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HomeMy WebLinkAbout25G - ENERGY EFFICIENCY PROGRAMS REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 7, 2009 TITLE: APPROVED ENERGY PARTNERSHIP AGREEMENT WITH ? As Recommended SOUTHERN CALIFORNIA EDISON TO ? As Amended DELIVER ENERGY EFFICIENCY PROGRAMS ? Ordinance on 15t Reading ? Ordinance on 2id Reading AND EDUCATION ? Implementing Resolution ? Set Public Hearing For f ~ CONTINUED TO ~ ~ FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and the Clerk of the Council to execute the attached agreement with Southern California Edison in the not-to-exceed amount of $1,513,163 to implement energy efficiency programs in the community, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The California Public Utilities Commission has authorized Southern California Edison (SCE), in partnership with cities, to deliver energy efficiency programs to utility customers in SCE's service area. Staff applied for and the City was awarded a partnership with Edison for 2010- 2012 to jointly deliver energy efficiency information, training and materials that would benefit Santa Ana's customers. The partnership will optimize the City's opportunities for achieving short- and long- term energy savings and reduced utility bills, and will assist City residents and businesses in understanding, managing and reducing their energy use and costs. Moreover, the program will show that Santa Ana has made a commitment to energy efficiency and being a leader in energy management practices. SCE has allocated a maximum of $1,513,163 to a three-year partnership with Santa Ana that begins in 2010. The City seeks to leverage existing SCE energy efficiency strategies and programs and to increase participation in those programs. The City's initial focus is expected to include multifamily and business retrofits, bulb and lighting exchanges, community events, training and workshops and building retrofits. It is anticipated that the City will offer and promote energy efficiency activities throughout the City. The exact scope, timeline and working plan of the partnership will be defined once the agreement is in place . 25G-1 Energy Partnership Agreement with SCE December 7, 2009 Page 2 The partnership will begin January 1, 2010 and will end on December 31, 2012. This is the City's second partnership with Edison in delivering energy efficiency information and programs to the community. Due to the success of our initial partnership, the partnership monies have been made available in this funding cycle. ENVIRONMENTAL IMPACT There is no environmental impact to adopting the proposed resolution and in approving the energy efficiency partnership agreement. However, the implementation of energy efficiency programs will enhance our environment by improving air quality, reducing pollution and conserving natural resources. FISCAL IMPACT The Public Utilities Commission has approved a not to exceed allocation of $1,513,163 over the next three years to the partnership agreement. This money will remain with SCE and program costs will be the responsibility of SCE. Raul Godinez Executive Director Public Works Agency 25G-2 AGREEMENT TO JOINTLY DELIVER THE 2010-2012 ENERGY LEADER PARTNERSHIP PROGRAM BETWEEN THE CITY OF SANTA ANA and SOUTHERN CALIFORNIA EDISON COMPANY Dated: , 200 I This program is funded by California utility ratepayers and administered by Southern California Edison under the auspices of the California Public Utilities Commission. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 25G-3 THIS AGREEMENT TO JOINTLY DELIVER THE 2010-2012 ENERGY LEADER PARTNERSHIP PROGRAM (the "Agreement") by and between SOUTHERN CALIFORNIA EDISION COMPANY ("SCE") and the City of Santa Ana (the "City"), which Agreement shall be effective as of January 1, 2010 ("Effective Date"). SCE and the City may be referred to herein individually as a "Party" and collectively as the "Parties." WHEREAS, on July 21, 2008 (and as amended on March 2, 2009), SCE submitted its 2009-2011 Application for Approval of its Proposed Energy Efficiency Program Plans and Public Goods Charge and Procurement Funding Requests to the California Public Utilities Commission (the "Commission"), which application included the Energy Leader Partnership Program in which SCE will partner with cities, counties, and other local government organizations that have a vision for energy efficiency sustainability and a desire to provide energy efficiency leadership to their communities; WHEREAS, on July 2, 2009, SCE amended its aforementioned application to the Commission, requesting approval of an extended 2010-2012 Program cycle for its proposed plans and funding requests, including the Energy Leader Partnership Program; WHEREAS, on September 24, 2009, the Commission authorized certain energy efficiency programs, including the Partnership's Energy Leader Partnership Program for the 2010-12 program cycle (the "Program"); WHEREAS the City has expressed a commitment, and has qualified, to participate in the Program, allowing the City to demonstrate energy efficiency leadership in its community while helping residents and businesses achieve sustainable reductions in energy use within SCE's service territory; WHEREAS, the City, on November 5, 2007, passed, approved and adopted a Resolution supporting and endorsing the Program, approving the City as a Program participant with SCE, and authorizing execution of a Partnership Agreement, in substantially similar form as this Agreement; and WHEREAS, the Parties desire to enter into an agreement that supersedes any and all previous agreements, and sets forth the terms and conditions under which the Program shall be implemented with respect to the Parties. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 2 25G-4 1. 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 Agreement as a whole, including all exhibits or other attachments to this Agreement, as the same may from time to time be amended or supplemented, and not to any particular subdivision contained in this Agreement, except as the context clearly requires otherwise. "Includes" or "including" when used herein is not intended to be exclusive, or to limit the generality of the preceding words, and means "including without limitation." The word "or" is not exclusive. 1.1. Agreement: This document and all exhibits attached hereto, and as amended from time to time. 1.2. Authorized Budget: The Commission approved maximum budget for funding the performance by both Parties of the Program, as set forth in the Program Implementation Plan attached hereto as Exhibit C. 1.3. Authorized Work: The work authorized by the Commission for the Program as set forth in this Agreement and as more fully described in the Program Implementation Plans attached hereto as Exhibit C, and as mutually agreed hereinafter by the Parties to be performed. 1.4. Business Day: The period from one midnight to the following midnight, excluding Saturdays, Sundays, and holidays. 1.5. Calendar Day: The period from one midnight to the following midnight, including Saturdays, Sundays, and holidays. Unless otherwise specified, all days in this Agreement are Calendar Days. 1.6. Contractor: An entity contracting directly or indirectly with a Party, or any subcontractor thereof subcontracting with such Contractor, to furnish services or materials as part of or directly related to such Party's Authorized Work obligations. 1.7. Customers or Eligible Customers: Those customers eligible for Program services, which are SCE customers located in the City. 1.8. Energy Efficiency Measure (or Measure): As used in the Commission's Energy Efficiency Policy Manual, Version 4, August 2008 . 1.9. EM&V: Evaluation, Measurement and Verification of the Program pursuant to Commission requirements. 1.10. Incentive: As used in the Commission's Energy Efficiency Policy Manual, Version 4, August 2008. 1.11. Partner Budget: That portion of the Authorized Budget, which represents the maximum budget and maximum allocation by period, for funding the ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 3 25G-5 performance of the Program by the City and as set forth in Exhibit B, subject to amendment by SCE consistent with the terms of this Agreement. 1.12. Program Expenditures: Actual (i.e., no mark-up for profit, administrative or other indirect costs), reasonable expenditures of the City that are pre-approved, directly identifiable to and required for the Authorized Work in accordance with Section 10.3. 1.13. PIP or Program Implementation Plan: The implementation plan specific to this Partnership, together with the Energy Leader Partnership Master PIP, which include the anticipated scope of the Program in SCE's service territory, approved by the Commission and attached hereto as Exhibit C. 1.14. Public Goods Charge (PGC): The funds which make up the Partner Budget and which are collected from electric utility ratepayers pursuant to Section 381 of the California Public Utilities Code for public purposes programs, including energy efficiency programs approved by the Commission. 2. PURPOSE The Program is funded by California utility ratepayers and is administered by SCE under the auspices of the Commission. The purpose of this Agreement is to set forth the terms and conditions under which the Parties will jointly implement the Program. The work authorized pursuant to this Agreement is not to be performed for profit. This Agreement is not intended to and does not form any "partnership" within the meaning of the California Uniform Partnership Act of 1994 or otherwise. 3. PROGRAM DESCRIPTION 3.1. Overview. The Energy Leader Partnership Program is designed to provide integrated technical and financial assistance to help local governments effectively lead their communities to increase energy efficiency, reduce greenhouse gas emissions, protect air quality and ensure that their communities are more livable and sustainable. The Program provides aperformance-based opportunity for the City to demonstrate energy efficiency leadership in its community through energy saving actions, including retrofitting its municipal facilities as well as providing opportunities for constituents to take action in their homes and businesses. By implementing measures in its own facilities, the City will lead by example as the City and SCE work together to increase community awareness of energy efficiency and position the City as a leader in energy management practices. The Program will provide marketing, outreach, education, training and community sweeps to connect the community with opportunities to save energy, money and help the environment. Delivering sustainable energy savings, promoting energy efficiency lifestyles, and achieving an enduring leadership role for the City through this Program design is rooted in an effective relationship between the City, its constituents, and SCE. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 4 25G-6 3.2. Energy Leader Partnership Level. The Program offers a tiered Incentive structure through achievement of four separate levels of participation: "Valued Partner," "Silver," "Gold" and "Platinum." The City will enter the Program at the level indicated on Exhibit A hereto, which has been determined by the City's past participation in SCE energy efficiency and demand response programs both at the city level and at the community level. Exhibit A further explains each level and the energy savings requirements for moving to the next Energy Leader Partnership level. SCE will track the City's performance under this Agreement against the goals and objectives set forth herein, and will notify the City when it has achieved the next incentive level. 4. AUTHORIZED WORK 4.1. Scope. The work authorized by the Commission is set forth broadly in the PIP (Exhibit C) and shall be performed pursuant to the terms of this Agreement. The Parties shall collaborate and mutually agree upon specific Program implementation, consistent with the PIP, and the Parties shall document such details in a "Planning Document" which is intended to evolve throughout the term of the Program. For the avoidance of doubt, the City shall have no obligation to implement solar projects under this Agreement. 4.2. Objectives. The Program is designed to meet the specific goals and milestones set forth in Exhibit B of this Agreement, while implementing the Program strategies and meeting the general objectives and goals set forth in the PIP, attached hereto as Exhibit C. 5. LIMITATION ON SERVICE TERRITORY -The Parties agree that Authorized Work shall only be performed in SCE's service territory, with energy savings and demand reduction claims applicable solely to SCE's utility system. No Authorized Work shall be performed for any customers that receive electricity from a municipal utility corporation or other electricity service provider or that do not directly receive electricity service from SCE. 6. OBLIGATIONS OF THE PARTIES 6.1. Obligations of SCE and the Citv 6.1.1. Each Party will be responsible for the overall progress of its Authorized Work, to ensure that the Program remains on target (including but not limited to achieving the Program's specific energy savings and demand reduction goals as set forth in Exhibit B). 6.1.2. The Parties shall jointly coordinate and prepare all Program-related documents, including all required reporting pursuant to Section 9, and any such other reporting as may be reasonably requested by SCE. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 5 25G-7 6.1.3. To the extent practicable and with coordination by SCE, the Parties shall use the Program as a portal for other existing or selected programs that SCE offers, including programs targeting low-income customers, demand response, self-generation, solar, and other programs as described in the PIP, with a goal to enhance consistency in rebates and other Program details, minimize duplicative administrative costs, and enhance the possibility that programs can be marketed together to avoid duplicative marketing expenditures. 6.1.4. Consistent with those contained in the PIP, SCE and the City will work together to develop and accomplish additional mutually agreeable goals. 6.2. Obligations of the City. 6.2.1. The City will appoint an "Energy Champion" who will be the primary contact between the City and the SCE Energy Efficiency Representative (defined in Section 6.3.1), and who will be authorized to act on behalf of the City in carrying out the City's obligations under this Agreement. Such appointment shall be communicated in writing to SCE within 10 Business Days following execution of this Agreement. The City shall communicate regularly with the SCE Energy Efficiency Representative in accordance with Section 7.2 and 7.3 hereof, and shall advise SCE immediately of any problems or delays associated with its Authorized Work obligations. 6.2.2. The City shall perform its Authorized Work obligations within the Partner Budget and in conformance with the schedule and goals associated with such Authorized Work as set forth in this Agreement, and shall furnish the required labor, equipment and material with the degree of skill, care and professionalism that is required by current professional standards. 6.2.3. The City will be actively involved in all aspects of the Program. The City will use its best efforts to (a) dedicate human resources necessary to implement the Program successfully, (b) providing support for the Program's marketing and outreach activities, and (c) working to enhance communications with SCE to address consumer needs. 6.2.4. The City shall obtain the approval of SCE when developing Program marketing materials and prior to their distribution, publication, circulation, or dissemination in any way to the public. In addition, all advertising, marketing or otherwise printed or reproduced material used to implement, refer to, or that is in any way related to the Program must contain the respective name and logo of SCE and, at a minimum, the following language: "This Program is funded by California utility ratepayers and administered by Southern ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 6 25G-8 California Edison under the auspices of the California Public Utilities Commission." 6.2.5. The City shall obtain the approval of SCE prior to conducting any Program public outreach activities (exhibits, displays, public presentations, canvassing, etc.) and any marketing materials used in connection with such outreach activity shall comply with the requirements of Section 6.2.4. 6.2.6. The City shall submit to SCE, upon its request, all contracts, agreements or other requested documents with the City's Contractors (including subcontractors) performing Authorized Work in connection with the Program. 6.3. Obligations of SCE. 6.3.1. SCE will appoint a Partnership representative ("SCE Energy Efficiency Representative") who will be the primary contact between SCE and the City, and who will be authorized to act on behalf of SCE in carrying out SCE's obligations under this Agreement. Such appointment shall be communicated in writing to the City within 10 Business Days following execution of this Agreement. 6.3.2. SCE will oversee the activities and implementation of the Program, in accordance with this Agreement. 6.3.3. SCE will be actively involved in all aspects of the Program. SCE will use its best efforts to add value to the Program by (a) dedicating human resources necessary to assist the City in implementing the Program successfully and providing and maintaining an SCE !i presence in the City, (b) providing support for the Program's marketing and outreach activities, and (c) working to enhance communications with the City to address consumer needs and provide SCE information and services. 6.3.4. SCE shall provide, at no cost to the City, informational and educational materials on SCE's statewide and local energy efficiency core programs. 6.3.5. SCE shall work with the City as requested to help identify cost- effective energy efficient projects in the City's qualifying municipal facilities within SCE's service territory. 6.3.6. SCE shall administer the PGC funds authorized by the Commission for the Program in accordance with this Agreement, and SCE shall reimburse the City for Program Expenditures in accordance with Section 10 below. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 7 25G-9 6.3.7. SCE shall be responsible for coordinating and ensuring compliance with all reporting and other filing requirements. 6.3.8. SCE shall be responsible for tracking performance of the City in accordance with Section 10.1.2, and for verifying all energy savings and demand reduction claims of the City, and for monitoring and verifying achievement of the Partner Levels as described in Exhibit A. 6.4. EM&V. Once the Commission has approved and issued an evaluation, measurement and verification ("EM&V") plan for the Program, such EM&V plan shall be attached to this Agreement as Exhibit D and shall be incorporated herein by this reference. Any subsequent changes or modifications to such EM&V plan by the Commission shall be automatically incorporated into Exhibit D. The City shall provide and comply with all Commission/SCE requests regarding activities related to EM&V. The City and its Contractors shall cooperate fully with the SCE Energy Efficiency Representative and will provide all requested information, if any, to assure the timely completion of all EM&V Plan tasks requiring the City's involvement or cooperation. 7. ADMINISTRATION OF PROGRAM 7.1. Decision-making and Approval. 7.1.1. Except as specifically provided in this Agreement, the following actions and tasks require consent of both Parties: a. Any material modification to the Authorized Work in connection with the Program. b. Any action that materially impacts the agreed-upon schedule for implementing the Program. c. Selection of any Contractor not previously approved by SCE. 7.1.2. Unless otherwise specified in this Agreement, the Parties shall document all material Program decisions, including, without limitation, all actions specified in Section 7.1.1 above, in meeting minutes or if taken outside a meeting, through written communication, which shall be maintained in hard copy form on file by the Parties for a period of no less than five (5) years after the expiration or termination of this Agreement. 7.2. Regular Meetings. During the term of this Agreement, the Partnership's representatives identified in writing pursuant to Section 6.2.1 and 6.3.1 respectively, along with such members of the Partnership team as the Parties deem necessary or appropriate, shall meet monthly at a location reasonably agreed upon by the Parties. In addition to any other agenda items requested by either Party, the agenda shall include a review the status of the City's performance against Partner ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 8 25G-10 Budget and toward achievement of the goals set forth in Exhibit B. Any decision- making shall be reached and documented in accordance with the requirements of Section 7.1 above. 