Beach V 1.5 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work. The costs reported should be only for costs actually expended. Any financial commitments are to be categorized as commitments. If the reporting entity does not have a cost as listed on the cost reporting sheet,then no cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM. If there is a desire to include additional Allowable Cost elements,the CPM should be contacted in order to seek approval from the CPUC. 3/30/2006 Cost Categories Allowable Costs Implementer Equipment General Office Implementer Equipment Transportation Implementer Food Service Implementer Office Supplies Implementer Postage Implementer Labor-Accounting Support Implementer Labor-Accounts Payable Implementer Labor- Accounts Receivable Im lementer Labor-Facilities Maintenance Implementer Labor-Materials Management Implementer Labor—Procurement Implementer Labor- Shop Services Implementer Labor—Administrative Implementer Labor-Transportation Services Implementer Labor—Automated Systems Implementer Labor—Communications Implementer Labor- Information Technology Implementer Labor—Telecommunications Marketing/Advertising/Outreach Cost Category Implementer-Bill Inserts Implementer—Brochures Implementer-Door Hangers Implementer-Print Advertisements Implementer-Radio Spots Implementer-Television Spots Implementer-Website Development Implementer Labor—Marketing Implementer Labor-Media Production Implementer Labor-Business Outreach Implementer Labor- Customer Outreach Im lementer Labor- Customer Relations Direct Implementation Cost Cate o Financial Incentives to Customers Activity-Direct Labor Implementer Labor-Facilities Audits Implementer Labor—Curriculum Development Im lementer Labor-Customer Education and Training Implementer Labor-Customer Equipment Testing and Dia nostics Installation and Service—Labor Southern California Edison Company Page: 23 City of Huntington Beach V 1.5 Allowable Costs Table The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer- funded energy efficiency work. The costs reported should be only for costs actually expended. Any financial commitments are to be categorized as commitments. If the reporting entity does not have a cost as listed on the cost reporting sheet,then no cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM. If there is a desire to include additional Allowable Cost elements,the CPM should be contacted in order to seek approval from the CPUC. 3/30/2006 Cost Categories Allowable Costs Implementer Labor-Customer Equipment Repair and Servicing Implementer Labor-Customer Equipment Repair and Servicing IDirect Im lementation Iardware and 1Vlaterials Implementer-Direct Implementation Literature Im lementer-Education Materials Im lementer-Energy Measurement Tools Implementer-Installation Hardware Implementer-Audit Applications and Forms Rebate Processing and Inspection- Labor and Materials Implementer Labor- Field Verification Implementer Labor-Rebate Processing Implementer- Rebate Applications Southern California Edison Company Page: 24 City of Huntington Beach V 1.5 Appendix C: Billing Schedule Huntington Beach - Appendix C.xls Southern California Edison Company Page: 25 City of Huntington Beach V 1.5 u .tractor, �< u ��: �� � ���•� 2����� a on � 1�, o a rogl'am;,. Task .». . Iabar , xpenses ,is..., Expenfesost T•a y k I Pro p r Ramu am- ' a ,. .... Y Task 1 Not-to-Exceed°Bud et IricludedAn Task2•and Task 3 Tas-k2"_.S'trate is Plan Goal 5„• ,. Develop local govemment energy efficiency resources plan and program documents a.x_ 2A. Provide energy efficiency services for energy efficiency pilot programs $10,000 $190,000 $200,000 2B. Develop Ener Efficienc Pro'ect Im lementation Guidebooks , $10,000 $190,000 $200,000 „a " , �.......O_._. - 4b0T D00 Task 3 Tnvarcrn.,`"and Re"ortui 1 T Thsk 3 N049 Exceed Bud et >. Inc uded ni ask 2" Task Ram Jlovvn and Shut1Down Pro iram „ ' e Task,4"Not�to-Exceed B'u et" Inclndcl in Task 2' T4s k 5 �Su6 it V 1 n 07"ra rain r Task S Not-to=Ezeeed Bud et Included m Task 2 All a >.• 2U,U00="` $0 $ 8tI,Q0(I '; 400 0Qb»`'1 'Grand TotalAll Tasks " , ` Notes: 1) Labor: Implementer shall invoice SCE at the fixed hourly rates for the applicable labor categories stated in the Contract for time spent directly engaged in performance of the Work by Implementer's employees. Such fixed hourly rates shall be inclusive of all of Implementer's overhead costs (including all taxes and insurance),administrative and general fees,and profit. 2) Expenses: All reimbursable expenses shall be authorized by SCE in writing prior to the expenditure.Any expenses not so approved by SCE shall not be reimbursed. All expenses shall be charged at cost,without mark-up,and shall be necessary, reasonable and ordinary. a)Material Costs: Material costs shall be substantiated with an invoice stating the unit price,quantity,and other information as required to b)Subcontract Labor Costs: Subcontracted Work shall be charged at the hourly rates actually paid by Implementer, not to exceed the hourly rates set forth in the Contract for Work performed by the Implementer.Implementer shall provide Subcontractor invoices for any Implementer's invoice c)Out-of Pocket expenses: Miscellaneous costs such as telephone communications,routine copying,electronic mail,facsimiles,computer time d)Travel Costs: Approved air travel costs shall in no case exceed economy or coach fare,whichever is reasonably available.Automobile travel from Implementer's office to the Jobsite and to SCE's general offices shall be paid at the fixed mileage rate stated in the Contract,or if not stated, at SCE's rate for SCE employees. 