HomeMy WebLinkAboutSOUTHERN CALIFORNIA EDISON (7)r
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Southern California Edison
Southern California Edison
On -Bill Financing Agreement
SOUTHERN CALIFORNIA
EDISON'
An E 1,50, \' fA'TfiR,V;I710ASil.` Company
A -2011 -203
Form# 14 -791 6/2010
SOUNEAN CAL4Cft14
EDISON
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - N. MAIN LED - SA# 3- 001 - 3272 -74
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
PSAP -10- 004891
SA# 3- 001 - 3272 -74
Southern California Edison
On -Bill Financing Agreement
F9S0U7f1F: RN CAL If ORNIA
EDISON
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -74
On -Bill Financing Agreement d°
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on - 2 2012
(the "Effective Date ") by and between the undersigned customer ( "Customer") and Southe n California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into the Ener Management Solutions Incentives Application for
Business Customers on or about //- �, 20_& and if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 12, 492.72
Interest Rate:
0%
Fees:
N/A
Months to Pay:
93 Months
Monthly Payment:
1 month at $19.36
and 92 months at $135.58
Service Account to be Billed:
3- 038 - 2558 -06
Designated Third -Par Payee if an
N/A
Address of Designated Third -Pa Payee: I
N/A
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -74
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -74
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attorney -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
[Remainder of page intentionally left blank]
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -74
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative:
INTERIM CITY MANAGER
Title:
V
Signature:
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address:
Southern California Edison
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
Director
Title:
Signature: `� !
Date:
1515 Walnut Grove Ave.
Rosemead, CA 91770
Business Address:
(626) 302 -0802
Telephone No.
(626)302 -6143
Fax No.
Mark.Wallenrod @sce.com
E -Mail Address:
ATTEST:
MARIA D. HUIZAR
CLERK OF THE COUNCIL
Form# 14 -791 6/2010
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RECEIVED
wiSOUTHERN CALIFORNIA
EDISON � �ur� o,; Zorn
ENERGY MANAGE '
An EDISON INTBRNATIONAL6 Company MENT SOLU7701VS
2010 — 2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD/ MAIN LED 3- 001 - 3272 -70, multiple
PROJECT NAME Service Account #
PSAP -10. 004891
UPN
1 11112 01 0
Date Received Calculated Approach M & V Required
CITY OF -SANTA ANA •
COMPANY CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KWIEMANN@SANTA ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TITLE
TELEPHONE
FAX
Tax Status: TaxExemplNonProfit
GOVERNMENT
95. 6000785
Exempt Reason
COMPANY1CORP, FEDERAL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (if Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KWIEMANNCSANTA- ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
_. __._. _ TLT1.E _. -- - -• ._ .. - -- - -__ -.._ ...._ .. _. -..
__. _ .... TELEPHONE
FAX
E. OXFORD/ MAIN LED
SITE NAME
SITE ID # (it applicable)
118112 E OXFORD
SANTA ANA,CA
92701
SITE ADDRESS
CITYISTATE
ZIP CODE
KURT WIEMANN
(714)6474639
3 -001- 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICE ACCOUNT #
Solution Code Solutlon Description kWh KW $ Incentive Amount
L.T -48371 Exterior LED street lighting 210,545.00 0100 $10,527.25
Total Approved Savingsllncentive Estimates 210,545.00 0.00 10,521.25
Project Cost Adjustment (� 0.00
Project Site Cap Adjustment I 0.00
'Total Estimated Incentive [- 16,843.60
10 %Q Measurement and Verification Adder (if applicable)
2010 — 2012 CUSTOMIZED SOLUTIONS AGREr.MENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL. PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered into by Southern California Edison Company
("SCE ") and the Customer or the Customer's Authorized Agent, as Identified on page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such terms and
conditions, and such terms and condltions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable). If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
Individually referred to as a "Party" and collectively as the "Parties
1.0 PROJECT DESCRIPTION This Agreement is limited to those projects and/or solutions described In the
applicable 2010 -2012 Energy Management Solutions - Incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, in accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ( "Program°) Is further described in the 2010
Customized Statewide Procedures Manual for Business ( "Program Manual ") and at
www.sce.com/customize4_soluUons.
20 DOCUMENTS INCORPORATED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (t) Applicants completed, signed and submitted Application, (ii) SCE
acceptance letter(s) based on the energy saving solutions proposed In the Application, and (ill) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement').
3.0 ELIGIBILITY Program funding Is limited and is available on a first -come, first-served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program Incentives ( "Incentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC") on the SCE electric meter where the energy efficient equipment Is Installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal - mandated codes,
industry - accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services covered by this Agreement in an amount greater than
the total cost of the project or solution(s) (including labor and materials); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below -prior to being aligisle_for payment-of incentives.. Requirsd_documents,include, .but.are
Agreement, fully executed and with the attached documents referenced In Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, If applicable (including archival
diskette, CD, etc.); (3) Schematic drawings and/or manufacturer specification sheets, If applicable; (4) Invoices
and/ordocumentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, if M &V is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In Its sole discretion, in connection with the Program.
5.0 INSPECTIONS Applicant Is solely responsible fdr ensuring that SCE has reasonable access for all
Inspections, Including but not limited to: (1) Pre - Installation equipment Inspection to exams a the existing/baseline
equipment and to check the accuracy of Applicant's equipment survey; (2) Post installatlod'equlpment Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post-operation inspection to
verify energy savings of the solutions after Installed equipment has been operating, if requested by SCE; and (4)
inspection for any other Program - related reason that SCE, in Its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE'S AND /OR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PRO. dCT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT IS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.11 PAYMENTS Payment of incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satisfaction.,Payrnent of_ Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine incentive payments. incentives shall only be paid on projects that exceed
the baseline performance standards applicable when this Agreement 1s signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution Installed differs from the Installation as set forth
In this Agreement.
7.2 The total Incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in, the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results In: (a) Increased actual energy savings
resulting from the installation of a greater quantity of the approved solutions (as outlined In SCE's
acceptance letter); (b) increased actual energy savings resulting from greater efficiencies than estimated
(as outlined In the SCE acceptance letter), and/or (c) greater actual project costs than originally
estimated.
Partnership Incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined in
the Program Manual.
7.3 Energy savings for which Incentives are pald cannot exceed the actual electric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will make the applicable Incentive payment to the designated payee, in one or more installments,
only after all required andlor requested documents have been submitted to, and approved by, SCE, and
the appropriate Inspection(s) of the project or project site have been completed In accordance with the
Program rules set forth in the Program Manual,
7.5 Except as provided below, ail projects and/or solutions must be completely Installed and fully
operational one year from SCE's written project Application approval date to be eligible for incentive
prorated Incentive payments, and/or terminate this Agreement if the project is not completely installed and
fully operational by the applicable date as indicated above, unless an installation extension is granted by
SCE. -
8.0 PAYMENT DISQUALIFICATION Any incentives received by Applicant shall be repaid to SCE, In whole or in
part, as follows:
8.1 If Customer falls to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the Incentives shall be prorated and any incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified In this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever Is less, or (2) the energy benefit to SCE ceases In any way, Including but not limited to
Customer and /or the project site ceasing to receive electricity from SCE, the solution, equipment andlor
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site.
Applicant shall refund to SUt a prorated amount of the Incentive doilat., based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE. Repayment Is required In accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 TERM AND TERMINATION The term of this Agreement shall commence on the last date that a Party
executes this Agreement and shall terminate no later than five (5) years from SCE's written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term!).
10,0 ASSIGNMENT SCE may assign this Agreement, or its rights and obligations hereunder, directly or Indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment,
Applicant may not assign Its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant is obligated to provide additional
Information if requested by SCE.
11.0 PiE;RMUS AND L.IQENSEA Applicant, at its own expense, shall obtain and maintain and cause Its contractors
and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work. Any failure by Applicant or its contractors and/or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement.
12.0 ADVERTISING, MARKETING AND USE OE ACES NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any affiliation for any reason, including soliciting customers to participate in
the project, without SCE's priorwritten consent. Applicant shall make no representations to its customers on behalf
of SCE.
13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and is a
direct party thereto, and (IQ such Partnership Agreement contains indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
-� and the remainder of this Section 13 shall have no force and effect. For all other Applicants (Including, but not
limited to, program participants, contractors, cionsultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, its affiliates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In any way connected with any: (1) Injury to or death of persons, including but not limited to employees of
SCE or Applicant; (11) Injury to property or other Interests of SCE, Applicant, or any third party;(Iii) violation
of local, state, or federal common law, statute, or regulation, Including but not limited to environmental
laws or regulations; or (iv) strict liability imposed by any law or regulation; so long as such injury, violation,
or strict liabllity�as set forth In i - (lv_above) arises from or is in any way connected with AP ILicant'si
performance of, or failure to perform, this Agreement, however caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
SCE, Its officers, managers or employees.
132 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liability that arise out of, result from, or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this Indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be Incurred by SCE in
enforcing this Indemnity, including reasonable attorney's fees. This Indemnity shall survive the termination
of this Agreement for any reason.