7.3. Regular Communication. Regular communication among Partnership representatives is critical for the long-term success of the Partnership and achievement of Partnership goals and objectives. Notwithstanding Section 7.2, above, the Partnership representatives identified in writing by each Partner pursuant to Sections 6.2.1 and 6.3.1, respectively, shall communicate regularly with each other to review the status of the Program's goals, deliverables, schedules and budgets, and plan for upcoming Program implementation activities, and to advise the other Party of any problems associated with successful implementation of the Program. Any decision-making during this communication process shall be reached and documented in accordance with the requirements of Section 7.1 above. 7.4. Non-Responsibility for Other Party. Notwithstanding anything contained in this Agreement in the contrary, a Party shall not be responsible for the performance or non-performance hereunder of the other Party, nor be obligated to remedy any other Party's defaults or defective performance. 8. DOUBLE DIPPING PROHIBITED In performing its respective Authorized Work obligations, the City shall implement the following mechanism and shall take other practicable steps to minimize double-dipping: 8.1. Prior to providing incentives or services to an Eligible Customer, the City and its Contractors shall obtain a signed form from such Eligible Customer stating that: 8.1.1. Such Eligible Customer has not received incentives or services for the same measure from any other SCE program or from another utility, state, or local program; and 8.1.2. Such Eligible Customer agrees not to apply for or receive Incentives or services for the same measure from any other SCE program or from another utility, state, or local program. Each Party shall keep its Customer-signed forms for at least five (5) years after the expiration or termination of this Agreement. 8.2. No Party shall knowingly provide an incentive to an Eligible Customer, or make payment to a Contractor, who is receiving compensation for the same product or service either through another ratepayer funded program, or through any other funding source. 8.3. The City represents and warrants that it or its Contractors has not received, and will not apply for or accept Incentives or services for any measure provided for ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 9 25G-11 herein or offered pursuant to this Agreement or the Program from any other SCE program or from any other utility, state or local program. 8.4. The Parties shall take reasonable steps to minimize or avoid the provision of incentives or services for the same measures provided under the Program from another program or other funding source ("double-dipping"). 9. REPORTING 9.1. Reporting Requirements. The Parties shall implement those reporting requirements set forth in Exhibit E attached hereto, as the same may be amended from time to time, or until the Commission otherwise requires or issues different or updated reporting requirements for the Program, in which case and at which time such Commission-approved reporting requirements shall replace the requirements set forth in Exhibit E in their entirety. 10. PAYMENTS 10.1. Partner Budget 10.1.1. Maximum Budget: The Partner Budget is set forth in Exhibit B to this Agreement and represents the City's maximum share of the Program's three-year Authorized Budget. Additionally, Exhibit B sets forth the maximum non-Incentive budget on a periodic basis during the Program. The City shall not be entitled to compensation in excess of the Partner Budget (either on a periodic basis or in total), without written authorization by SCE and receipt of a revised Exhibit B. Consistent with Commission directives to maximize cost-effectiveness and energy savings, the Partner Budget set forth in Exhibit B may be reallocated or adjusted at any time by SCE in its sole discretion, based upon SCE's evaluation of the City's commitment to, and progress toward the City's energy savings goals set forth herein. 10.1.2. Tracking: SCE will track the City's performance against the objectives set forth in Section 4.2 hereof, including tracking (or estimating) achievement towards the specific energy savings and demand reduction goals set forth in Exhibit B, and will provide such tracking information to the City on a regular basis, but in no event less than quarterly. The tracking will enable SCE, to (i) properly allocate the Authorized Budget among all the Energy Leader Partnerships according to their individual performance and achievement of respective goals and objectives, (ii) confirm or amend the Partner Budget, set forth in Exhibit B hereto, based on the City's performance of the goals and objectives set forth in this Agreement; and (iii) determine/verify the City's eligibility to move to anew Energy Leader Level as described in Section 3.2 hereof. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 10 25G-12 10.1.3. Partner Budget Adjustment: The Parties acknowledge that this Program is offered in furtherance of the Commission's strategic energy efficiency goals for California and is based on the City's commitment to attain such goals and its desire to provide leadership to its community. To this end, in the event that SCE determines, in its sole discretion and through the tracking mechanism set forth in 10.1.2 above, that the City is not performing in accordance with the goals and objectives set forth in Section 4.2 hereof, then SCE shall have the unilateral right to reduce, eliminate, or otherwise adjust the Partner Budget for the remaining Program year or years (other than for Program Expenditures previously approved by SCE) by amending Exhibit B and providing the amended Exhibit to the City. Pursuant to this Section, any such amended Exhibit B shall automatically be incorporated into this Agreement and take effect immediately upon delivery from SCE to the City. 10.1.4. Partner Budget Categories a. Non-Incentive Budget: The Partner Budget is comprised of a non-incentive portion which includes separate categories for Marketing, Education & Outreach, Technical Assistance [and Direct Implementation), all of which are more fully described in the Program Implementation Plan (Exhibit C). b. Incentive Budget: As part of the Partner Budget, the City shall be eligible to receive certain enhanced Incentives through partnership participation in SCE core programs, as well as additional incentives consistent with the City's tier level of program participation, including completion of municipal retrofit projects further described in this Agreement and in the Program Implementation Plan. The additional Incentives will be made available as the City reaches higher Energy Leadership Partnership Levels in accordance with Exhibit A. 10.2. Program Expenditures of City. The City, with SCE's prior approval, shall be entitled to spend PGC funds, within the limits of the Partner Budget, on Program Expenditures. The City shall not be entitled to reimbursement of Program Expenditures for any item (i) not specifically identifiable to the Program, (ii) not previously approved by SCE, (iii) not expended within the term of this Agreement, or (iv) not otherwise reimbursable under this Agreement. 10.3. Payment to the City. In order for the City to be entitled to PGC funds for Program Expenditures: 10.3.1. The City shall submit monthly activity reports to SCE in a format acceptable to SCE and containing such information as may be required for the reporting requirements set forth in Section 9 above ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 1 1 25G-13 ("Monthly City Reports"), by the tenth (10`h) Calendar Day of the calendar month following performance, setting forth all Program Expenditures. 10.3.2. The City shall submit to SCE, together with any Monthly City Report (if required), a monthly invoice for reimbursement of reported Program Expenditures, in a format acceptable to SCE, attaching all documentation reasonably necessary to substantiate the Program Expenditures, including, without limitation, the following: a. Contractor Costs: Copies of all Contractor invoices. If only a portion of Contractor costs applies to the Program, the City shall clearly indicate the line items or percentage of the invoice amount that should be applied to the Program as provided in Exhibit E. b. Marketing, Education & Outreach: A copy of each distinct marketing material produced, with quantity of a given marketing material produced and the method of distribution. c. Other expenditures: As pre-approved by SCE, with sufficient documentation to support the expenditure. d. Allowable Costs: Only those costs as listed in the Allowable Cost Table contained in the Reporting Requirements attached as Exhibit E can be submitted for payment. All invoices submitted to SCE must report all costs using the allowable cost elements shown on the Allowable Cost Table. The City understands and acknowledges that all of the City's invoices for the Program and the Monthly City Report shall be submitted to SCE. 10.3.3. SCE reserves the right to reject any City invoiced amount for any of the following reasons: a. The invoiced amount, when aggregated with previous Program Expenditures, exceeds the amount budgeted therefore in the Partner Budget for such Authorized Work (as set forth in Exhibit B). b. There is a reasonable basis for concluding that such invoiced amount is unreasonable or is not directly identifiable to or required for the Authorized Work, and/or the Program. c. The invoiced amount, in SCE's sole discretion, contains charges for any item not authorized under this Agreement or ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 12 25G-14 by the Commission, or is deemed untimely, unsubstantiated or lacking proper documentation. 10.3.4. The City shall maintain for a period of not less than five (5) years all documentation reasonably necessary to substantiate the Program Expenditures, including, without limitation, the documentation set forth in Section 10.3.2above. The City shall promptly provide, upon the reasonable request by SCE, any documentation, records or information in connection with the Program or its Authorized Work. SCE shall review and either approve, dispute or reject for payment reported Program Expenditures within twenty (20) Calendar Days of receipt of the Monthly City Report and corresponding invoice. SCE shall pay all undisputed amounts after the ten (10) Calendar Day period described in Section 10.3.1, but within thirty (30) Calendar Days of receiving the Monthly City Report and corresponding invoice. 