3) Changes in the Not to Exceed Budget for Tasks highlighted in grey require a change order. All other changes in the budget require written authorization from the CPM. Southern California Edison Company Page: 26 ATTACHMENT #3 STRATEGIC PLAN MENU TEMPLATE _.. &rate`ic Plan Menu;,Information low 'Implementation Plan Proposal fi Local Government." ` Scope ' Partnership Strategic Plan of Work to address the Protected Name Goal,lumber .=SXrategy „} M nuLlp ,-Menu;Optiom Goal., ';. Deliverables Milestones Time Line End Point Budget 1.1 — Adopt,codes,ordinances, Case studies, RFP for professional standards,guidelines or programs Implement leading marketing collateral services to create 1.1.6-create edge energy policies and a comprehensive this marketing plan that encourage,or require'-building educational Create educational for items under business case for tailored for Orange performance that exceeds state" program for elected program for elected management control, energy/climate County elected requirements.The focus should be officials& officials&stakeholders build the business policies that lead to officials and on using existing models,or if there stakeholders to to build support for case for extending adoption in both stakeholders. is something new and unique that it demonstrate value planned those same policies management and Implementation Orange Support Goal 1 of planned policies. energy/climate to jurisdictional jurisdictional control schedule to be over County 4 be replicable.and 1.2 And 1.2.1 policies. control areas. spheres of influence. a 2 yr period. 9/30/2010 30-Jun-12 $81,263 These strategies are the culmination of a campaign to lead with energy policies under management control to build support for energy policies under jurisidictional control as part of competitive application. ATTACHMENT #4 MEMORANDUM OF UNDERSTANDING BY AND AMONG PARTICIPATING ENTITIES IN THE ORANGE COUNTY CITIES SOUTHERN CALIFORNIA EDISON ENERGY EFFICIENCY STRATEGIC PLAN GRANT /� This Memorandum of Understanding("MOU") is made and entered into on ¢tu&asr 0/ , 2011, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, and the cities of Fountain Valley, Westminster and Costa Mesa. The foregoing entities may sometimes be referred to as "the Parties." WHEREAS, the Parties jointly applied for Orange County Cities Southern California Edison Energy Efficiency Strategic Plan Grant (OCC SCE EESPG) funding to support the State Level Energy Policy Goals; and The Grant required that a single city take the lead role in securing these grant funds and contracting with Southern California Edison ("SCE"); and The parties desire to enter into this MOU to describe the relationships between the participating cities to achieve the goals and objectives proposed by the cities to Southern California Edison in support of the California Efficiency Strategic Plan. NOW, THEREFORE, the Parties do hereby agree as follows: l. PURPOSE. The purpose of this Agreement is to guide the procurement, deliverables and reimbursement activities between the Parties. 2. TERM. This MOU will become effective when any two local public entities have (1) duly approved and executed the Agreement, and (2) delivered their first annual membership dues to the fiscal sponsor. 3. PROPOSED ACTIVITIES AND BENEFITS. The Mission of OCC SCE EESPG is to secure and utilize SCE grant funding to create model Orange County-focused state-of-the-art energy policies, programs and procedures. The tasks to be accomplished through the cooperative managing this Grant are: A. Establish "Utility Bill Manager" software that enables cities to track and control utility costs and energy use. B. Develop model local government facility energy policies, adapt those policies to participating cities and present them for adoption. 10-2696.001/63303 Page 1 of 6 C. Engage with stakeholders throughout the process. D. Establish a Local Government Energy Management Services Program (LGEMSP)to provide as needed a fee for service energy management services to sister agencies in the public sector. 4. STRUCTURE AND GOVERNANCE. For ease of formation and administration, and to maintain flexibility, the Parties to this MOU will be an unincorporated association of local public entities whose membership benefits and responsibilities are governed by the terms of this MOU, including the statement of work set forth in Appendix A and budgets set forth in Exhibit B, both of which are incorporated by reference. Decision-making will be made by a majority vote of the Grant Management Governing Board. The Grant Management Governing Board shall be comprised of one staff level representative from each Party to this MOU. Procurement of the contracted services shall be through group purchasing with funds reserved for each local government for customization of the work products. Invoicing for staff time and materials shall not exceed the budgeted amounts in Appendix B, and invoices and SCE-required backup documentation will be presented to the City of Huntington Beach for reimbursement. The City of Huntington Beach will then receive reimbursement from SCE. 5. FISCAL RESPONSIBILITY. The City of Huntington Beach is the prime contractor with SCE for the grant funds and is responsible for coordinating all aspects of this Grant at the direction of the Grant Management Governing Board. 