13A If this Agreement Is assigned pursuant to Section 10.0; Applicant agrees that this indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIM1TATION OF Al.l MILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
Indirect or consequential damages Incurred by Applicant. -
15.0 WRITTEN NOTICE Any written notice, demand or request required or authorized In connection with this
Agreement shall be deemed properly given If delivered Iii p erson or sent byacsimiie, email, nationally recognized
overnight courier, or first class mall, postage prepaid; to the'address specified below, or to another address specified
In writing by SCE.
SCE
SCE Offer Manager: HODGE, JAMES
Address: 6042A IRWINDALE AVE
City, State, ZIP:
Phone #:
Emall.
IRWINDALE, CA 91702
Fax # -
,LAMES, HO DGE @SCE.COM
Name: KURT WIEMANN
Company: CITY OF SANTA ANA
Address: 20 CIVIC CENTER PLAZA M -21
City, State, ZIP: SANTA ANA; CA 92702
— – --- P4wne - #: -- 06.9
Email: KW[EMANN@SANTA- ANA.ORG
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 Business Days after the date the notice Is postmarked; (c) if by facsimile or email, 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.
96A CONFLICTS Bf&Fl =ti Tsrrarta Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents Incorporated by reference, the documents shall control In the following order: 1) SCE acceptance
letter(s) and Incentive estimate(s) based on solutions approved In the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant's approved Application(s). Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the Identification of any
conflict or Inconsistency concerning this Agreement.
17.0 CANCELLADON OF ACRE ,)1Q NI: SCE may suspend or terminate the Agreement, with cause, upon
written notice to the Applicant Identified In Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant if funding for the Program Is depleted, or If SCE determines suspension or
terminatlon of the Agreement is necessary in order to make changes to the related Program or If SCE Is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
98.0 MISCELLANE00 This Agreement shall at all times be subject to such changes or modifications by the
CPUC as it may from time to time direct in the exercise of its jurisdiction. This Agreement shall be governed and
construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. If
any provision of this Agreement shall be held by a codrt of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain In full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof. No amendment, modification or change to this Agreement shall be binding or
Agreement
effective unless expressly set forth In WtIting and signed by SCE's representative authorized to execute the
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
By:
Title: DIR PROGRAMS & OPS, OUST EE
& SOLAR
Name Printed: WALi.ENROD, MARK
Data:
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
A
By:
d dSAN4Cr
Name Printed: -vJ071— W) f IL4A
Date: 5-1171.11
5[31 MERS CAL*#4t11k
EDISON
AR Gagprr!
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - N. MAIN LED - SA# 3- 027 - 9664 -57
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
PSAP -10- 004891
SA# 3- 027 - 9664 -57
Southern California Edison
On -Bill Financing Agreement
PqSOU flit RN CAI If oRNi&
EDISON'
_m 1 MVIA P11 t,M% 1TIf1AR1' Cninpaiy
Southern California Edison Form# 14 -791 6/2010
I
PSAP -10- 004891
SA# 3- 027 - 9664 -57
On -Bill Financing Agreement
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on 2 _ Z 3 *20ZZ,
(the "Effective Date ") by and between the undersigned customer ( "Customer") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into tgement Solutions Incentives Application for
Business Customers on or about and if applicabl e, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$5,678.16
Interest Rate:
0%
Fees:
N/A
Months to Pa
93 Months
Monthly Payment:
1 month at $5.44
and 92 months at $61.66
Service Account to be Billed:
3- 038 - 2579 -84
Designated Third -Pa Payee if an
N/A
Address of Designated Third -Pa Payee:
N/A
Southern California Edison
Form# 14 -791 6/2010
t'
PSAP -10- 004891
SA# 3- 027 - 9664 -57
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 027 - 9664 -57
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attomey -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
[Remainder of page intentionally left blank]
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 027 - 9664 -57
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA Southern California Edison Company:
PAUL WALTERS Mark Wallenrod
Authorized Representative: Authorized Representative:
INTERIM CITY MANAGER Direc of ro ram &jQQerations
Title: Titl
� r
,Signature: Signature:
2-23-1-7
Date: Date:
20 CIVIC CENTER PLAZA M -21 1515 Walnut Grove Ave.
SANTA ANA, CA 92702 Rosemead, CA 91770
Business Address: Business Address:
(714)647 -5639 (626)302 -0802
Telephone No. Telephone No.
(714)647 -5069 (626)302 -6143
Fax No. Fax No.
Mark.Wallenrod @sce.com
E -Mail Address: E -Mail Address:
t ,
Southern California Edison
ATTEST:
MARIA D. HUIZAR
CLERK OF THE CO CIL
Form# 14 -791 6/2010
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SOUTHERN CALIFORNIA
EDISON
An EDIS0IV 1NTBRNATI0.NAb0 Cmupany
RECEIVED
JUN 0 '2011
ENERGY MANgGEMEN7.SOLU7.10N
S
2010 -2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD/ MAIN LED
3- 001 - 9272 -70, multiple
PROJECT NAME
Service Account #
PSAP -10- 004891
UPN
11/1/2010
Date Received
Calculated Approach Xl M & V Required
• n •
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
CITY /STATE
ZIP
KURT WIEMANN
KWIEMANN@SANTA- ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TITLE
TELEPHONE
FAX
Tax Status: TaxExemptNonPrOfit
GOVERNMENT
95.6000785
Exempt Reason
COMPANYXORP, FEDURAL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAN M-21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
C1TYlSTATE
ZIP
KURT WIEMANN
KWIEMANNCSANTA ANA.ORG
CONTACY NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TELEPHONE... - - --
FAx
E OXFORD/ MAIN LED
•
SITE NAME
SITE ID # (it applicable)
118112 E OXFORD
SANTA ANA,CA
92701
SITE ADDRESS
CITYISTATE
ZIP CODE
KURT WIEMANN
(714)647 -5639
3 -009- 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICE ACCOUNT #
i 1Yt11 APOV6VCCI savilig lild 111cciltIVU r:St1111atC
Solution Code Solution Description kWh KW $ Incentive Amount
LT -48371 Exterior LED street lighting 29 0,645.00 0100 $10,5Z7.25.
Total Approved Savingsllncentive Estimates 210,545.00 0.00 $10,527395
Project Cost Adjustment I 0.00
Project Site Cap Adjustment 0.00
'Total Estimated Incentive $16,M.60
10% Measurement and Verlflcatlon Adder (if applicable)
2010 - 2012 CUSTOMIZED SOLUTIONS AGREEMENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered Into by Southern California Edison Company
( "SCE ") and the Customer or the Customer's Authorized Agent, as identified on page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termd and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
N applicable). If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any Implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties."
1.0 PROJECT DESCRIPTION This Agreement Is limited to those projects and /or solutions described in the
applicable 2010 -2012 Energy Management Solutions - Incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party property authorized to receive payment, In accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ( "Program's is further described In the 2010
Customized Statewide Procedures Manual for Business ( "Program Manual ") and at
www.sce.com /customized solutions.
2.0 DOCUMENTS INCORPORATED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (i) Applicants completed, signed and submitted Application, (i1) SCE
acceptance letter(s) based on the energy saving solutions proposed in the Application, and (ill) the agreement (or.
memorandum of understanding, as applicable) to Jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement°):
3.0 E!QIBI TY Program funding Is limited and is available on a first -come, first - served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of tiiis Agreement. Projects
must meet the following requirements to be eligible for payment of Program Incentives ("incentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge CPGC ") on the SCE electric meter where the energy efficient equipment is installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal- mandated codes,
industry-accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services covered by this Agreement in an amount greater than
the total cost of the project or solution(s) (including labor and materials); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below -prior to being eligible-for payment.of Incentives.. Requirsid._documents_lnclude, .but.ace not.limited.to,;_(1)- This_.._
Agreement, fully executed and with the attached documents referenced In item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, if applicable (including archival
diskette, CD, etc.); (3) Schematic drawings and /or manufacturer specification sheets, if applicable; (4) Invoices
and/ordocumentation to support solution costs, at SCE's request; (5) Project installation Report; (6) Operating
Report, if M &V is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE in its sole discretion, in connection with the Program.
6.0 INSPECTIONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
inspections, Including but not limited to: (1) Pre- Installatlon equipment Inspection to examspa the existing/baseline
equipment and to check the accuracy of Applicant's equipment survey; (2) Post installatlori'squipment Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post-operation Inspection to
verify energy savings of the solutions after installed equipment has been operating, if requested by SCE; and (4)
Inspection for any other Program- related reason that SCE, in its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE's AND /OR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAPABiLITY, OR RELIABILITY OF THE PRC)vc:CT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT IS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCI= MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.0 p Y�MENTS Payment of incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satisfaction.,Payment of. Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be paid on projects that exceed
the basaline performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount N the actual solution installed differs from the installation as set forth
In this Agreement.
7.2 The total incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results In: (a) Increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined In SCE's
acceptance letter); (b) Increased actual energy savings resulting from greater efficiencies than estimated
(as outlined in the SCE acceptance letter), and/or (c) greater actual project costs than originally
estimated.