10.3 Pavment of Incentives. Payment of Incentives to the City shall be made in accordance with the applicable SCE program requirements, including terms and conditions, and only after appropriate program documents have been submitted and approved, and the appropriate inspections of each Project have been completed to SCE's satisfaction. 10.4. Shifting Funds Across Budget Cate ories. SCE may shift funds within the Partner Budget among budget categories (Marketing, Education & Outreach, Technical Assistance, [Direct Implementation] and Incentives), which categories and budget amounts are set forth in Exhibit B. Such shifting may be made by SCE to the maximum extent permitted under, and in accordance with, Commission decisions and rulings to which the Program relates. 10.5. Reasonableness of Expenditures. The City shall bear the burden of ensuring that its Program Expenditures are objectively reasonable. The Commission has the authority to review all Program Expenditures for reasonableness. Should the Commission, at any time, issue a finding of unreasonableness as to any Program Expenditure and require a refund or return of the PGC funds paid in the reimbursement of such Program Expenditure, the City shall be solely liable for such refund or return. 11. END DATE FOR PROGRAM AND ADMINISTRATIVE ACTIVITIES Unless this Agreement is terminated pursuant to Section 25 below, or unless otherwise agreed to by the Parties or so ordered by the Commission, the Parties shall complete all Program Administrative activities (as defined in the PIP) and all reporting requirements by no later than March 31, 2013, and all Direct Implementation and Marketing & Outreach activities by no later than December 31, 2012. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 13 25G-15 12. FINAL INVOICES The City must submit final invoices to SCE no later than March 31, 2013. 13. INDEMNITY 13.1. Indemnitv by the City. The City shall indemnify, defend and hold harmless SCE, and its respective successors, assigns, affiliates, subsidiaries, current and future parent companies, officers, directors, agents, and employees, from and against any and all expenses, claims, losses, damages, liabilities or actions in respect thereof (including reasonable attorneys' fees) to the extent arising from (a) the City's negligence or willful misconduct in the City's activities under the Program or performance of its obligations hereunder, or (b) the City's breach of this Agreement or of any representation or warranty of the City contained in this Agreement. 13.2. Indemnit~by SCE. SCE shall indemnify, defend and hold harmless the City, and its respective successors, assigns, affiliates, subsidiaries, current and future parent companies, officers, directors, agents, and employees, from and against any and all expenses, claims, losses, damages, liabilities or actions in respect thereof (including reasonable attorneys' fees) to the extent arising from (a) SCE's negligence or willful misconduct in SCE's activities under the Program or performance of its obligations hereunder or (b) SCE's breach of this Agreement or any representation or warranty of SCE contained in this Agreement. 13.3. LIMIT ATION OF LIABILITY. N O 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 'i OR CLAIMS FROM CUSTOMERS, RESULTING FROM A PARTY'S PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS HEREUNDER, OR IN THE EVENT OF SUSPENSION OF THE AUTHORIZED WORK OR TERMINATION OF THIS AGREEMENT. 14.OWNERSHIP OF DEVELOPMENTS The Parties acknowledge and agree that SCE, on behalf of its Customers, shall own all data, reports, information, manuals, computer programs, works of authorship, designs or improvements of equipment, tools or processes (collectively "Developments") or other written, recorded, photographic or visual materials, or other deliverables produced in the performance of this Agreement; provided, however, that Developments do not include equipment or infrastructure purchased for research, development, education or demonstration related to energy efficiency. Although the City shall retain no ownership, interest, or title in the Developments except as may otherwise be provided in this Agreement, it will have a permanent, royalty free, non-exclusive license to use such Developments. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 14 25G-16 15. DISPUTE RESOLUTION 15.1. Dispute Resolution. Except as may otherwise be set forth expressly herein, all disputes arising under this Agreement shall be resolved as set forth in this Section 15. 15.2. Negotiation and Mediation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between the Parties' authorized representatives. The disputing Party shall give the other Party written notice of any dispute. Within twenty (20) Calendar Days after delivery of such notice, the authorized representatives shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) Calendar Days of the first meeting, any Party may initiate a mediation of the dispute. The mediation shall be facilitated by a mediator that is acceptable to both Parties and shall conclude within sixty (60) Calendar Days of its commencement, unless the Parties agree to extend the mediation process beyond such deadline. Upon agreeing on a mediator, the Parties shall enter into a written agreement for the mediation services with each Party paying a pro rata share of the mediator's fee, if any. The mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association; provided, however, that no consequential damages shall be awarded in any such proceeding and each Party shall bear its own legal fees and expenses. 15.3. Confidentialitv. All negotiations and any mediation conducted pursuant to Section 15.2 shall be confidential and shall be treated as compromise and settlement negotiations, to which Section 1152 of the California Evidence Code shall apply, which Section is incorporated in this Agreement by reference. 15.4. Injunctive Relief. Notwithstanding the foregoing provisions, a Party may seek a preliminary injunction or other provisional judicial remedy if in its judgment ~ such action is necessary to avoid irreparable damage or to preserve the status quo. 15.5. Continuing Obligation. Each Party shall continue to perform its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. 15.6. Failure of Mediation. If, after good faith efforts to mediate a dispute under the terms of this Agreement as provided in Section 15.2 above, the Parties cannot agree to a resolution of the dispute, any Party may pursue whatever legal remedies may be available to it at law or in equity, before a court of competent jurisdiction and with venue as provided in Section 15.2. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 15 25G-17 16. REPRESENTATIONS AND WARRANTIES 16.1. Representation of both Parties. Each Party represents and warrants, as of the Effective Date and thereafter during the term of this Agreement, that: 16.1.1. The Authorized Work performed by a Party and/or its Contractors shall comply with the applicable requirements of all statutes, acts, ordinances, regulations, codes, and standards of federal, state, local and foreign governments, and all agencies thereof. 16.1.2. The Authorized Work performed by a Party and/or its Contractors shall be free of any claim of trade secret, trade mark, trade name, copyright, or patent infringement or other violations of any proprietary rights of any person. 16.1.3. Each Party shall conform to the applicable employment practices requirements of (Presidential) Executive Order 11246 of September 24, 1965, as amended, and applicable regulations promulgated thereunder. 16.1.4. Each Party shall contractually require each Contractor it hires to perform the Authorized Work to indemnify each other Party to the same extent such Party has indemnified each other Party under the terms and conditions of this Agreement. 16.1.5. Each Party shall retain, and shall cause its Contractors to retain, all records and documents pertaining to its Authorized Work obligations for a period of not less than five (5) years beyond the termination or expiration of this Agreement. 16.1.6. Each Party shall contractually require all of its Contractors to provide the other Parties reasonable access to relevant records and staff of Contractors concerning the Authorized Work. 16.1.7. Each Party will maintain, and may require its Contractors to maintain, the following insurance coverage or self insurance coverage, at all times during the term of this Agreement, with companies having an A.M. Best rating of "A-, VII" or better, or equivalent: (i) Workers' Compensation/Employer's Liability or Equivalent: statutory minimum. (ii) Commercial General Liability: $2 million minimum per occurrence/$4 million minimum aggregate. (iii) Commercial or Business Auto (if applicable): $1 million minimum. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 16 25G-18 (iv) Professional Liability (if applicable): $1 million minimum. 1.6.1.8 Each Party shall take all reasonable measures, and shall require its Contractors to take all reasonable measures, to ensure that the Program funds in its possession are used solely for Authorized Work, which measures shall include the highest degree of care that such Party uses to control its own funds, but in no event less than a reasonable degree of care. 17. PROOF OF INSURANCE 17.1. Evidence of Insurance. Upon request at any time during the term of this Agreement, a Party shall provide evidence that its insurance policies (and the insurance policies of any Contractor, as provided in Section 16.8) are in full force and effect, and provide the coverage and limits of insurance that the Party has represented and warranted herein to maintain at all times during the term of this Agreement. 17.2. Self-Insurance. If a Party is self-insured, such Party shall upon request forward documentation to the other Party that demonstrates to the other Party's satisfaction that such Party self-insures as a matter of normal business practice before commencing the Authorized Work. Each Party will accept reasonable proof of self-insurance comparable to the above requirements. 