6. TERMINATION AND WITHDRAWAL. This MOU may be terminated by a majority vote of the Grant Management Governing Board with or without cause. Any Party to the MOU may withdraw from this Agreement upon thirty (30) days written notice to the other members. 7. ASSIGNING AS BREACH. No Party shall encumber, assign or otherwise transfer this MOU, or any right or interest in this MOU, without the express written consent of all the other Parties. Any encumbrance, assignment or transfer, without the prior written consent of all the other Parties, whether it be voluntary or 10-2696.001/63303 Page 2 of 6 involuntary, by operation of law or otherwise, is void and shall, at the option of the other Parties, terminate this MOU. 8. CUMULATIVE REMEDIES. The remedies given to the Parties in this MOU shall not be exclusive, but shall be cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere provided in this MOU. 9. WAIVER OF BREACH. The waiver by any Party of any breach by any other Party of any of the provisions of this MOU, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such breach or a waiver of any subsequent breach by any Party either of the same or another provision of this MOU. 10. NOTICES. Any written notice, given under the terms of this MOU, shall be either delivered personally or mailed, certified mail, postage prepaid, addressed to the Party concerned, as follows: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 City of Fountain Valley 10200 Slater Avenue Fountain Valley, CA 92708 City of Westminster 8200 Westminster Blvd. Westminster, CA 92683 If a Party desires to change the address for notices, such Party will provide 30 days advance written notice to the other Parties of any such change. 11. ATTORNEY'S FEES. In the event suit is brought by any Party to enforce the terms and provisions of this MOU or to secure the performance hereof, each Party shall bear its own attorney's fees. The prevailing Party shall not be entitled to recover its attorney's fees from the non-prevailing Party. 12. CONTROLLING LAW AND VENUE. The rights and liabilities of the Parties, and the interpretation and construction of this MOU, shall be determined in 10-2696.001/63303 Page 3 of 6 accordance with the laws of the State of California. Any controversy arising out of or under this MOU, if litigated, shall be adjudicated in a court of competent jurisdiction in Orange County, California. 13. HOLD HARMLESS. Each Party to the Agreement shall protect, defend, indemnify and hold harmless each other Party, its officers, officials, employees, and Agents from and against any and all liability, loss, damage, expenses, costs (including without limitation, costs and fees of litigation of every nature) arising out of or in connection with performance of this MOU or its failure to comply with any of its obligations contained in this MOU except such loss or damages which was caused by the sole negligence or willful misconduct of any Party. 14. NONLIABILITY OF CITY OFFICIALS, EMPLOYEES OR AGENTS. No elected or appointed City or City affiliated Board, Commission or members thereof, or officer, official or employee or agent of any city which is a Party to this Agreement shall be personally liable to any other Party for any default or breach by any city which is a Party to this MOU or for any amount which may become due or for any obligation of any city under this MOU. 15. MOU IN WRITING. This MOU contains and embraces the entire Agreement between the Parties hereto and neither it nor any part of it may be changed, altered, modified, limited or extended orally or by any other Agreement between the Parties unless such Agreement be expressed in writing, signed and approved by all other Parties to this MOU. 16. PARTIAL INVALIDITY. Should any provision of this MOU be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this MOU shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the Parties hereto are not materially impaired. 17. COUNTERPARTS. This MOU may be executed in counterparts, each of which is an original and all of which constitutes one and the same instrument. 18. ENTIRETY. The foregoing sets forth the entire Agreement between the Parties. 10-2696.001/63303 Page 4 of 6 IN WITNESS WHEREOF, the Parties hereto have caused this MOU to be executed by and through their authorized officers of the day, month and year first written above. CITY OF HUN GTON BEACH yor TTEST: City erk REVI r AND APPROVED: A OVED AS TO FORM: Cit / a ger City Attorney CITY OF COSTA ESA V Mayor ATTEST: qiClerk REVIEWED AND APPROVED: APPRO TO ORM: z/Ull/ )7r' City Manager tity A to y 10-2696.001/63303 Page 5 of 6 CITY OF FOUNTAIN VALL/t ;/L Mayor ATTEST: ea- � City berk REVIEWED AND APPROVED: APPROVED AS TO FORM: ity anager City Attorney CITY OF WESTMINSTER a • J Mayor T: City Clerk REVIEWED AND APPROVED: APP ED AS TO FORM: xv City/lVllager City Attoir� y 10-2696.001/63303 Page 6 of 6 ATTACHMENT #5 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DIGITAL ENERGY, INC FOR LOCAL GOVERNMENT FACILITY ENERGY POLICY THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and Digital Energy, Inc, a Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to implement the Local Government Facility policy tasks funded by SCE's Strategic Plan solicitation; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Jai Agaram who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/swfnet/professional svcs mayor 1 of 11 12/07 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on iqV—ln 1Ld7- D/ , 20 // (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than two (2) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed One hundred forty four thousand Dollars ($144,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake agree/surfnet/professional Svcs mayor 2 of I I 12/07 such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. b. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any agree/surfnet/professional Svcs mayor 3 of 11 12/07 insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect agree/surfnet/professional svcs mayor 4 of 11 12/07 Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance. subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. agree/surfnet/professional Svcs mayor 5 of 11 12/07 CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. agree/surfnet/professional Svcs mayor 6 of 11 12/07 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Digital Energy ATTN: Aaron Klemm ATTN: Jai Agaram 2000 Main Street 128 Auburn Ct: Ste 106 Huntington Beach, CA 92648 Westlake Village, CA 91362 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. agree/surfnet/professional svcs mayor 7 of 11 12/07 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be agree/surfnet/professional sves mayor 8 of 11 12/07 curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. agree/surfnet/professional svcs mayor 9 of I I 12l07 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. CONSULTANT's initials XI 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. a;ree/surfnet/professional Svcs mayor 10 of 1 1 12/07 29. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. CONSULTANT, CITY OF HUNTINGTON BEACH, a Jai Agaram municipal corporation of the State of COMPANY NAME California Digital Energy, Inc. � Mayor By: Jairam print n City Clerk ITS: (circle one)Chairman esiden ice President INITIATED AND APPROVED: A By: ' City Manager print nam ay/ChiITS: (circle one cre ef Financial Offtcer Asst. REVIEWED AND APPROVED: Secretary-Treasurer City Manager COUNTERPART APPROVED AS TO FORM: City Attorney Dko 0 3ol i$ agree/surfnet/professional Svcs mayor 11 of 11 12/07 29. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. CONSULTANT, CITY OF HUNTINGTON BEACH, a Jai Agaram municip corporati of the State of COMPANY NAME C Digital Energy, Inc. May By: print name y Clerk ITS: (circle one)Chairman/President/Vice President . . . ... . . . . . INIT AND APPROVED: AND By: Ci nage print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer REV AND APPROVED: i COUNTERPART ty Manager APPROVED AS TO FORM: City Attorney DYo uk3ol tt agree/surfnet/professional svcs mayor 1 I of 11 12/07 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CTI Y'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Consultant shall provide professional services with limited city staff support to:research and develop model Orange County comprehensive local government energy and sustainabihty policies;customize polices for each Partner City; educate stakeholders and elected officials; and assist in presenting policies to Councils, selected Executives and Community Leaders to recommend adoption for the Partner Cities. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Consultant's scope of work shall be generally as detailed in the City of Huntington Beach issued RFP dated 4/22/2011. The overall program purpose is to provide Model Policy, Customized Policy, and Educational Outreach for each of the four domains described in the RFP. The RFP Scope of Work is attached herewith as Attachment-l. 2. Meet with City of HB program manager to understand the big picture of key leads and stakeholders,organizational boundaries, existing City owned energy using facilities, existing policies and procedures and process involved in review and adoption of new programs and policies. 3. Formulate "domain challenges and opportunities" that would lead to brain-storming of ideas, options, and action plans. Organize joint workshops with all City leads assembled over a 4-hour day on one or more days as required to engage in a productive session. 4. Research, analyze and develop an information base for case studies and examples of accomplishments at similar city and county governments. In addition, gather city specific data for the four cities. Data collection will include readily available information on City projects,programs, facilities, energy usage and budgets. The purpose of data collection is to have the information base ready and available for any analyses or illustration of examples related to impact of policy changes. 5. Develop case studies, guidelines, policy documents and provide opportunity for various City stakeholders to comment; development of supporting models (e.g., Life Cycle Cost Analysis), or policy papers on each of the items noted in the scope of work. This includes such items as commissioning guidelines and how they need to be applied, the overall high level process in capital project design to deliver high-performance buildings far exceeding performance over Title-24, guidelines for development of the Owners Project Requirements, and so on. 6. Organize discussion workshops where the draft documents can be discussed and complex issues and.policies that are common to all city governments are brain-stormed. 