Partnership Incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total incentive payment shall not exceed the total project cost as defined In
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual electric usage for each SCE
Customer service account for which Incentives are being: requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will mare the applicable Incentive payment to the designated payee, in one or more installments,
only after all required and/or requested documents have been submitted to, and approved by, SCE, and
the appropriate Inspection(s) of the project or project site have been completed In accordance with the
Program rules set forth in the Program Manual,
7.5 Except as provided below, all projects and/or solutions must be completely installed and fully
operational one year from SCE's written project Application approval date to be eligible for Incentive
prorated Incentive payments, and/or terminate this Agreement if the project is not completely installed and
fully operational by the applicable date as indicated above, unless an installation extension is granted by
SCE.
8.0 PAYMENT DISQUALIFICATION Any Incentives received by Applicant shall be repaid to SCE, in whole or in
part, as follows:
8.1 If Customer fails to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the incentives shah be prorated and any Incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified In this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever Is less, or (2) the energy benefit to SCE ceases in any way, including but not limited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and /or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site.
Applicant shall refund to St;t a prorated amount of the Incentive dollato based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notificatlon
by SCE, Repayment Is required in accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 TERM AND TERMINATION The term of this Agreement shall commence on the last date that a Party
executes this Agreement and shall terminate no later than five (5) years from SCE's wrftien project Insia[lation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
10,0 ASSIGNMENT SCE may assign this Agreement, or Its rights and obligations hereunder, directly or Indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment,
Applicant may not assign Its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant is obligated to provide additional
information If requested by SCE.
11.0 MINES AND LICENSEN Applicant, at its own expense, shall obtain and maintain and cause its contractors
and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work. Any failure by Applicant or its contractors and /or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement.
12.0 ADVERTISING, MARKETING AND USE OF SCE'S NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any affiliation for any reason, including soliciting customers to participate in
the project, without SCE's prior - written consent. Applicant shall make no representations to Its customers on behalf
of SCE,
13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and Is a
direct party thereto, and (ii) such Partnership Agreement contains Indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shalt apply to this Agreement
—� and the remainder of this Section 13 shall have no force and effect. For all other Applicants (Including, but not
limited to, program participants, contractors, oansultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, its affiliates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In any way connected with any: (1) injury to or death of persons, Including but not limited to employees of
SCE or Applicant; (i1) Injury to property or other interests of SCE, Applicant, or any third party;(M) violation
of local, state, or federal common law, statute, or regulation, including but not limited to environmental ' -
laws or regulations; or (iv) strict liability imposed by any law or regulation; so long as such Injury, violation,
or strict liabiliiy�as set forth in��iv) at?ove� arises from or is in any way connected with Applicant's _
performance of, or failure to perform, this Agreement, however caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that is caused by the sole negligence or willful misconduct of
SCE, Its officers, managers or employees.
13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liability that arise out of, result from' , or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this Indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay ail costs and expenses that may be incurred by SCE In
enforcing this Indemnity, including reasonable attorney's -fees, This Indemnity shall survive the termination
of this Agreement for any reason.
13A If this Agreement is assigned pursuant to Section 10.0; Applicant agrees that this Indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OF LIABILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
Indirect or consequential damages incurred by Applicant. -
15.0 M(RITTEN NOTICE Any written notice, demand or request required or authorized In connection with this
Agreement sha11 be deemed properly given If delivered In person or sent by facsimile, email, nationally recognized
overnight courier, or first class mall, postage prepeld; to the'address specified below, or to another address specified
In writing by SCE.
SCE
SCE Offer Manager:
Address:
City, State, Zip:
Phone #:
Email:
HODGE, JAMES
6042A IRWINDALE AVE
IRWINDALE. CA 91702
Fax # -
JAMES.HODGE@SCE.COM
Name, KURT WIEMANN
Company: CITY OF SANTA ANA
Address: 20 CIVIC CENTER PLAZA M -21
City, State, Zip: SANTA ANA; CA 92702
-phone-#:---- ;•7- lA.)6A7= 5639 -- —F- ate#- ir�1_4)647 5.069
Email: KWIEMANN @SANTA- ANA.ORG
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 Business Days after the date the notice is postmarked; (c) if by facsimile or email, 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 nexWay delivery.
16.0 CONFLICTS B MMAM Should a conflict exist between the main body of this Agreement and the
documents Incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents incorporated by reference, the documents shall control in the following order: 1) SCE acceptance
letter(s) and Incentive estimate(s) based on solutions approved In the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Appllcanfs approved Application(s). Should a conflict exist between an
applicable federal, State, or focal law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the identiflcation of any
conflict or Inconsistency concerning this Agreement.
17.0 CANCEL LA_TION OF AGREEMENT: SCE may suspend or terminate the Agreement, with cause, upon -
written notice to the Applicant identified in Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant if funding for the Program is depleted, or If SCE determines suspension or
torrnlneMon of the Agreement is necessary In order to make changes to the related Program or If SCE is ordered by
the CPUC to modify or discontinue a Program and /or any agreements related to a Program.
98.0 MISCEL.LANEOW5 This Agreement shall at all times be subject to such changes or modifications by the
CPUC as It may from time to time direct in the exercise of its Jurisdiction. This Agreement shall be governed and
construed In accordance with the laws of the State of California, without regard to Its conflict of laws provisions. If
any provision of this Agreement shall be held by a court of competent jurisdiction to be Illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the parties, whether oral or written, with
respect to the subject matter hereof. No amendment, modification or change to this Agreement shall be binding or
effective unless expressly set forth In writing and signed by SCI+'s represe
Agreement ntative authorized to execute the
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
By:
Title: D1R PROGRAMS & OPS, COST EE
& SOLAR
Narne Printed: WALLENROD, MARK
Date: 7/x-/[/ _
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
sr.
V
Name Printed: 1L4AA kJ
Dafe: 1j /�
SoMMERh CALA51 SLA
EDISO I
n. CA'"..'+M "..+C•T13K-U1 G:m7rs!
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - E. OXFORD/ MAIN LED - SA# 3- 001 - 3272 -70
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
. s,
PSAP -10- 004891
SA# 3- 001 - 3272 -70
Southern California Edison
On -Bill Financing Agreement
PqSOU IHE RN CAI It ORNIA
EDISON
;1n L!)1S(t,h !Vl L;N ti:i Mil'• ".i L. "C'onipu,i�
Southern California Edison Form# 14 -791 6/2010
.�L
PSAP -10- 004891
SA# 3 -001- 3272 -70
On -Bill Financing Agreement p
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on Z — 2 3 �20_Z4
(the "Effective Date ") by and between the undersigned customer ( "Customer ") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into the Energy anagement Solutions Incentives Application for
Business Customers on or about 11-9 , 20ZO and if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 7,950.88
Interest Rate:
0%
Fees:
N/A
Months to Pa
93 Months
Monthly Payment:
1 month at $20.48
and 92 months at $86.20
Service Account to be Billed:
3 -038- 2557 -59
Designated Third -Par Payee if an
N/A
Address of Designated Third -Pa Payee:
N/A
Southern California Edison
Form# 14 -791 6/2010
1 4
PSAP -10- 004891
SA# 3- 001 - 3272 -70
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
3 WO
PSAP -10- 004891
SA# 3- 001 - 3272 -70
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attorney -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
Southern California Edison
[Remainder of page intentionally left blank]
Form# 14 -791 6/2010
R
PSAP -10- 004891
SA# 3- 001 - 3272 -70
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA Southern California Edison Company:
PAUL WALTERS Mark Wallenrod
Authorized Representative: Authorized Representative:
INTERIM CITY MANAGER Direct o Program & Operations
Title: Titl .
Signature: Signature:
Z -23-1
Date: Date:
20 CIVIC CENTER PLAZA M -21 1515 Walnut Grove Ave.
SANTA ANA, CA 92702 Rosemead, CA 91770
Business Address: Business Address:
(714)647 -5639 (626)302 -0802
Telephone No. Telephone No.
(714)647 -5069 (626)302 -6143
Fax No. Fax No.
Mark.Wallenrod @sce.com
E -Mail Address: E -Mail Address:
Southern California Edison
ATTEST:
,R.IA D. HUIZAR
_ftK OFTHE GQi; "� °�
Form# 14 -791 6/2010
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SOLffHERN CAUFORNIA
EDISON
An EDISON 1NTERNATIONAL0 Company
RECEIVED
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ENERGY MANAGEMEN7SOLUTIONS
2010 -2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD/ MAIN LED 3401 - 3272 -70, multiple
PROJECT NAME Service Account #
PSAP -10- 004891
UPN
11/1/2010
Date Received
Calculated Approach F7X M & V Required
CITY OF SANTA ANA
• n •
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA 92702
ADDRESS
CITY /STATE ZIP
KURT WIEMANN
KW IEMANN @SANTA- ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639 (714)647 -5069
TITLE
TELEPHONE FAX
Tax Status: TaxExempWonProfft
GOVERNMENT 95. 8000785
Exempt Reason COMPANYICORP, FEUBRAL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA SANTA ANA, CA 92702
ADDRESS
CITYISTATE ZIP
KURT WIEMANN
KWIEMANNCSANTA ANA.ORG
CONTACT ME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639 (714)647 -5069
TELEPHONE - - - - -- _ — FAX
E. OXFORD/ MAIN LED
SITE NAME SITE ID # (if applicable)
118112 E OXFORD SANTA ANA,CA 92701
SITE ADDRESS CITY /STATE ZIP CODE
KURT WIEMANN (714)647 -5639 3 -001- 3272 -70, multiple
SITE CONTACT NAME TELEPHONE SERVICE ACCOUNT #
Solution Code Solution DawAption kWh KW $ Incentive Amount
LT -48371 Exterior LED street lighting 210,545.00 0.00 $10,627.25.