17.3. Notice of Claims. Each Party shall immediately report to the other Party, and promptly thereafter confirm in writing, the occurrence of any injury, loss or damage incurred by such Party or its Contractors or such Party's receipt of notice or knowledge of any claim by a third party of any occurrence that might give rise to such a claim over $100,000. 18. CUSTOMER CONFIDENTIALITY REQUIREMENTS 18.1. Non-Disclosure. Subject to any disclosures required by the Public Records Act, the City, its employees, agents and Contractors shall not disclose any Confidential Customer Information (defined below) to any third party during the term of this Agreement or after its completion, without the City having obtained the prior written consent of SCE, except as provided by law, lawful court order or subpoena and provided the City gives SCE advance written notice of such order or subpoena. 18.2. Confidential Customer Information. "Confidential Customer Information" includes, but is not limited to, an SCE customer's name, address, telephone number, account number and all billing and usage information, as well as any SCE customer's information that is marked "confidential". If the City is uncertain whether any information should be considered Confidential Customer Information, the City shall contact SCE prior to disclosing the customer information. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 17 25G-19 18.3. Non-Disclosure Agreement. Prior to any approved disclosure of Confidential Customer Information, SCE may require the City to enter into a nondisclosure agreement. 18.4. Commission Proceedings. This provision does not prohibit the City from disclosing non-confidential information concerning the Authorized Work to the Commission in any Commission proceeding, or any Commission-sanctioned meeting or proceeding or other public forum. 18.5. Return of Confidential Information. Confidential Customer Information (including all copies, backups and abstracts thereof) provided to the City by SCE, and any and all documents and materials containing such Confidential Customer Information or produced by the City based on such Confidential Customer Information (including all copies, backups and abstracts thereof), during the performance of this Agreement shall be returned upon written request by SCE. 18.6. Remedies. The Parties acknowledge that Confidential Customer Information is valuable and unique, and that damages would be an inadequate remedy for breach of this Section 18 and the obligations of the Parties are specifically enforceable. Accordingly, the Parties agree that in the event of a breach or threatened breach of this Section 18 by the City, SCE shall be entitled to seek and obtain an injunction preventing such breach, without the necessity of 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. ~i ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 18 25G-20 19. TIME IS OF THE ESSENCE The Parties hereby acknowledge that time is of the essence in performing their obligations under this Agreement. Failure to comply with milestones and goals stated in this Agreement, including but not limited to those set forth in Exhibit B of this Agreement, may constitute a material breach of this Agreement, resulting in its termination, payments being withheld, Partner Budgets being reduced or adjusted, funding redirected by SCE to other programs or partners, or other Program modifications as determined by SCE or as directed by the Commission. 20. CUSTOMER COMPLAINT RESOLUTION PROCESS The Parties shall develop and implement a process for the management and resolution of Customer complaints in an expedited manner including, but not limited to: (a) ensuring adequate levels of professional Customer service staff; (b) direct access of Customer complaints to supervisory and/or management personnel; (c) documenting each Customer complaint upon receipt; and (d) directing any Customer complaint that is not resolved within five (5) Calendar Days of receipt by the City to SCE. 21. RESTRICTIONS ON MARKETING 21.1. Use of Commission's Name. No Party may use the name of the Commission on marketing materials for the Program without prior written approval from the 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 name and/or logo. Notwithstanding the foregoing, the Parties shall disclose their source of funding for the Program by stating prominently on marketing materials that the Program is "funded by California ratepayers under the auspices of the California Public Utilities Commission." 21.2. Use of SCE Name. The City must receive prior review and written approval from SCE for the use of SCE's name or logo on any marketing or other Program materials. The City shall allow five (5) Business Days for SCE review and approval. If the City has not received a response from SCE within the five (5) Business Day period, then it shall be deemed that SCE has disapproved such use. 21.3. Use of the City's Name. SCE must receive prior review and written approval from the City for the use of the City's name or logo on any marketing or other Program materials. SCE shall allow five (5) Business Days for the City's review and approval. If SCE has not received a response from the City within the five (5) Business Day period, then it shall be deemed that the City has disapproved such use. 22. RIGHT TO AUDIT The Parties agrees that the other Party, and/or the Commission, or their respective designated representatives, shall have the right to review and to copy any records or ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 19 25G-21 supporting documentation pertaining to the their performance of this Agreement or the Authorized Work, during normal business hours, and to allow reasonable access in order to interview any staff of the City or SCE who might reasonably have information related to such records. Further, the Parties agrees to include a similar right of the other Party and/or the Commission to audit records and interview staff in any subcontract related to performance of the Authorized Work or this Agreement. 23. STOP WORK PROCEDURES SCE may suspend the Authorized Work being performed in their service territory for good cause, including, without limitation, concerns relating to program funding, implementation or management of the Program, safety concerns, fraud or excessive customer complaints, by notifying the City in writing to suspend any Authorized Work being performed in SCE' service territory. Any performance of Authorized Work by the City in SCE's service territory shall stop immediately, and the City may resume its Authorized Work only upon receiving written notice from SCE that it may resume its Authorized Work. In the event of suspension, the City shall take action required to suspend work in progress and shall be entitled to PGC Funds for Program Expenditures incurred or accrued pursuant to contractual or legal obligations for such Authorized Work and in accordance with Section 10.2 of this Agreement. 24. MODIFICATIONS Except as otherwise provided in this Agreement, changes to this Agreement shall be only be valid through a written amendment to this Agreement signed by both Parties. 25. TERM AND TERMINATION 25.1. Term. This Agreement shall be effective as of the Effective Date. Subject to Section 37, the Agreement shall continue in effect until June 30, 2013 unless otherwise terminated in accordance with the provisions of Section 25.2 or 30 below. 25.2. Termination for Breach. Any Party may terminate this Agreement in the event of a material breach by the other Party of any of the material terms or conditions of this Agreement, provided such breach is not remedied within sixty (60) days written notice to the breaching Party thereof from the non-breaching Party or otherwise resolved pursuant to the dispute resolution provisions set forth in Section 15 herein. 25.3. Effect of Termination. Any termination by the City or by SCE shall constitute a termination of this Agreement in its entirety (subject, however, to the survival provisions of Section 37). 25.3.1. Subject to the provisions of this Agreement, the City shall be entitled to PGC Funds for all Program Expenditures incurred or accrued pursuant to contractual or other legal obligations for Authorized Work up to the effective date of termination of this Agreement, provided that any Monthly City Reports or other reports, invoices, ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 20 25G-22 documents or information required under this Agreement or by the Commission are submitted in accordance with the terms and conditions of this Agreement. The provisions of this Section 25.3.1 shall be the City's sole compensation resulting from any termination of this Agreement. 25.3.2. In the event of termination of this Agreement in its entirety, the City shall stop any Authorized Work in progress and take action as directed by SCE to bring the Authorized Work to an orderly conclusion, and the Parties shall work cooperatively to facilitate the termination of operations and of any applicable contracts for Authorized Work. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 21 25G-23 26. WRITTEN NOTICES Any written notice, demand or request required or authorized in connection with this Agreement, shall be deemed properly given if delivered in person or sent by facsimile, nationally recognized overnight courier, or first class mail, postage prepaid, to the address specified below, or to another address specified in writing by a Party as follows: The City: SCE: Public Works Agency Southern California Edison Company City of Santa Ana Jim Hodge City Hall 6042-A N. Irwindale Ave. 20 Civic Center Plaza, M-21 Irwindale, CA 91702 Santa Ana, CA 92701 Notices shall be deemed received (a) if personally or hand-delivered, upon the date of delivery to the address of the person to receive such notice if delivered before 5:00 p.m., or otherwise on the Business Day following personal delivery; (b) if mailed, three (3) Business Days after the date the notice is postmarked; (c) if by facsimile, upon electronic confirmation of transmission, followed by telephone notification of transmission by the noticing Party; or (d) if by overnight courier, on the Business Day following delivery to the overnight courier within the time limits set by that courier for next-day delivery. 27. CONTRACTS Each Party shall, at all times, be responsible for its Authorized Work obligations, and acts and omissions of Contractors, subcontractors and persons directly or indirectly employed by such Party for services in connection with the Authorized Work. Each Party shall require its Contractors to be bound by terms and conditions which are the same or similar to those contained in this Agreement, as the same may be applicable to Contractors. 