7. Attend individual meetings with City goversunent leads to customize certain aspects of the policies or applicable documents as needed. 1 of 3 8. Finalize the policy, approach, and guidance documents related to each of the domains for presentation to the City Council members. 9. Attend City Board discussions as required to ensure safe passage of new measures recommended. Finally, revise the documents based on Council comments and recommendations at each City. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Provide readily available information on City energy use history, Capital programs, O&M practices, existing policies and guidelines, and available data on City businesses and demographics. �`articipate in brain-storming discussions related in the workshops organized to discuss various policies 3. Review draft documents, ideas and opportunities presented during the performance of work 4. Assist in identifying key stakeholders who will be closely associated with the review and approval of various policies that will shape near term and short term programs at each participating City 2 of 3 D. WORK PROGRAM/PROJECT SCHEDULE: TASK NAME DURATION START FINISH Kick off Meeting HB Program I day Mon 7/13/11 Mon 7/13/11 Manager Detailed activity plan development 12 days Tue 7/13/11 Fri 7/ 55/11 Development of workshop 14 days Mon 7/25/11 Thu 8/11/11 discussion/brain-storm material First"All hands"workshop City Leads 1 day Fri 8/12/1 I Fri 8/12/1 I Domain-1 Related 56 days Mon 8/15/11 Mon 10131/I 1 analyses/research Domain-I Related draft guidelines 28 days Tue I1/l/l I Thu 12/8/11 &policy documents Domain-1 "All hands"workshop City Leads I day Fri 12/9/1 I Fri 12/9/11 Domain-1 Customization for each 21 days Mon 12/12/11 Mon 1/9/12 city Domain-2 Related analyses 45 days Mon 8/15/11 Fri 10/14/11 Domain-2 Related draft guidelines 28 days Mon 10/17/11 Wed 11/23/11 &policy documents _ Domain-2"All hands"workshop City Leads 1 day Thu 11/24/11 Thu 11/24/11 Domain-2 Customization for each 21 days Fri 11/25/11 Fri 12/23/11 City Domain-3 Related analyses 45 days Mon 8/15/11 Fri 10/14/11 Domain-3 Related draft guidelines 28 days Mon 10/17/1 I Wed l 1/23/11 &policy documents Domain-3 "All hands"workshop City Leads 1 day Thu 11/24/11 Thu 11/24/11 Domain-3 Customization for each 1 days Fri 11/25/11 Fri 12/23/11 Citv Domain-4 Related analyses 56 days Mon 8/15/11 Mon 10/31/11 Domain-4 Related draft guidelines 28 days Tues 1/10/12 Thu 2/16/12 &policy documents _ Domain-4"All hands"workshop City Leads I day Fri 2/17/12 Fri 2/17/12 Domain-4 customization for each 21.days Mon 2/20/12 Mon 3/19/12 City Additional follow up research on 7 days Tue 3/20/12 Wed 3/28/12 comments received Second draft of guidelines&policy 7 days Thu 3/29/12 Fri 4/6/12 documents _ City stakeholder presentations 14 days Mon 4/9/12 Thu 4/26/12 Final model guidelines,models& 14 days Fri 4/27/12 Wed 5/16/12 policy documents Final customization for each City 28 days Thu 5/17/12 Mon 6/25/12 3 of 3 s EXHIBIT "B" Payment Schedule(Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set zn forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; 13) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the. work has been performed in accordance with the provisions of this Agreement; and 1 ) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons For non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B ATTACHMENT #6 ' CITY OF HUNTINGTON BEACH Professional Service Approval Form a PART Date: 6/29/2011 Project Manager Name: Aaron Klemm Requested by Name if different from Project Manager: Department: City Manager PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Implement SCE grant to develop state of the art energy policies for 4 Orange County Cities. 2) Estimated cost of the services being sought: $ 144,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) ❑ Yes ® No 5) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted: 80787006.69365 $ $ 6) Check below how the services will be obtained: ® A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b) —Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08 — Contract Limit of$30,000 or less exempt procedure will be utilized. epartmen e�m Signat D to D or o Fin ce's Signature D to Deputy ityManager's Signature IDaie APPROVED E IED ❑ f ity`1Vlanager's Signature Date ATTACHMENT #7 *r g. CITY OF HUNTINGTON BEACH Professional Service Approval Form PART II Date: 6/29/2011 Project Manager: Aaron Klemm Requested by Name if different from Project Manager: Department: City Manager PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & II MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Digital Energy 2) Contract Number: ADM 01101800 (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $ 144,000 4) Is this contract less than $50,000? ❑ Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? [:] Yes ❑ No 6) Is this contract over $100,000? ® Yes ❑ No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ® Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. f2 3D 11 irector of finance (or designee) Signature date ATTACHMENT #8 DATE(MM/DD/YYYY) ACORD - CERTIFICATE OF LIABILITY INSURANCE 7,1s,2011 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE KRONEMANN INSURANCE AGENCY HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2814 Camino Dos Rios #409 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Newbury Park, CA 91320 INSURERS AFFORDING COVERAGE NAIC# INSURED DIGITAL ENERGY INC. INSURER A: Truck Insurance Exchan e 128 Auburn Court, Suite 106 INSURER B: Farmers Insurance Exchange WESTLAKE VILLAGE, CA 91362 INSURER C: Phalidelphia Insurance Com an INSURER D: INSURER E. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE POLICY EXPIRATION L" rvsso TYPE OF INSURANCE POLICY NUMBER DATE MM/DD/YY DATE WMI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2 ,000 ,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES E.o—Narce) $ 2 000 CLAIMS MADE [X_I OCCUR MED EXP(Anyone person) $ A X 601495859 09/21/10 09/21/11 1 PERSONAL &ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4 ,000,000 GEN'L AGGREGATE LIM PRO- IT APPLIES PER: PRODUCTS -COMP/OP AGG $ POLICY JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT(Ea accident) $ 1,000,000 ANY AUTO ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ A X HIRED AUTOS 601495859 09/21/10 09/21/11 BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ X'OCCUR CI.-I MS,MADE AGGREGATE $ 1 000 000 09242083 09/21/10 09/21/11 $ A X DEDUCTIBLE $ RETENTION $ 9 S I $ WC STATU- OTH- WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS' LIABILITY E.L.EACH ACCIDENT $ ANY cRiEroarcaRFNEwExEcurivE FFiCERiMEMBER—LUDED1 E.L.DISEASE -EA EMPLOYEE $ Ifyes,describe under SPECIAL PROVISIONS below E.L.DISEASE -POLICY LIMIT $ C OTHER Prof Liability PDSD344799 07/13/11 07/13/12 Claims made $1,000,000 Aggergate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS A ED A O FO IFE Mc TH, i ome CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF HUNTINGTON BEACH-CENTRAL DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN SERVICES DIVISION NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 2000 MAIN STREET IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON TH SURER, ITS AGENTS OR HUNTINGTON BEACH, CA 92648 REPRESENTATIVES. ATTN:SAA-JANET LOCKHART AUTHORIZED REPRESE ACORD 25(2001108) ©ACORD CORPORATION 1988 Client#: 5375 DIGITENER AC®RDT. CERTIFICATE OF LIABILITY INSURANCE 0DATE(MMIDDN 6129/2011 '"Y' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey,Renton&Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O.Box 10550 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Santa Ana,CA 92711-0550 714 427-6810 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA: American Automobile Ins.CO. Digital Energy, Inc. INSURER B: 128 Auburn Court,Suite 106 INSURER C: Westlake Village,CA 91362 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' POLICY EFFECTIVE POLICY EXPIRATION LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MM/DD/YY DATE MM/DD/YY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGES(RENTED $ P'REMISES Ea occurrence) CLAIMS MADE ❑OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO- LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY yy p AUTO ONLY-EA ACCIDENT $ ANY AUTO Ar� VED AS FOM EA ACC $ OTHER THAN F * AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY d IFE.�MCG .ATH,City o JJJMey EACH OCCURRENCE $ OCCUR ❑CLAIMS MADE / J/ AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ A WORKERS COMPENSATION AND WZP80985529 09/01/10 09/01/11 X. WC STM OTH- EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Re:All Operations as pertains to named insured. CERTIFICATE HOLDER CANCELLATION Ten Day Notice for Non-Payment of Premium SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City Of Huntington Beach- DATE THEREOF,THE ISSUING INSURER WILL XR)0MR5(R MAIL I.0_ DAYS WRITTEN Central Services Division NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,XXXR94Wj0D0VAXX300Mx 2000 Main St. Rm>saxr�xcxs�xxRx>�aaxxxvaxx euoxte�xxec�cacxxx�>�Rxoaxxacxx Huntington Beach,CA 92648 RRIRxo�wxRx AUTHORIZED REPRESENTATIVE ACORD 25(2001/08)1 Of 1 #M274090 TMN O ACORD CORPORATION 1988 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause"needs to be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement forms a part of Policy No. WZP80985529 Issued to: Digital Energy, Inc . By: American Automobile Ins . Co. Premium (if any)TBD We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2-5% of the California workers compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description City of Huntington Beach - Central Services Division 2000 Main St . Huntington Beach, CA 92648 WC 04 03 06 Countersigned by (Ed.4-84) Authorized Representative ATTACHMENT #9 List of Bidders for Local Government Facility Energy Policy RFP Zinner Consultants John Zinner 528 215Y Place Santa Monica, CA 90402 310-319-1131 The Cadmus Group Edward Miller 1555 Wilson Blvd.Ste. 300 Arlington, VA 22209 703-247-6104 Digital Energy Jai Agaram 128 Auburn Court Ste 106 Westlake Village, CA 91362 805-374-1777 ATTACHMENT # 10 Memorandum of Understanding THE CALIFORNIA LONG-TERM ENERGY EFFICIENCY STRATEGIC PLAN (CEESP) MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF LOS ANGELES AND THE CITY OF HUNTINGTON BEACH Whereas Los Angeles County (County) and the City of Huntington Beach (Huntington Beach) desire to mutually attain energy efficiency implementation goals throughout the southern California region using funding made available to both by Southern California Edison as authorized by the California Public Utilities Commission; and Whereas pursuant to Decision 09-09-047,the California Public Utilities Commission (CPUC) authorized Southern California Edison ("SCE") to conduct strategic plan activities centered on energy efficiency and addressing the "Big, Bold" strategies and related local government goals