Total Approved Savingslincentive Estimates 210,W.001 0.001 $10,527.25
Project Cost Adjustment 0.00
Project Site Cap Adjustment I - 0.00
Total Estimated Incentive L 16,843.60
10% Measurement and Verification Adder (if applicable) i
2010 —2012 CUSTOMIZED SOLUTIONS AGREtMENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered into by Southern California Edison Company
("SCE ") and the Customer or the Customer's Authorized Agent, as Identified on page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such tern-it and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable). If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties"
1.0 PROJECT DESCRIPTION This Agreement is limited to those projects and/or solutions described In the
applicable 2010 -2012 Energy Management Solutions - Incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party property authorized to receive payment, in accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ( "Program's is further described In the 2010
Customized Statewide Procedures Manual! for Business ( "Program Manual ") and at
www.sce.com/customize4_soluUons.
2.0 DOCUMENTS INCOREORMED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (1) Applicants completed, signed and submitted Application, (11) SCE
acceptance letters) based on the energy saving solutions proposed in the Application, and {ill) the agreement (,or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement').
3.0 ELIGIBILITY Program funding Is limited and is available on a first -come, first-served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program Incentives ("incentive(s)"): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy efflclent equipment is installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal- mandated codes,
industry - accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services covered by this Agreement in an amount greater than
the total cost of the project or solutions) (including labor and materials); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below -prior to being .eligible-for payment.of Incentives.. Required..documents_irnclude, .but.are not.limited. o:_(1)_Thia_.._ _ _
Agreement, fully executed and with the attached documents referenced In Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, if applicable (including archival
diskette, CD, eta); (3) Schematic drawings and /or manufacturer specification sheets, If applicable; (4) Invoices
and/or-documentation to support solution costs, at SCE's request; (5) Project installation Report; (6) Operating
Report, if MW is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In Its sole discretion, In connection with the Program.
5.0 INSPECTIONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
Inspections, Including but not limited to: (1) Pre- installatlon equipment Inspection to examsppe the existing/baseline
equipment and to check the accuracy of Applicants equipment survey; (2) Post Installatiod'equipment Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey, (3) Post-operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, if requested by SCE; and (4)
Inspection for any other Program- related reason that SCE, in its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE'S AND /OR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNiCAL
.FEASIBILITY. OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PRU.c:CT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT 1S
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.01PAY ENTS Payment of incentives will be made only after all Program requirements are met by Applicant to
SCE's sofa satisfaction..Payrnent of Incentives wiil be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be paid on projects that exceed
the baseline performance standards applicable when this Agreement is signed. SCE reserves the right to
modify or cancel the incentive amount if the actua[ solution installed differs from the Installation as set forth
In this Agreement.
7.2 The total Incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate If the project results in: (a) Increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined in SCE's
acceptance fetter); (b) Increased actual energy savings resulting from greater efficiencies than estimated
(as outlined In the SCE acceptance fetter), anftr (c) greater actual project costs than originally
estimated.
Partnership Incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined In
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual a[ectric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will make the applicable incentive payment to the designated payee, in one or more installments,
only after all required and/or requested documents have been submitted to, and approved by, SCE, and
the appropriate inspections) of the project or project site have been completed In accordance with the
Program rules set forth In the Program Manual.
7.5 Except as provided below, all projects and/or solutions must be completely installed and fully
operational one year from SCE's written project Application approval data to be eligible for Incentive
Incentive
ment if the arolect Is not cornDietely installed and
fully operational by the applicable date as iindicated above, unless an installation extension is granted by
SCE.
8.0 PAYMENT DISQUALIFICATION Any Incentives received by Applicant shall be repaid to SCE, In whole or in
part, as follows:
8.1 If Customer fails to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the Incentives shall be prorated and any Incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified In this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever is less, or (2) the energy benefit to SCE ceases in any way, including but not limited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and /or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site,
Applicant shall refund to SGt a prorated amount of the Incentive dollato based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE. Repayment Is required in accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 'TERM AN12 TERMINATION The term of this Agreement shall commence on the last date that a Party
executes this Agreement and shall terminate no later than five (5) years from SCE's written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
10.0 ASSIGNttnIENT SCE may assign this Agreement, or Its rights and obligations hereunder, directly or indlrectly,
without prior written consent provided SCE remains obligated for payments incurred prior to the assignment.
Applicant may not assign Its rights or delegate its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant Is obligated to provide additional
Information if requested by SCE.
11.0 PERMITS AND LIC91NISES Applicant, at its own expense, shall obtain and maintain and cause its contractors
and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work. Any failure by Applicant or its contractors and /or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement
12.0 ADVERTISING, MARKETING AND USE OF ACES NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any afitllafion for any reason, including soliciting customers to participate in
the project, without SCE's prior-written consent. Applicant shall make no representations to Its customers on behalf
of SCE.
13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and is a
direct party thereto, and (IQ such Partnership Agreement contains indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
— lP and the remainder of this Section 13 shall have no force and effect. For all other Applicants (including, but not
limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, Its affiliates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In any way connected with any: (1) Injury to or death of persons, including but not limited to employees of
SCE or Applicant; (11) Injury to property or other interests of SCE, Applicant, or any third party;(lii) violation
of local, state, or federal common law, statute, or regulation, including but not limited to environmental
laws or regulations; or (iv) strict liability imposed by any law or regulation; so long as such Injury, violation,
or strict liability Jas set forth In�i) =(f_v) above) arises from or [sin and way
_connected with`Appitcant's_
performance of, or failure to perform, this Agreement, however caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
SCE, Its officers, managers or employees.
13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liability that arise out of, result from' , or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of tie work performed under this Agreement are
expressly within the scope of this Indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, remove[, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this Indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be incurred by SCE In
enforcing this Indemnity, including reasonable attorney's fees. This Indemnity shall survive the termination
of this Agreement for any reason.
13A If this Agreement Is assigned pursuant to Section 10.0; Applicant agrees that this Indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OF LIABILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, Including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
indirect or consequential damages Incurred by Applicant. - -
15.0 ylfR=M NOTICE 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, email, nationally recognized
overnight courier, or first class mall, postage prepald; to the•address specified below, or to another address specified
In writing by SCE.
SCE Offer Manager: BODGE, JAMES
Address:
6042A IRWINDALE AVE
City, State, Zip: IRWINDALE, CA 91702
Phone #: - Fax # -
Email: .IAMES.HODGE@SCE.COM
Name: KURT WIEMANN
Company: CITY OF SANTA ANA
Address: 20 CIVIC CENTER PLAZA M -21
city, state, Zip: SANTA ANA; CA 92702
Email: KWIEMANNQSANTA- ANA.ORG
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 Business Days after the date the notice Is postmarked; (c) If by facsimile or email, 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.
78.0 CONFLICTS BETfflF_F-N TggMS Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents incorporated by reference, the documents shall control in the following order: 1) SCE acceptance
letter(s) and Incentive estimate(s) based on solutions approved in the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant`s approved Application(s). Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the identification of any
conflict or inconsistency concerning this Agreement.
47.0 CANCELLATION OF AGREEMENT: SCE may suspend or terminate the Agreement, with cause, upon -
written notice to the Applicant Identified In Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant If funding for the Program is depleted, or If SCE determines suspension or
termination of the Agreement is necessary In order to make changes to the related Program or if SCE Is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
18-OMISCELLANEOU35 This Agreement shall at all times be subject to such changes or modifications by the
CPUC as it may from time to time direct in the exercise of its jurisdiction. This Agreement shall be governed and
construed In accordance with the laws of the State of California, without regard to its conflict of laws provisions. If
any provision of this Agreement shall be held by a codrt of competent jurisdiction to be Illegal, invalid or
unenforceable, the remaining provisions shalt remain in full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof, No amendment, modification or change to this Agreement shall be binding or
effective unless expressly set forth in writing and signed by SCE's representative authorized to execute the
Agreement.
IN WITNESS WHEREOF, the parties hereto have _caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
By:
Title: D1R PROGRAMS & OPS, OUST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date:
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
By:
fled (FerSAN��jRw
Name Printed: y 'I CV fOlNdA,'A r
Date:
T
RX"Elh CALC)INLU
EDI ON
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - S. ROSS/ EDINGER LED - SA# 3- 001 - 3272 -71
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
PSAP -10- 004891
SA# 3- 001 - 3272 -71
Southern California Edison
On -Bill Financing Agreement
rlSOUMERN ('ALIF ORNIA
EDISON'
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -71
On -Bill Financing Agreement
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on
(the "Effective Date ") by and between the undersigned customer ( "Customer") and Southern California
Edison Company ( "SCE ") (each a "Party," collectivel the "Parties ").