28. RELATIONSHIP OF THE PARTIES The Parties shall act in an independent capacity and not as oflicers or employees or agents of each other. This Agreement is not intended to and does not form any "partnership" within the meaning of the California Uniform Partnership Act of 1994 or otherwise. 29. NON-DISCRIMINATION CLAUSE No Party shall unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave. Each Party shall ensure that the evaluation and treatment of its employees and applicants for employment are free from such discrimination and harassment, and shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a)- ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 22 25G-24 (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 Agreement by reference and made a part hereof as if set forth in full. Each Party represents and warrants that it shall include the substance of the nondiscrimination and compliance provisions of this clause in all subcontracts for its Authorized Work obligations. 30. COMMISSION/SCE AUTHORITY TO MODIFY OR TERMINATE This Agreement and the Program shall at all times be subject to the discretion of the Commission, including, but not limited to, review and modifications, excusing a Party's performance hereunder, or termination as the Commission may direct from time to time in the reasonable exercise of its jurisdiction. In addition, in the event that any ruling, decision or other action by the Commission adversely impacts the Program, SCE shall have the right to terminate this Agreement in accordance with the provisions of Section 25 above by providing at least ten (10) days' prior written notice to the City setting forth the effective date of such termination. Notwithstanding the right to terminate, as partners in the Program, the Parties agree to share in the responsibility and to abide by Commission energy policy supporting this Program. The Parties agree to use all reasonable efforts to minimize the adverse impact to a Party resulting from such Commission actions, including but not limited to modification of the required energy savings goals set forth in Section 4.2 which are fundamental to this Agreement. 31. NON-WAIVER None of the provisions of this Agreement shall be considered waived by either Party unless such waiver is specifically stated in writing. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 23 25G-25 32. ASSIGNMENT No Party shall assign this Agreement or any part or interest thereof, without the prior written consent of the other Party, and any assigrunent without such consent shall be void and of no effect. Notwithstanding the foregoing, if SCE is requested or required by the Commission to assign its rights and/or delegate its duties hereunder, in whole or in part, such assignment or delegation shall not require the City's consent and SCE shall be released from all obligations hereunder arising after the effective date of such assignment, both as principal and as surety. 33. FORCE MAJEURE Failure of a Party to perform its obligations under this Agreement by reason of any of the following shall not constitute an event of default or breach of this Agreement: strikes, picket lines, boycott efforts, earthquakes, fires, floods, war (whether or not declared), revolution, riots, insurrections, acts of God, acts of government (including, without limitation, any agency or department of the United States of America), acts of terrorism, acts of the public enemy, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or other causes which are reasonably beyond the control of such Party. 34. SEVERABILITY In the event that any of the terms, covenants or conditions of this Agreement, or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court, regulatory agency, or other regulatory body having jurisdiction, all other terms, covenants, or conditions of this Agreement and their application shall not be affected thereby, but shall remain in full force and effect, unless a court, regulatory agency, or other regulatory body holds that the provisions are not separable from all other provisions of this Agreement. 35. GOVERNING LAW; VENUE This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California. Any action brought to enforce or interpret this Agreement shall be filed in Los Angeles County, California. 36. SECTION HEADINGS Section headings appearing in this Agreement are for convenience only and shall not be construed as interpretations of text. 37. SURVIVAL ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 24 25G-26 Notwithstanding completion or termination of this Agreement, the Parties shall continue to be bound by the provisions of this Agreement which by their nature survive such completion or termination. Such provisions shall include, but are not limited to, Sections 9, 10, 13, 14, 15, 18, 22, 35 and 38 of this Agreement. 38. ATTORNEYS' FEES Except as otherwise provided herein, in the event of any legal action or other proceeding between the Parties arising out of this Agreement or the transactions contemplated herein, each Party in such legal action or proceeding shall bear its own costs and expenses incurred therein, including reasonable attorneys' fees. 39. COOPERATION Each Party agrees to cooperate with the other Party in whatever manner is reasonably required to facilitate the successful completion of this Agreement. 40. ENTIRE AGREEMENT This Agreement (including all of the Exhibits and Attachments hereto which are incorporated into this Agreement by this reference) contains the entire agreement and understanding between the Parties and merges and supersedes all prior agreements, representations and discussions pertaining to the subject matter of this Agreement. 41. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. ENERGY LEADER PARTNERSH[P PROGRAM AGREEMENT 25 25G-27 SIGNATURE PAGE IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives. The City SANTA ANA ATTEST: Name: Maria R. Huizar Title: Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney By: Laura Sheedy Assistant City Attorney REC MENDED FOR APPROVAL Raul Godinez Executive Direct - PWA SCE: SOUTHERN CALIFORNIA EDISON COMPANY By: Lynda Ziegler Title: Senior Vice President, Customer Service ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 26 25G-28 EXHIBIT A ENERGY LEADER PARTNERSHIP -PROGRAM LEVEL City 2003 City 2003-2008 Participation/ City's Retrofit Community Baseline Energy Savings Savings Energy Energy Energy Consumption* Percentage Savings Saving Leader Required Required Program for next for next Level: Level Level Municipal Facilities 40,910,567 3,126,849 kWh 8% Silver 964,208 N/A kWh net kWh Community 1,570,741,094 179,465,887 11% - - - - - N/A 0 kWh kWh 2010 - 2012 Silver kWh kWh * Baseline numbers are mutually agreed upon for purposes of this Agreement only. Energy Leaders Partnership levels are: Valued Partner Level -This level is the entry level for the partner to develop knowledge and establish goals towards the Silver Level. A budget is available for energy savings projects, for marketing, education, and outreach to the community, as well as for technical assistance toward upgrading or retrofitting partners' facilities. SCE's core program incentives will be offered directly to the partner. The partner will be expected to use the marketing and outreach funds to generate verifiable energy savings in their own facilities and in the community and will participate in demand response at a basic level. Valued Level provides the Partner with 3 cents per kWh paid in addition to what is paid to the Partner under SCE's core program. Silver Level - To qualify for this level, the partner demonstrates past participation in SCE energy efficiency programs, develops an energy action plan, sets community and city energy reduction goals, targets 25 percent of its facilities to complete energy efficiency upgrades, and participates in demand response. An enhanced incentive is paid at the Silver Level. Silver Level provides the Partner with 6 cents per kWh paid in addition to what is paid to the Partner under SCE's core program. Gold Level - To qualify for this level, the partner demonstrates higher past participation in SCE energy efficiency programs, establishes higher city and community pro ram artici ation and ever savin s oals and makes a hi h r g P P gY g g g e commitment to participate in demand response. Incentive factors are higher for partner facilities' energy efficiency projects. Gold Level provides the Partner with 9 cents per kWh paid in addition to what is paid to the Partner under SCE's core program. Platinum Level - To qualify for this level, the partner demonstrates even higher past participation in energy efficiency programs, is innovative and integrates Energy Action Plan policies, ordinances and procedures. All facilities are targeted for energy efficiency upgrades and the partner makes a higher commitment to participate in Demand Response. Incentive factors are highest for Partner facilities' energy efficiency projects and additional incentives are made available for customized community energy efficiency projects. Platinum Level provides the Partner with 12 cents per kWh paid in addition to what is paid to the Partner under SCE's core program. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 27 25G-29 EXHIBIT "B" ENERGY LEADER PARTNERSHIP PROGRAM 2010-12 GOALS & PARTNER BUDGET Pro am Cycle Partner Budget and Goals: Maximum Partner KWh Energy Savings kW Peak Demand Bud et Goal Reduction Goal 2010-12: 4,750,000 KWh 943 kW gross gross Incentive: $698,410 Non-Incentive: $814,753 (Marketing, Education & Outreach, Technical Assistance [and Direct Implementation)) Minimum Performance % vs. Expenditures of Non-Incentive Partner Budget: Performance 12 months 24 Months 30 Months 36 Months Category into Program into Program into Pro am into Program Non- NTE 40% NTE 65% NTE 90% NTE 100% Incentive Budget Expended (ME&O) Minimum 15% 50% 70% kWh Achieved Minimum 15% 50% 70% kW Achieved NTE =Not To Ezceed Explanation ofnon-Incentive Partner Budget allocation against goals: Maximum Percent of total non-incentive Partner Budget expended by the end ofyear 1: 40% Minimum kWh achieved by the end ofyear 1: 15% of 3-year goal Maximum Percent of total non-incentive Partner Budget expended by end ofyear 2: 65% Minimum kWh achieved by end ofyear 2: 50% of 3-year goal Maximum Percent of total non-incentive Partner Budget expended by end of the 2nd quarter of year 3: 90% Minimum kWh achieved by the end of 2nd quarter ofyear 3: 70% of 3-year goal In accordance with Section 10 of this Agreement, SCE reserves the right to assess the progress made by the City at any time with respect to the above goals, and may in its sole discretion elect to shift funds among categories or redistribute all or part of the funding budgeted herein to other energy efficiency programs or partnerships in accordance with the Agreement.. ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 28 25G-30 ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 29 25G-31 EXHIBIT C PROGRAM IMPLEMENTATION PLANS [To be attached] ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 25G-32 EXHIBIT D EM&V PLAN [TO BE ATTACHED WHEN ISSUED BY THE COMMISSION] ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 31 25G-33 EXHIBIT E [REPORTING REQUIREMENTS] ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 25G-34 City of Santa Ana Energy Leader Partnership 1. Program Name: City of Santa Ana Energy Leader Partnership 2. Projected Program Budget Table Table 1-Refer to Table 1 in ELPP Master PIP. 3. Projected Program Gross Impacts Table Table 2 -Refer to Table 2 in ELPP Master PIP 4. Program Element Description and Implementation Plan The City of Santa Ana Energy Leader Partnership began in 2008 as a pilot to model SCE's new Energy Leader model. This PIP represents a three year continuation of an effort whose first year's activity proved very successful. Santa Ana is the most populous city in Orange County, California, and serves as its county seat. In addition to being part of the second largest metropolitan area in the United States -with neighboring cities Los Angeles and Long Beach - ,the City of Santa Ana has shown great initiative in conservation of natural resources and energy. The City of Santa Ana encourages its residents to live sustainably and has already partnered with multiple local and national organizations to bring about change in the way residents consume resources. With influence over almost thirteen million people in the Los Angeles-Long Beach-Santa Ana area, the City of Santa Ana stands out as a leader in sustainable living. The City of Santa Ana Energy Leader Partnership is one of 18 partnerships in SCE's Energy Leader Partnership Program (ELPP). The ELPP provides a fully integrated portfolio of comprehensive technical and financial assistance to local governments that is specifically structured to overcome the primary barriers to energy efficiency adoption by local governments so that they can help implement the goals and strategies identified in the Strategic Plan. The ELPP is described in detail in the Master PIP. The purpose of this sub-program PIP is to describe elements that this individual Local Government partnership has committed to as well as any unique features of this partnership; thus, several of the items below may be marked "n/a" or "See the ELPP Master PIP." a) List of Program Elements The three core program elements are similar to those identified in the ELPP Master PIP: Element A -Government Facilities, Element B -Strategic Plan Activities and Element C -Core Program Coordination. b) Overview The Santa Ana Energy Leader Partnership (SAELP) Program is an existing local government partnership and will be transitioning into SCE's Energy Leader Southern California Edison 2009 - 201 1 Energy Efficiency Plans 145 March 2009 25G-35 City of Santa Ana Energy Leader Partnershiu partnership portfolio. Santa Ana piloted this model at the Silver level throughout 2008. The partnership will further SCE's goals for local governments in keeping with the goals and objectives of the Strategic Plan and will demonstrate leadership in its community by retrofitting municipal buildings and adopting supporting policies consistent with the commission's sustainability goals. The partnership will assist and facilitate residents, businesses and city officials in understanding, managing, and reducing energy use and costs. It will position the partners as energy leaders, connecting the community with best practices and opportunities to take action to save energy, money and the environment. Core Program Element A -Government Facilities A.1) Retrofit of municipal facilities The City of Santa Ana Energy Leader Partnership will help coordinate retrofits of municipal facilities, including HVAC, both indoor and outdoor lighting, and a planned solar element project in support of the California Solar Initiative (CSI). A.2) Retro-commissioning (of buildings or clusters of buildings) Eligible municipal buildings will be considered for retro-commissioning and monitoring-based commissioning as they are identified. A.3) Integrating Demand Response into the audits The City of Santa Ana is currently implementing a Demand Response component in the current retrofit projects. A DR/EE audit will be conducted for eligible facilities and recommendations implemented as feasible. See the ELPP Master PIP for more on this section. A.4) Technical assistance for project management, training, audits The partnership will provide technical assistance to overcome barriers to the implementation of energy efficiency retrofits as identified in the ELPP Master PIP. A.5) On-bill financing On-bill financing will not be available at the beginning of the program cycle. However, it may be added in the future, as each city and county in the partnership has indicated an interest in using on-bill financing. In alignment with the Strategic Plan's emphasis on leveraging financial tools to encourage action on efficiency, as well as guidance from the CPUC on financing, SCE will continue on-bill financing pilots and will assess expanding these services to both residential and non-residential markets in the future. Core Program Element B -Strategic Plan Support The Santa Ana Energy Leader Partnership will support a citywide strategic plan addressing energy efficiency, DSM, alternative energy and climate preservation and identify additional program opportunities in furtherance of the AB 32 and the goals and objectives of the Strategic Plan. Southern California Edison 2009 - 201 1 Energy Efficiency Plans 146 March 2009 25G-36 City of Santa Ana Energy Leader Partnership B.1) Code Compliance Support The City of Santa Ana will consider shoring up Title 24 compliance and/or other code efficiency/compliance to the extent the City can remain business-friendly and competitive. The partnership will provide training for plan checkers, inspectors and personnel employed in the trades. B.2) Reach Code Support Although no Reach codes are planned at this time, the partnership will explore meaningful CEC-approved Reach codes as part of its effort to add value to energy efficiency in alignment with the strategies stated in the Master PIP. This activity will follow the proposed path described in the Codes & Standards PIP. B.3) Guiding Document(s) Support The partnership will provide support for development of a Sustainability Plan in line with the goals and objectives found in the Strategic Plan. B.4) Financing for the community The City of Santa Ana will explore implementing an AB 811 Funding Mechanism to encourage 200 residents and 50 businesses to invest in solar retrofits. The program, if implemented, will enable residents and businesses to repay loans via property tax bills. The partnership will provide technical assistance and facilitate peer-to-peer support. B.5) Peer-to-Peer Support The partnership is interested in providing and sharing best practices with other partnerships. SCE will arrange to have a representative from the City of Palm Desert provide guidance on how to set up an AB 811 funding program. The partnership and the city will determine how and to what extent such a program is applicable to its citizenry. Core Program Element C -Core Program Coordination The partnership will provide residents and business owners with comprehensive marketing and outreach, education and training opportunities take action to save energy, money and the environment. In addition, the program will act as a portal for all energy offerings, delivering information on demand response, self-generation, the California Solar Initiative (CSI), and low income programs, including California Alternative Rate for Energy (CARE). Please see description in the ELPP Master PIP. C.1) Outreach & Education The partnership will work with core programs to make a variety of public education materials for use in community outreach efforts, to be delivered at community events, through local schools municipal services bills, direct mail, and the partnership's webpage. The partnership plans to co-brand and promote core and third party programs as needed, based on analysis of the city's energy use profile. Higher energy-using or underserved segments will be provided with program information and opportunities to take action; for example, a Community sweep for the Appliance Southern California Edison 2009 - 201 1 Energy Efficiency Plans 147 March 2009 25G-37 City of Santa Ana Ener~y Leader Partnership Recycling program, Operation Lamp exchange and others. See other educational marketing and outreach strategies in the Master ELPP PIP. C.2) Residential and Small Business Direct Install The partnership will continue to include these programs in the 2009-2011 cycle as it did in the 2006-08 cycle. C.3) Third-party program coordination The City of Santa Ana Energy Leader Partnership has used third parties in the past and expects to continue to rely on them to support, and to every extent possible, achieve the community's greenhouse gas (GHG) reduction strategies and the goals and objectives of the Strategic Plan. C.4) Retrofits for just-above LIEE-qualified customers. There is no plan to consider this in the 2009 - 2011 program cycle. C.5) Technical assistance for program management, training, audits The partnership will provide training and information to the city and its community and will coordinate technical assistance, from other program as described in the ELPP Master PIP. c) Non-incentive services The partnership will build a ME&O portfolio of activities to increase community enrollment in energy core programs. The portfolio will include other SCE services, resources, and assets brought to support the ME&O Plan, including: • Mobile Energy Unit; • SCE's Account Manager/Executive support; • SCE's Customer Technology Application Center (CTAC) training; • SCE's Speakers Bureau; • Providing limited giveaways (for example, opportunity drawings