found in the CPUC's CEESP1; and Whereas based on this authorization, SCE conducted a solicitation seeking to fund activities that would lead to long-term, sustainable changes as opposed to short-term initiatives that would cease to exist once the funding had ended; and Whereas under SCE's solicitation the County has been awarded funding for the expansion of the Enterprise Energy Management Information System (EEMIS Expansion),which is owned and operated by the County, and which meets the CEESP intent that local governments lead by example; and Whereas under SCE's solicitation the County has been awarded funding to provide support for local governments in developing and implementing energy efficiency programs by developing a local government energy efficiency resources plan and energy efficiency program documents (Local Government Energy Efficiency Resources Plan) which meets the CEESP intent that energy efficiency becomes widespread and typical among local governments; and Whereas, Southern California Edison (SCE) has awarded funding to the Huntington Beach to implement activities that achieve the goals set forth in the California Long-Term Energy Efficiency Strategic Plan (CEESP) for implementation of an online municipal utility manager and to develop and implement projects using the energy efficiency resources plan and energy efficiency program documents both for the City and for neighboring cities within Orange County; NOW THEREFORE; The Parties agree to the following Memorandum of Understanding: I. General Provisions A. The Parties to this Memorandum of Understanding are the County of Los_Angeles and the City of Huntington Beach. B. The Parties agree that all work contemplated under this Memorandum of Understanding must be consistent with the terms of Agreement governing CEESP funding between Southern Please go to www.califomiaenergyefficienc,/.com for a copy of the CEESP. 1 California Edison and the City of Huntington Beach and between Southern California Edison and Los Angeles County. C. The terms contained herein shall commence with the approval of this Memorandum of Understanding by all Parties through the end of the CEESP program defined under Decision 09- 09-047 (currently scheduled for October 31, 2012). The end of the CEESP Program may be impacted by any other relevant CPUC Decision. D. Should Huntington Beach or any participating cities in Orange County elect to participate in EEMIS Expansion or the Local Government Energy Efficiency Resources Plan beyond the scope of this Memorandum of Understanding (e.g., long-term commitment), a separate agreement will be developed by the parties which will govern the terms and conditions of that commitment. II. Responsibilities of each of the Parties _o Inty of Los Angeles—EEMIS Expansion (Scope of all of the responsibilities below are generally below and as defined in the Agreement between SCE and the County) 1. Training — LA County will provide monthly EEMIS training sessions for participating Huntington Beach COGS and other cities in Orange County(participants). 2. Consulting — LA County will provide a technical resource team to meet with Huntington Beach, participants' energy managers, building management staff, and other resources to help develop their facilities' scope of work for implementation onto EEMIS. 3. System Configuration — LA County will ensure that equipment, operating system, and data communications environment is configured, operated, and maintained in accordance with EEMIS software and hardware manufacturers' prescribed requirements. 4. Database Administration — LA County will administer the EEMIS software database, including host equipment and software components. 5. Service Administration— LA County will administer system and software support activities at a central source. B. County of Los Angeles- Local Government Energy Efficiency Resources Plan (Scope of all of the responsibilities below are generally described below and as defined in the Agreement between SCE and the County) 1. LA County will develop a coordination plan for all local government energy efficiency resource activities and develop an energy efficiency resources plan for participants. 2. LA County will develop recommendations for an organizational structure that can provide energy efficiency services to participants beyond the end of the CEESP program. 3. LA County will provide program documents and energy efficiency assessments and/or audits to participants for energy efficiency pilot projects. 4. LA County will develop an initial list of municipal buildings and energy efficiency pilot projects using existing analyses, audits, or other previous work, and a preliminary budget. 5. LA County will develop procurement, financing and implementation documents for each project on the final SCE approved list of energy efficiency pilot projects. 6. LA County will solicit and execute agreements with contractors for all or part of the responsibilities contained in this Section. 7. LA County will develop, manage and submit deliverables associated with the administration of the Local Government Energy Efficiency Resources Plan grant funding as defined in the Agreement between SCE and the County and in the Agreement between SCE and Huntington Beach. 8. LA County will submit a monthly invoice to Huntington Beach for expenses conducted by contractors in support of the Local Government Energy Efficiency Resources Plan. 2 C. Huntington Beach (Scope of all of the responsibilities below are generally described below and as defined in the Agreement'between SCE and Huntington Beach). 