Recitals
1. Customer and SCE entered into the Energ Management Solutions Incentives Application for
Business Customers on or about 201
D and if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 10, 786.40
Interest Rate:
0%
Fees:
N/A
Months to Pa
92 Months
Monthly Payment:
1 month at $109.37
and 91 months at $117.33
Service Account to be Billed:
3- 038- 2557 -51
Designated Third -Pa Payee if an
N/A
Address of Designated Third -Pa Payee:
N/A
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -71
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -71
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attorney -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
Southern California Edison
[Remainder of page intentionally left blank]
Form# 14 -791 6/2010
•
PSAP -10- 004891
SA# 3- 001 - 3272 -71
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative:
INTERIM CITY MANAGER
Title:
<2x � /ice
Signature:
2 -23 -/Z
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
(714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address:
c
Southern California Edison
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
Direc o Pro ram & OlDerations
if
Signature:
Date:
1515 Walnut Grove Ave.
Rosemead, CA 91770
Business Address:
(626)302 -0802
Telephone No.
(626) 302 -6143
Fax No.
Mark.Wallenrod @sce.com
E -Mail Address:
ATTEST
MAF
CLE,- HE COUNCIL
Form# 14 -791 6/2010
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SOUTHERN CALIFORNIA
EDISON®
An EDISON INTERNATIONALD Company
RECEIVED
JUN 0; 2011
ENERGY MAIVAGEMENTSOLU77ONS
2010 - 2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD/ MAIN LED 3-001 - 3272 -70, multiple
PROJECT NAME Service Account #
PSAP -10- 004891
UPN
11/112010
Date Receives!
Calculated Approach 1K M & V Required
CITY OF SANTA ANA
• n •
COMPANY
CORPORATION PARENT NAME (if Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KW IEMANN@SANTA- ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TITLE
TELEPHONE
FAX
Tax Status: TaxExemptNonPrafit
GOVERNMENT
95.6000785
Exempt Reason
COMPANWCORP, FEDERAL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
CITWSTATE
ZIP
KURT WIEMANN
KWIEMANNCSANTA- ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
_. _—._._TITLE_.__ ._.._ ..._------- -__.._ _.._ .._.__.. __._....
TELEPHONE - - - -- -- _ --
FAX
E. OXFORD! MAIN LED
•
SITE NAME
SITE ID # (it applicable)
1181/2 E OXFORD
SANTA ANA,CA
92701
SITE ADDRESS
CITYISTATE
ZIP CODE
KURTWIEMANN
(714)647 -5639
3 -009- 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICE ACCOUNT #
Solution Code Solution flescription kWh KW $ Incentive Amount
LT -48371 Exterior LED street lighting 210,545.00 0100 $10,527.29.
Total Approved SavingslIncentive Estimates 1 210,545.00 0.00 $10,5275
Project Cost Adjustment 0.00
Project Site Cap Adjustment 20
Total Estimated Incentive L 16,843.60
10% Measurement and Verification Adder (if applicable)
2010 — 2012 CUSTOMIZED SOLUTIONS AGREeMENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered Into by Southern California Edison Company
("SCE ") and the Customer or the Customer's Authorized Agent, as Identified an page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termd and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable), If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties."
1.0 PROJECT DESCRIPTION This Agreement Is limited to those projects and/or solutions described in the
applicable 2010 -2012 Energy Management Solutions - incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, in accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ('Program"] is further described In the 2090
Customized Statewide Procedures Manual for Business ( "Prograrn Manual ") and at
www.sce.comlcustomized solutions.
2.0 DOCUMENTS INCORPORATED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (1) Applicant's completed, signed and submitted Application, (11) SCE
acceptance ietter(s) based on the energy saving solutions proposed in the Applicatlon, and (Iii) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement"),
3.0 ELIGIBILITY Program funding is limited and is available on a first -come, first - served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program Incentives ("Incentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy efficient equipment Is Installed; (3) Projects will
be evaluated using the Calculated Approach and/or the Measured Savings Approach (also known as measurement
and vwfflcation ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state- mandated codes, federal- mandated codes,
industry- accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply far or receive rebates, incentives, or services. covered by this Agreement in an amount greater than
the total cost of the project or soiuiion(s) (including labor and materials); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below-prior to being .ellgible_for payment-of Incentives.. Required-documents..lnclude,
Agreement, fully executed and with the attached documents referenced in Item 2.0 above; (2) Complete
engtneering calculations to demonstrate energy savings and documentation, if applicable (including archival
diskette, CD, etc_); (3) Schematic drawings and /or manufacturer specification sheets, If applicable; (4) Invoices
andlordocumentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, IF MW is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In Its sole discretion, in connection with the Program.
5.0 I SPECTIONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
inspections, Including but not limited to: (1) Pre - installation equipment Inspection to exams a the existinglbaseline
equipment and to check the accuracy of Applicants equipment survey; (2) Post Installatiod'equipment Inspection to
check installed equipment and to verify accuracy of Applicants equipment survey; (3) Post-operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, if requested by SCE; and (4)
Inspection for any other Program - related reason that SCE, in its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE'S ANDIOR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PRO.dCT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT IS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.0 PAYMENTS Payment of incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satisfaction..Payment of. Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be paid on projects that exceed
the basdline perfwmance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution installed differs from the installation as set forth
in this Agreement.
7.2 The total Incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results In: (a) Increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined in SCE's
acceptance letter); (b) Increased actual energy savings resulting from greater efficiencies than estimated
(as outlined In the SCE acceptance letter); and/or (c) greater actual project costs than originally
estimated.
Partnership Incentive levels and incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual electric usage for each SCE
Customer service account for which incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7.4 SCE will make the applicable Incentive payment to the designated payee, in one or more installments,
only after all required and/or requested documents have been submitted to, and approved by; SCE, and
the appropriate Inspection(s) of the project or project site have been completed In accordance with the
Program rules set forth In the Program Manual,
7.5 Except as provided below, all projects and /or solutions must be completely Installed and fully
operational one year Pram SCE's written project Application approval date to be eligible for Incentive
_payments. SCE reserves the right to cease making Incentive payment sj, require the return of the total or
prorated Incentive payments, and /or terminate this Agreement if the project is not completely Installed and
fully operational by the applicable date as Indicated above, unless an installation extension Is granted by
SCE.
8.0 PAYMENT DISQUALIFICATION IFICATION Any Incentives received by Applicant shall be repaid to SCE, in whole or in
part, as follows:
8.1 If Customer fails to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the incentives shall be prorated and any incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified in this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever is less, or (2) the energy benefit to SCE ceases In any way, including but not limited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and /or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site,
Applicant shall refund to SGt a prorated amount of the Incentive dolls« based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE. Repayment Is required in accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 TERM AND TERMINATION The term of this Agreement shall commence on the last date that a Party
executes this Agreement and shall terminate no later than five (5) years from SCE's written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
90,0 ASSIGNMENT SCE may assign this Agreement, or its rights and obligations hereunder, directly or indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment.
Applicant may not assign Its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment 1s requested, Applicant Is obligated to provide additional
Information if requested by SCE.
99.0 PERMITS AND LICENSES Applicant, at its own expense, shall obtain and maintain and cause Its contractors
andlor subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform its work. Any failure by Applicant or its contractors and /or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement.
12.0 ADVERTISING, MARKETING AND t SE OF S-GK NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any aflillation for any reason, including soliciting customers to participate in
the project, without SCE's prior-written consent. Applicant shall make no representations to its customers on behalf
of SCE.
13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and Is a
direct party thereto, and (ii) such Partnership Agreement contains indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
and the remainder of this Section 13 shall have no force and effect. For all other Applicants (including, but not
limited to, program participants, contractors, donsultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.9 Applicant shall indemnify, defend and hold harmless, and release SCE, its affiliates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In any way connected with any: (1) Injury to or death of persons, including but not limited to employees of
SCE or Applicant; (11) Injury to property or other interests of SCE, Applicant, or any third party;(lii) violation
of local, state, or federal common law, statute, or regulation, Including but not limited to environmental
laws or regulations; or (lv) strict liability Imposed by any law or regulation; so long as such Injury, violation,
or strict liability has set forth In�i)�1vj_above� arises from or is in any way connected with App �icant's,
performance of, or failure to perform, this Agreement, however caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
SCE, its officers, managers or employees.
13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liability that arise out of, result from, or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fnes arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this Indemnity.
93.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be Incurred by SCE in
enforcing this Indemnity, including reasonable attorney's fees. This Indemnity shall survive the termination
of this Agreement for any reason.
13A If this Agreement is assigned pursuant to Section 10.0; Applicant agrees that this Indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OF LIABILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, Including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
Indirect or consequential damages Incurred by Applicant. -
15.0 WRITTEN NOTICE Any written notice, demand or request required or authorized In connection with this
Agreement shag be deemed properly given If delivered in person or sent by facsimile, email, nationally recognized
ovemight courier, or first class mall, postage prepaid; to the'address specified below, or to another address specified
In writing by SCE.
SCE Offer Manager: BODGE, JAMES
Address: 6042A IRWINDALE AVE
City, State, ZIP: IRWINDALE. CA 91702
Phone #: - Fax # -
Email:
JAMES.HODGE @SCE.COM
Name: KURT WIEMANN
Company: CITY OF SANTA ANA
Address: 20 CIVIC CENTER PLAZA M -21
C4, State, Zip: • . • SANTA ANA; CA 92702
Email: KWIEMANN @SANTA- ANAARG
Notices shall be deemed received: (a) If personally or hand - delivered, upon the data 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 Business Days after the date the notice Is postmarked; (c) if by facsimile or emall, 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.