and free CFLs); and • Providing marketing, design, and printing of brochures and other collateral materials. d) Target audience The partnership's principal target audiences are the City's municipal facilities. Facilities to be improved include city hall, its police facility, the Corporate Yard, the South West Senior Center, the Bowers Museum, the Transportation Center, Fire Stations 1 - 10, and a variety of city parks. The city has a history of investing in municipal facility energy efficiency upgrades that presently position the city at the Silver incentive level. e) Implementation See the ELPP Master PIP for details on how the three core elements will be implemented. Southern California Edison 2009 - 201 1 Energy Efficiency Plans 148 March 2009 25G-38 City of Santa Ana Energy Leader Partnership 5. Program Element Rationale and Expected Outcome a) Quantitative Baseline and Market Transformation Information By its nature, market transformation occurs as a result of numerous factors and programs, not single sub-programs. Therefore, all metrics are proposed at the highest program level. Please refer to the quantitative baseline and market transformation discussion, presented in the overall program PIP. Table 3 -Refer to the overarching program for quantitative baseline metrics b) Market Transformation Information By its nature, market transformation occurs as a result of numerous factors and programs, not single sub-programs. Therefore, all metrics and goals are proposed at the highest program level. Please refer to the quantitative baseline and market transformation discussion, presented in the overall program PIP. Table 4 -Refer to the overarching program for market transformation metrics c) Program Design to Overcome Barriers Santa Ana has large Hispanic and Asian populations many of whom do not speak English. In addition, many of the city's residents are economically disadvantaged with 18% of the population living below the poverty line. These demographic characteristics are a significant barrier to energy efficiency. To address this barrier, the City is developing a strategy for the Partnership Program that utilizes an expansive multi-lingual approach to implement a variety of public education programs in both English and Spanish languages (and Vietnamese in targeted events). This strategy will increase energy savings from customers who traditionally may not participate in energy efficiency programs to help combat the effects of climate change. Public education will be delivered at community events, through local schools and municipal services bills, via direct mail, and through the partnership's webpage. Training will be provided through business organizations such as the Greater Santa Ana Business Alliance, the Orange County Hispanic Chamber and/or the South Santa Ana Merchants Association. e) Quantitative Program Targets Table 5 Program Program Target Program Pro ram Element Tar et b 2009 b 2010 Tar et b 2011 kWh TBD TBD TBD Number of Worksho s 2 6 10 Number of Ordinances, Codes, etc. 0 0 0 # of ME&O Events conducted that 2 4 6 tar et customers Southern California Edison 2009 - 201 1 Enerbry Efficiency Plans 149 March 2009 25G-39 Cit_y of Santa Ana Energy Leader Partnership 6. Other Program Element Attributes a) Best Practices See the ELPP Master PIP. b) Innovation See the ELPP Master PIP. c) Interagency coordination See the ELPP Master PIP. d) lnte~rated/coordinated Demand Side Management See the ELPP Master PIP. e) Integration across resource tunes (energy, water, air quality, etc.) Santa Ana's integration activities include the rehabilitation of all of the City's groundwater wells and pump stations that were built before 1970 to bring their overall plant efficiencies to the industry standard of 65% or better. The partnership continues to look for further energy and water efficiencies in the delivery infrastructure of the city. Opportunities for enhanced integration and including climate protection across resource types will be identified in the development of the city's Strategic Energy and Resource Protection Plan. The partnership will provide technical assistance and other support, especially as it relates to utility energy elements. f) Pilots Street Liehtin>; & Full Implementation on Citywide Inventory: The partnership will implement a pilot program to evaluate the replacement of city-owned LS2 and LS3 street lights with LED street lights, if funding is available. The pilot will be targeted in distinct circuits in order to accurately evaluate energy efficiency and cost savings. Based on the energy savings achieved in this pilot, the partnership intends to expand the program to replace 1,000 city-owned LS2 and 270 LS3 street lights. AB 811 Funding Mechanism and Energy Efficiency Enhancement: The purpose of this program is to encourage 200 residents and 50 businesses to invest in solar retrofits. The program will enable residents and businesses to repay loans via property tax bills. The partnership will provide technical assistance and facilitate eer-to- eer P p support. g) EM&V See the ELPP Master PIP Southern California Edison 2009 - 20l 1 Energy Efficiency Plans 150 March 2009 25G-40 City of Santa Ana Energy Leader Partnership 7. Partnership Program Advancement of Strategic Plan Goals and Objectives: Table 6 California Long Term Energy Efficiency Program Approach to Achieving Strategic Plan (Strategic Plan) Strategy Strategic Plan Goal 1-1: Develop, adopt and implement model This will be considered in the City's building energy codes (and/or other green Strategic Energy and Resource Protection codes) more stringent than Title 24's Plan. It will consider adopting codes at a requirements, on both a mandatory and level that will allow the city to remain voluntary basis; adopt one or two business friendly and competitive. additional tiers of increasing stringency. 1-2: Establish expedited permitting and This will be considered in the city's entitlement approval processes, fee Strategic Energy and Resource Protection structures and other incentives for green Plan. buildings and other above-code developments. 1-3: Develop, adopt and implement model point-of--sale and other point-of transactions relying on building ratings. 1-4: Create assessment districts or other Explore the applicability of an AB 811 mechanisms so property owners can fund Funding Mechanism and Energy EE through city bonds and pay off on Efficiency Enhancement pilot program, property taxes; develop other EE financing tools. 1-5: Develop broad education program and This will be considered in the city's peer-to-peer support to local governments Strategic Energy and Resource Protection to adopt and implement model reach codes Plan. 1-6: Link emission reductions from "reach" This will be considered in the city's codes and programs to CARB's AB 32 Strategic Energy and Resource Protection program Plan. 2-2: Dramatically improve compliance with This item will be considered in the city's and enforcement of Title 24 building code, Strategic Energy and Resource Protection and of HVAC permitting and inspection Plan. requirements (including focus on peak load reductions in inland areas). ~ 2-3: Local inspectors and contractors hired This will be considered in the city's by local governments shall meet the Strategic Energy and Resource Protection requirements of the energy component of Plan. their professional licensing (as such energy components are adopted). 3-1: Adopt specific goals for efficiency of This will be considered in the city's local government bu>ldings, including: Strategic Energy and Resource Protection Plan. Southern California Edison 2009 - 201 1 Energy Efficiency Plans 151 March 2009 25G-41 City of Santa Ana Energy Leader Partnership California Long Term Energy Efficiency Program Approach to Achieving Strategic Plan (Strategic Plan) Strategy Strategic Plan Goal 3-2: Require commissioning for new This will be considered in the city's buildings, and re-commissioning and retro- Strategic Energy and Resource Protection commissioning of existing buildings. Plan. The city currently has no requirements but will provide assistance through the partnership. 3-4: Explore creation of line item in local This will be considered in the city's government budgets or other options that Strategic Energy and Resource Protection allow EE cost savings to be returned to the Plan. The item will be considered but, due department and/or projects that provided to the limitations of revenue and the budget the savings to fund additional efficiency. crisis that the City is facing, this is a low priority. 3-5: Develop innovation Incubator that See ELPP Master Program Implementation competitively selects initiatives for Plan (PIP) inclusion in local government pilot projects. 4-1: Local governments commit to clean Development and implementation of a energy/climate change leadership. citywide Strategic Energy and Resource Protection Plan will reinforce the city's long standing position as an energy leader. 4-2: Use local governments' general plan This will be considered in the city's energy and other elements to promote Strategic Energy and Resource Protection energy efficiency, sustainability and Plan. climate change. 4-4: Develop local projects that integrate This will be considered in the city's EE/DSM/water/wastewater end use Strategic Energy and Resource Protection Plan. Southern California Edison 2009 - 201 1 Energy Efficiency Plans 152 March 2009 25G-42 City of Santa Ana Ener~y Leader Partnership California Long Term Energy Efficiency Program Approach to Achieving Strategic Plan (Strategic Plan) Strategy Strategic Plan Goal 4-5: Develop EE-related "carrots" and The city currently offers a program for "sticks" using local zoning and Solar that waives a plan check, permit and development authority inspection fees for systems that either produce energy or save natural resources. The Strategic Energy and Resource Protection Plan will identify additional opportunities or "carrots" using local zoning and development authority. "Carrots" outside of local zoning and development authority: Enhanced rebates to multi-family property owners to install efficient products such as lighting, refrigeration, and water heaters in common areas and dwelling units. Energy efficiency enhancement in conjunction with AB 811 solar project financing that will allow residents and businesses to repay loans through property tax liens. Southern California Edison 2009 - 201 1 Energy Efficiency Plans 153 March 2009 25G-43 25G-44