1. Provide a point of contact to the County for both tasks (EEMIS Expansion and Local Government Energy Efficiency Resources Plan). 2. Participate in the development of a Program Management Plan (PMP) for both the EEMIS Expansion and Local Government Energy Management Resources Plan. This is intended to assess the feasibility of completing both tasks' PMPs. 3. Participate, and encourage participation by other cities in Orange County, in EEMIS Expansion and Local Government Energy Efficiency Resources Plan promotional activities, workshops,training events, orientation meetings, etc. 4. Obtain, generate and maintain data requested by the County regarding Huntington Beach and other cities in Orange County municipal building energy usage, other facility technical information, and potential energy efficiency project information which are to be used solely for the implementation of EEMIS Expansion and Local Government Energy Efficiency Resources Plan tasks. 5. Manage scope of work, tasks, schedule, budget and other requirements for EEMIS Expansion and Local Government Energy Efficiency Resources Plan as defined in the Agreement between SCE and Huntington Beach for these tasks. 6. Submit payment to LA County after receipt of invoice for contractor's services in support of the Local Government Energy Efficiency Resources Plan and within the scope of work contained in the Agreement between SCE and Huntington Beach. I For the County of Los Jes Signed: Date: Cam % -2—n!/ For the City ington Beach Signed: f II/V red A. Wilson, City Manager Date: August 2, 2011 APPROVED AS TO FORM: �G City Attorney bVo G(3d1�1 3 ATTACHMENT # 11 EEMIS list of bidders: Los Angeles County Howard Choy HP/EYP 1100 North Eastern Ave Yigit Bulut Los Angeles, CA 90063 621 Hawaii 323-267-2006 El Segundo, CA 90245 310-297-4679 McKinstry Essention, Inc. Patty Anderson Enernoc 5005 Third Ave South Charlotte Wagner Seattle, WA 98134 10 Corporate Part, Ste 120 206-832-8074 Irvine, CA 92606 949-851-2400 Energy CAP Jon Heinz 110 Radnor Road Ste. 101 State College, PA 16801 877-327-3702 x 28 Village Green Global Jude Elledge 18101 Von Karman Ave, 3rd Floor Irvine, CA 92612 949-338-9693 Schneider Electric Shahin Rokni 951-768-2432 Shahin.rokni@us.schneider-electric.com Controlco Andy McMahon 18 Technology Ste 130 Irvine, CA 92618 949-378-6149 Southern California Telephone& Energy 27515 Enterprise Circle West Temecula, CA 92590 800-840-6673 ATTACHMENT # 12 EEMIS interns list of bidders: Luna Energy Corporation 9651 Royal Palm Blvd Garden Grove, CA 92841 949-484-9634 Vitesse Recruiting&Staffing, Inc. 131 N.Tustin Ave.Ste. 119 and 159 Tustin, CA 92780 714-210-5959 HB Staffing 2120 Main St. Ste 250 Huntington Beach, CA 92648 714-960-2800 City ®f Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov v 77 Office of the City Clerk 1909� g Joan L. Flynn, City Clerk August 22, 2011 Southern California Edison Attn: Bernard Adebayo-Ige 1515 Walnut Grove Ave., 2C2-05 Rosemead, CA 91770 Dear Mr. Adebayo-Ige: Enclosed please find three original, executed "California Energy Efficiency Strategic Plan Implementation Contract" for both Phases 1 and 2; and four original, executed "Memorandum of Understanding by and Among Participating Entities in the Orange County Cities Southern California Edison Energy Efficiency Strategic Plan Grant." Upon complete execution by all entities, please return a complete copy to: Joan L. Flynn City Clerk 2000 Main Street Huntington Beach CA 92648 Feel free to contact me if there are any questions or concerns at (714) 536-5404. Thank you very much for your assistance. Sincerely, Joan L. Flynn, CIVIC City Clerk i JF:pe Enclosures G:followup:agrmtltr Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand City Of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 o www.huntingtonbeachca.gov Office of the City Clerk ® Joan L. Flynn, City Clerk October 19, 2011 Los Angeles County Internal Services Dept. ATTN: Howard W. Choy, Division Manager Facilities Operations Service Energy Management Division 1100 North Eastern Ave. Los Angeles, CA 90063 Dear Mr. Choy: Enclosed please find two original "The California Long-Term Energy Efficiency Strategic Plan (CEESP) Memorandum of Understanding Between the County of Los Angeles and the City of Huntington Beach." Upon execution by the County, please return one complete original to: Joan L. Flynn City Clerk 2000 Main Street Huntington Beach CA 92648 Your attention to this matter is greatly appreciated. Sincerely, Joan L. Flynn, CIVIC City Clerk JF: pe Enclosure: Agreements G:fo l lowup:agrrntltr Sister Cities: Anjo,Japan ♦ Waitakere, New Zealand Of LOS ANC County of Los Angeles x a INTERNAL SERVICES DEPARTMENT x 1100 North Eastern Avenue a CALIFO RN�P Los Angeles, California 90063 TOM TINDALL Telephone: (323)267-2006 Director FAX: (323)260-5237 "To enrich lives through effective and caring service" October 31, 2011 Joan L. Flynn City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Ms. Flynn: Enclosed is the original signature of the California Long-Term Energy Efficiency strategic Plan (CEESP) Memorandum of Understanding between the County of Los Angeles and the City of Huntington Beach. If you have any questions, please contact me at (323) 267-2006 Very truly yours, Ho"Manager GeCobility c: Brian Roberts