16.0 Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents Incorporated by reference, the documents shall control In the following order: 1) SCE acceptance
letter(s) and incentive estimate(s) based on solutions approved in the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant's approved Applicatlon(s). Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the identification of any
conflict or inconsistency concerning this Agreement.
97.0 CANCE IONOFAGREEMENL SCE may suspend or terminate the Agreement, with cause, upon
written notice to the Applicant identified In Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant If funding for the Program Is depleted, or If SCE determines suspension or
termination of the Agreement is necessary in order to make changes to the related Program or if SCE Is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
98.0 MISCELLANEOUS This Agreement shall at all times be subject to such changes or modifications by the
CPUC as It may from time to time direct in the exercise of Its jurisdictlon. This Agreement shall be governed and
construed in accordance with the laws of the State of California, without regard to Its conflict of laws provisions. If
any provision of this Agreement shall be held by a codrt of competent jurisdiction to be Illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the parties, whether oral or written, with
respect to the subject matter hereof, No amendment, modification or change to this Agreement shall be binding or
effectiveunless expressly set forth In writing and signed by SCE's representative authorized to execute the
Agreement.
IN WITNESS WHEREOF, the parties hereto have _caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
By=
Title: D1R PROGRAMS & OPS, CUST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date:
APPLICANT (CUSTOMER OR AUTHORiZED AGENT)
8Y..
edSANq�j
V
Name Printed: P-1� /-I
Date: 0'/ ?r/
SWHEI v CAUFOM«
EDI ON
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - N. MAIN LED - SA# 3- 001 - 3272 -73
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
PSAP -10- 004891
SA# 3- 001 - 3272 -73
Southern California Edison
On -Bill Financing Agreement
%0UH11.RN CAI 11 0R%1A
EDISON
,An LL)1W % IN! Yh t p,,
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -73
On -Bill Financing Agreement cy
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on 2 - Z 3 20_Za,
(the "Effective Date ") by and between the undersigned customer ( "Customer ") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into the EnA,201,0 nagement Solutions Incentives Application for
Business Customers on or about //- and if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 13, 629.04
Interest Rate:
0%
Fees:
N/A
Months to Pa
93 Months
Monthly Payment:
1 month at $26.84
and 92 months at $147.85
Service Account to be Billed:
3 -038- 2558 -02
Designated Third -Par Payee if an
N/A
Address of Designated Third -Part Payee:
N/A
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -73
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -73
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attorney -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
[Remainder of page intentionally left blank]
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -73
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative:
INTERIM CITY MANAGER
Title: \
< I -�
d�
Signature:
i r
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
(714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address
j
__. -.... ._ .... .,..._- _.__,_.__,.___...
9dWierh Gel*ON6 Edison
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
Director of Program & Operations
Title:
Signature:
Date:
1515 Walnut Grove Ave.
Rosemead, CA 91770
Business Address:
(626)302 -0802
Telephone No.
(626)302 -6143
Fax No
Mark.Wallenrod @sce.com
E -Mail Address:
ATTEST:
,il, 4/4,
MARIA D. HUIZAR
CLERK OF THE COUNCIL.
Form# 14 -791 6/2010
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SOUTHERN CALIFORNIA
ED[SON
An EDISON INTERNATIONAL0 Company
REEIVED
JUN 0; 2011
ENERGY MANAGEMENT SOLU77ONS
2010 — 2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD/ MAIN LED
MOI- 3272 -70, multiple
PROJECT NAME
Service Account #
PSAP- 10-004891
UPN
11/1!2010
Date Received
Calculated Approach M & V RequlredF1
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
WrYISTATE
ZIP
KURT WIEMANN
KWIEMANN @SANTA ANA.ORG
CONTACT' NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)547 -5639
(714)647 -5069
TITLE
TELEPHONE
FAX
Tax Status; TaxExemplNonProfit
GOVERNMENT
95- 6000785
Exempt Reason
COMPANYXORP, 6 ERAL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (IfAppllcable)
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KWIEMANNCSANTA ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TELEPHONE
._FAX.
E. OXFORD/ MAIN LED
SITE NAME
SITE ID # (if applicable)
1181/2 E OXFORD
SANTA ANA,CA
92701
SITE ADDRESS
CITYISTATE
ZIP CODE
KURT WIEMANN
(714)647 -6639
3- 001 - 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICE ACCOUNT #
Solution Code Solution Description kWh KW $ Incentive Amount
LT -48371 Exterior LED street Ilghting 210,545.00 0.00 $10,527.25
Total Approved Savingsllncentive Estimates 1 210,545.001 0.001 $10,527.25
Project Cost Adjustment 0.00
Project Site Cap Adjustment 0.00
'Total Estimated Incentive $16,843.60
10% Measurement and Verification Adder (if applicable)
2010 — 2012 CUSTOMIZED SOLUTIONS AGREr -MENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered into by Southern California Edison Company
("SCE ") and the Customer or the Customer's Authorized Agent, as Identified on page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termA and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable), If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties
1.0 PROJECT DESCRIPTION This Agreement is limited to those projects and /or solutions described in the
applicable 2010 -2012 Energy Management Solutions - incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, In accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ( "Program's is further described In the 2010
Customized Statewide Procedures Manual for Business ( "Program Manual ") and at
www.sce.com /customized solutions.
2.0 DOCUMENTS INCOREORATED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (1) Applicants completed, signed and submitted Application, (11) SCE
acceptance letter(s) based on the energy saving solutions proposed in the Application, and Oil) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement").
3.0 ELiGIBILITY Program funding Is limited and is available on a first -come, first-served basis. Funds will be
reserved only upon both SCE`s written approval of the Application and SCE's execution of ttils Agreement. Projects
must meet the following requirements to be eligible for payment of Program Incentives ( "Incentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy efficient equipment is Installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal- mandated codes,
industry- accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services.covered by this Agreement in an amount greater than
the total cost of the project or solution(s) (including labor and materials); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 S BMI AL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below-prior to being aligible_for payment of incentives.. Require�d_documentslnclude, - but. are- nvt.limited.
Agreement, fully executed and with the attached documents referenced In Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, if applicable (including archival
diskette, CD, etc.); (3) Schematic drawings and /or manufacturer specification sheets, If applicable; (4) Invoices
and/or-documentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, rf M &V is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In its sole discretion, in connection with the Program.
5.0 INSPECTtONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
inspections, Including but not limited to: (1) Pre - installation equipment Inspection to examine the existing/baseline
equipment and to check the accuracy of Applicant's equipment survey; (2) Post lnstallatloA,equipment inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post - operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, if requested by SCE; and (4)
Inspection for any other Program - related reason that SCE, in Its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE's AND /OR ITS CONSULTANTS` REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PRCi„cCT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANY WAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT IS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPUCATION.
7.O PAYMENTS Payment of incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satlsfactfon..Payment of_ Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be pald on projects that exceed
the baseline performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution installed differs from the Installation as set forth
In this Agreement.
7.2 The total Incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results in: (a) Increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined in SCE's
acceptance letter); (b) Increased actual energy savings resulting from greater efficiencies than estimated
(as outlined in the SCE acceptance letter), and/or (c) greater actual project costs than originally
estimated.
Partnership incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual blectric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will make the applicable Incentive payment to the designated payee, in one or more installments,
only after all required andlor requested documents have been submitted to, and approved by, SCE, and
the appropriate Inspection(s) of the project or project site have been completed In accordance with the
Program rules set forth In the Program Manual,
7.5 Except as provided below, all projects and/or solutions must be completely Installed and fully
operational one year from SCE's written project Application approval date to be eligible for Incentive
prorated Incentive payments, and/or terminate this Agreement if the project is not completely Installed and
fully operational by the applicable date as Indicated above, unless an installation extension is granted by
SCE.
8.0 PAYMENT DISQUALIFICATION Any Incentives received by Applicant shall be repaid to SCE, In whole or In
part, as follows:
8.1 If Customer fails to pay the PGC surcharge throughout the Term of this Agreement. I n this event, the
total estimated amount of the incentives shall be prorated and any Incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified In this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever Is less, or (2) the energy benefit to SCE ceases In any way, including but not limited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and /or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site.
Applicant shall refund to SU= a prorated amount of the Incentive dolls,. based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE. Repayment Is required in accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.01:ERM AND TERMINATION The term of this Agreement shall commence an the last date that a Party
_executes this Agreement and shall terminate no later than five (5) years from SCE`s written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
10,0 ASSIGNMENT SCE may assign this Agreement, or Its rights and obligations hereunder, directly or Indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment.
Applicant may not assign Its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant is obligated to provide additional
information If requested by SCE.
11.0 PiSRMRS AND LICENSIES Applicant, at its own expense, shall obtain and maintain and cause its contractors
andlor subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work Any failure by Applicant or its contractors and /or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement
12.0 ADVERTISING MARKED AND t1SE OF SrF' VAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any affiliation for any reason, including soliciting customers to participate in
the project, without SCE's prior'-written consent. Applicant shall make no representations to Its customers on behalf
of SCE.
13.0 INDEMNIFICATION To the extent Applicant has (i) execuited a Partnership Agreement with SCE and Is a
direct party thereto, and (I? such Partnership Agreement contains indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
-� and the remainder of this Section 13 shall have no force and effect. For all other Applicants (including, but not
limited to, program participants, contractors, donsuitants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, Its affiliates, subsidiaries,
parent companies, pfficers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In any way connected with any: (1) Injury to or death of persons, including but not limited to employees of
SCE or Applicant; (11) injury to property or other Interests of SCE, Applicant, or any third party;(lii) violation
of local, state, or federal common law, statute, or regulation, Including but not limited to environmental
laws or regulations; or (iv) strict liability Imposed by any law or regulation; so long as such injury, violation,
or strict liability jas set forth Ind .(I j above) arises from or is in any way connected with Applicant's
performance of, or failure to perform, this Agreement, however caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
stria liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
SCE, Its officers, managers or employees.
13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liability that arise out of, result from, or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this Indemnity, and that the costs, expenses, and legal liability for
enAronmental investigations, mon€toring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines allsing from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs incurred as a result of such
releases or spills are expressly within the scope of this Indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be Incurred by SCE In
enforcing this Indemnity, including reasonable attorney's -fees. This indemnity shall survive the termination
of this Agreement for any reason.
93A if this Agreement is assigned pursuant to Section 10.0; Applicant agrees that this indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OF LIABILITY SCE shall not be liable for any special, Incidental, indirect, or consequential
damages, Including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
Indirect or consequential damages Incurred by Applicant. -
1&0 WR=N NOTICE Any written notice, demand or request required or authorized In connection with this
Agreement shall be deemed properly given If dellvered In person or sent by faosimiie, email, nationally recognized
overnight courier, or first class mall, postage prepaid; to the*address speclfled below, or to another address specified
in writing by SCE.
SCE
SCE Offer Manager: HODGE, JAMES
Address: 6042A IRWINDALE AVE
City, State, ZIP: IRWINDALE. CA 91702
Phone k - Fax # -
Email. JAMES.HODGEOSCE.COM
OR
Name: KURT WIEMANN
Company: CITY OF SANTA ANA
Address: 20 CIVIC CENTER PLAZA M -21
City, State, Zip: SANTA ANA; CA 92702
— 4:thone -#:- (- 7- 'i4)647�5639 -- - -F-ax #- (714)6-47_50.6.9
Email: KWIEMANN@SANTA ANA.ORG
Notices shall be deemed received: (a) If personally or hand- dellvered, 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 Business Days after the date the notice is Postmarked; (c) If by facsimile or email, 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 nexWay delivery.
76.0 CONFLICTS BETt��F- TFRti ".* Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents incorporated by reference, the documents shall control In the following order: 1) SCE acceptance
latter(s) and Incentive estimate(s) based on solutions approved in the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant`s approved Application(s). Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or rode shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control, Each Party shall notify the other immediately upon the Identification of any
conflict or inconsistency concerning this Agreement.
47.0 CANCELLATION OF AGREEMENT: SCE may suspend or terminate the Agreement, with cause, upon •
written notice to the Applicant Identified In Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant if funding for the Program is depleted, or If SCE determines suspension or
termination of the Agreement is necessary in order to make changes to the related Program or if SCE is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
48.0 MISCELLANEOUS This Agreement shall at all times be subject to such changes or modifications by the
CPUC as It may from time to time direct in the exercise of its jurisdiction. This Agreement shall be governed and
construed In accordance with the laws of the State of California, without regard to its conflict of laws provisions. If
any provision of this Agreement shall be held by a court of competent jurisdiction to be Illegal, invalid or
unenforceable, the remaining provisions shall remain In full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof. No amendment, modification or change to this Agreement shall be binding or
effective unless expressly set forth In Writing and signed by SCE's representative authorized to execute the
Agreement.
IN WITNESS WHEREOF, the parties hereto have _caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
By:
Title: D1R PROGRAMS & OPS, COST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date:
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
By:
V
Name Printed: Il Ug C)I- 64 ,11VA/
S MELS CALtft dNbk
EDISO
AS, r".%U%t r.V=V'4MJW 1 C.'ru ?
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - N. MAIN LED - SA# 3- 010 - 1498 -39
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
41
PSAP -10- 004891
SA# 3- 010 - 1498 -39
Southern California Edison
On -Bill Financing Agreement
19 SI:)UiNERN CAI. it ONVIA
EDISON'
Southern California Edison Form# 14 -791 6/2010
.t, PSAP -1 0-004891
SA# 3- 010 - 1498 -39
On -Bill Financing Agreement 4�1
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on 2 ' 2 3 20j;?
(the "Effective Date ") by and between the undersigned customer ( "Customer ") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into the Energy Management Solutions Incentives Application for
Business Customers on or about I%" q 20�Qand if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 6,244.56
Interest Rate:
0%
Fees:
N/A
Months to Pay:
92 Months
Monthly Payment:
1 month at $62.02
and 91 months at $67.94
Service Account to be Billed:
3- 038 - 2579 -23
Designated Third -Par Payee if an
N/A
Address of Designated Third -Pa Payee:
N/A
Southern California Edison
Form# 14 -791 6/2010
If, PSAP -10- 004891
SA# 3- 010- 1498 -39
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
J,
PSAP -10- 004891
SA# 3- 010- 1498 -39
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attorney -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
Southern California Edison
[Remainder of page intentionally left blank]
Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 010 - 1498 -39
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative.-
INTERIM CITY MANAGER
Title:
Signature:
2 -23 -IZ �
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
(714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address:
r C"+
Southern California Edison
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
Di for
f Pro ram �er�ations
- tle-
��
Signature:
Date:
1515 Walnut
Grove Ave.
Rosemead,
CA 91770
Business Address:
(626)302 -0802
Telephone No.
(626) 302 -6143
Fax No.
Mark.Wallenrod @sce.com
E -Mail Address:
ATTEST'
MARIA D. HUIZAR
CLERK OF THE COUNCIL
Form# 14 -791 6/2010
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SOLIiHERN CALIFORNIA
EDISON®
An EDISON 1Pffa YAT10n.,M0 Company
RECEIVED
JUN V 2011
EIVFRGY MArVAGEMENT SOLU77pN5
2010 -2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD/ MAIN LED 3- 001 - 3272 -70, multiple
PROJECT NAME Service Account
PSAP -10 -004891
UPN
11!1!2010
Date Received Calculated Approach M & V Required
• n •
CITY OF SANTA ANA
COMPANY CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
CITYISTATE
ZIP
KURT WIF..MANN
KWIEMANN @SANTA W.CRO
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -8639
(714)847 -5089
TITLE
TELEPHONE
FAX
Tax Status: TaxExemptNonPraft
GOVERNMENT
95- @000785
Exempt Reason
COMPANYICORP, F909RAL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (IfAppileabie)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KWIEMANNOSANTA- ANA.ORG
CONTAff NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TELEPHONE - - - -- -- - -
FAX - --
E. OXFORD / MAIN LED
'
SITE NAME
SITE ID # (it applicable)
1181/2 E OXFORD
SANTAANA,CA
92701
SITE ADDRESS
CITY /STATE
ZIP CODE
KURT WIEMANN
(714)647 -5639
3 -001- 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICE ACCOUNT #
Solution Code Solution Description kWh KW $ Incentive Amount
LT -48371 Exterior LED street lighting 210,545.00 0100 $10,527.25 .
Total Approved Savingsllncentive Estimates 210,545,001 0.00 $10,527.25
Project Cost Adjustment 0•�
Project Site Cap Adjustment 0.00
'Tate] Estimated Incentive [ '18,843•!0
10% Measurement and Verification Adder (if applicable) L
2010 — 2012 CUSTOMIZED SOLUTIONS AGREtWIENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered Into by Southern California Edison Company
("SCE ") and the Customer or the Customers Authorized Agent, as identified on page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termd and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable). If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties."
1.0 PROJECT DESCRIPJQN This Agreement Is limited to those projects and/or solutions described In the
applicable 2010 -2012 Energy Management Solutions - Incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, in accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ('Program? Is further described In the 2010
Customized Statewide Procedures Manual for Business ( "Program Manual ") and at
www.sce.comlcustomized solutions.
2..0 DOCUMENTS INCORPORATED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (1) Applicant's completed, signed and submitted Application, (i1) SCE
acceptance letter(s) based on the energy saving solutions proposed in the Application, and (ill) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement").
3.0 ELIG)BiLITY Program funding Is limited and is available on a first -come, first-served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program Incentives ("incentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy efficient equipment is installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M&\"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state- mandated codes, federal- mandated codes,
industry - accepted performance standards or other baseline energy performance standards as determined by- SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (S) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services covered by this Agreement in an amount greater than
the total cost of the project or solution(s) (including labor and materials); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMI1rAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below -prior to being allgibie_for payment.of Incentives.. Required.- documents.Include, .boat -are .not.- limited.fo;_('l)Shis _.._
Agreement, fully executed and with the attached documents referenced In Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, if applicable (including archival
diskette, CD, etc.); (3) Schematic drawings and/or manufacturer specification sheets, If applicable; (4) Invoices
and/or - documentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, if MW is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In Its sole discretion, In connection with the Program.
5.0 INSPECTIONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
Inspections, Including but not limited to: (1) Pre - installation equipment inspection to exams a the existing/baseline
equipment and to check the accuracy of Applicants equipment survey; (2) Post lnstallatlod'equlpment Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, If requested by SCE; and (4)
Inspection for any other Program - related reason that SCE, in Its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE'S AND /OR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PRU.dCT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT IS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.0 j?AYMENTS Payment of Incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satisfaction..Payment of. Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be paid on projects that exceed
the baseline performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution installed differs ftom the Installation as set forth
In this Agreement.
7.2 The total incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in'the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results in: (a) Increased actual energy savings
resulting from the installation of a greater quantity of the approved solutions (as outlined in SCE's
acceptance letter); (b) increased actual energy savings resulting from greater efficlencies than estimated
(as outlined In the SCE acceptance letter); and/or (c) greater actual project costs than originally
estimated.
Partnership Incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined In
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual electric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will mace the applicable Incentive payment to the designated payee, in one or more installments,
only after all required and/or requested documents have been submitted to, and approved by, SCE, and
the appropriate inspection(s) of the project or project site have been completed in accordance with the
Program rules set forth In the Program Manual,
7.5 Except as provided below, all projects and /or solutions must be completely installed and fully
operational one year from SCE's written project Application approval date to be eligible for Incentive
p%ment% SCE reserves the right to cease maki�n Incentive Dayment(s) r, equire the return of the total o
prorated incentive payments, and/or terminate this Agreement If the project is not completely Installed ar
fully operational by the applicable date as Indicated above, unless an installation extension is granted by
SCE.
8.0 PAYMENT DISQUALIFICATION Any Incentives received by Applicant shall be repaid to SCI;, In whole or in
part, as follows:
8.1 If Customer fails to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the incentives shall be prorated and any incentive payment shall be based an
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified In this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever Is less, or (2) the energy benefit to SCE ceases In any way, Including but not limited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and /or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site.
Applicant shall refund to St;t a prorated amount of the Incentive dollars based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE. Repayment Is required In accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (4o)
calendar days after SCE's written demand for payment.
9.0 TERM AND TERMINATION The term of this Agreement shall commence on the last date that a Party
_executes this Agreement and shall terminate no later than five (5) years from SCE's written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ("Term").
10.0 ASSIGNMENT SCE may assign this Agreement, or Its rights and obligations hereunder, directly or Indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment.
Applicant may not assign Its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant is obligated to provide additional
information if requested by SCE.
11.0 PERMITS ANQ LICENSES Applicant at its own expense, shall obtain and maintain and cause Its contractors
and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work Any failure by Applicant or its contractors and/or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement
12.0 ADVERTISING, MARKETING AND USE OF SCES NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any afffllafion for any reason, including soliciting customers to participate in
the project, wilhout SCE's priorwritten consent. Applicant shall make no representations to its customers on behalf
of SCE.
13.0 INDEMNIFICATION To the extent Applicant has (i) execrited a Partnership Agreement with SCE and Is a
direct party thereto, and (11) such Partnership Agreement contains Iridemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
—� and the remainder of this Section 13 shall have no force and effect. For all other Applicants (Including, but not
limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
Agreement wfth SCE containing such € ndemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, its affiliates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In any way connected with any: (€) Injury to or death of persons, including but not limited to employees of
SCE or Applicant; (Ii) injury to property or other interests of SCE, Applicant, or any third party;(Iii) violation
of local, state, or federal common law, statute, or regulation, including but not limited to environmental
laws or regulations; or (iv) strict liability Imposed by any law or regulation; so long as such injury, violation,
or strict liabllityias set forth In fl) — (k above) arises from or is in and way connected with Applicant's ,
performance of, orfa€lure to perform, this Agreement, however caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that is caused by the sole negligence or willful misconduct of
SCE, Its officers, managers or employees.
13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liability that arise out of, result from, or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of tie work performed under this Agreement are
expressly within the scope of this Indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines allsing from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this Indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be Incurred by SCE in
enforcing this Indemnity, including reasonable attorney's fees. This Indemnity shall survive the termination
of this Agreement for any reason.
13A If this Agreement is assigned pursuant to Section 10.0; Applicant agrees that this indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OE LIABILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, Including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
Indirect or consequential damages Incurred by Applicant. -
15.0 WgrTTEN NOTICE Any written notice, demand or request required or authorized in connection with this
m
Agreeent shall be deemed properly given If delivered 16 person or sent by facsimile, email, nationally recognized
ovemight courier, or first class mall, postage prepaid; to the'address specified below, or to another address specified
In writing by SCE.
SCE
SCE Offer Manager:
Address:
City, State, ZIP:
Phone A
Email.
APPLICANT (CUSTOMER OR AUTHORIZED REPRENSENTATIVE)
Name:
KURT WIEMANN
Company:
CITY OF SANTA ANA
Address:
20 CIVIC CENTER PLAZA M -21
C4, State, Zip:
SANTA ANA; CA 52702
----- — phone - #:-
r•7- 14)647�5639 ---- — Iran#471_4)64.7 5.06.9.
Email:
KWIEMIANN@SANTA- ANA.ORG
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 Business Days after the date the notice is postmarked; (c) If by facsimile or email, 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 nexWay delivery.
76.0 CONFLICTS RE -TUFEN T R " Should a conflict exist between the main body of this Agreement and the
documents Incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents incorporated by reference, the documents shall control In the following order: 1) SCE acceptance
letter(s) and Incentive estimate(s) based on solutions approved in the Application, and (2) the Partnership
Agreement applicable W Applicant, and (3) Applicants approved Applicatlon(s). Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the Identification of any
conflict or inconsistency concerning this Agreement.
17.0 CANCEUMON OF • SCE may suspend or terminate the Agreement, with cause, upon
written notice W the Applicant Identified In Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant if funding for the Program is depleted, or if SCE determines suspension or
termination of the Agreement is necessary In order to make changes to the related Program or If SCE is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
18.0 MISCELLANEOU55 This Agreement shall at all times be subject to such changes or modifications by the
CPUC as if may from time to time direct in the exercise of its Jurisdiction. This Agreement shall be governed and
construed In accordance with the laws of the State of California, without regard to its conflict of laws provisions. If
any provision of this Agreement shall be held by a coact of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain In full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof. No amendment, modification or change to this Agreement shall be binding or
effective unless expressly bet forth in writing and slgned by SCE's representative authorized to execute the
Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
L"22
Title: D1R PROGRAMS & OPS, OUST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date:
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
w
ST.
- I Vic? (FCrs /a�vg�
V
Name Printed: ewer (t)le-1-1441 IVAl
Date: cj
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - S. SHELTON / EDINGER LED - SA# 3- 001 - 3272 -76
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
50tfT Uh CAL* INN
EDI ON
Mkt r M.W. V
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2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - S. SHELTON / EDINGER LED - SA# 3- 001 - 3272 -76
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
PSAP -10- 004891
SA# 3 -001- 3272 -76
Southern California Edison
On -Bill Financing Agreement
F9SOUTHERN CAlit ORMA
EDISON'
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Southern California Edison Form# 14 -791 6/2010
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PSAP -10- 004891
SA# 3- 001 - 3272 -76
On -Bill Financing Agreement
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on 2 " 2 3 20�,
(the "Effective Date ") by and between the undersigned customer ( "Customer") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into the Energy anagement Solutions Incentives Application for
Business Customers on or about ! _ 20LQ and if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$14,195.44
Interest Rate:
0%
Fees:
N/A
Months to Pay:
93 Months
Monthly Payment:
1 month at $14.56
and 92 months at $154.14
Service Account to be Billed:
3- 038 - 2558 -11
Designated Third -Pa Payee if an
N/A
Address of Designated Third -Pa Payee:
N/A
Southern California Edison
Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -76
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -76
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attorney -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attomeys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
[Remainder of page intentionally left blank]
Southern California Edison Form# 14 -791 6/2010
Cl
PSAP -10- 004891
SA# 3- 001 - 3272 -76
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative:
INTERIM CITY MANAGER
Title-
Signature:
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
(714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address:
Southern California Edison
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
Director of Pro ram & Operations
Title:
Signature: %f
Date:
1515 Walnut Grove Ave.
Rosemead, CA 91770
Business Address:
(626)302 -0802
Telephone No.
(626)302 -6143
Fax No.
Mark.Wallenrod@sce.com
E -Mail Address:
ATTEST:
/All
MARIA D. HUIZAR
CLERK OF THE r`'
Form# 14 -791 6/2010
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SOUTHERN CALIFORNIA
EDISON®
An EDISON 1NTERNATIONAL6 Company
RSCErv,Ep
JUN
.2011
EIVFRGY NAIVAGERENTSOLU770N
S
20'10 -2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD/ MAIN LED
3- 001 - 3272 -70, multiple
PROJECT NAME
Service Account #
PSAP -10. 004891
i1PN
,
11/1/2010
Date Received
Calculated Approach X� M & V Required
• n •
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
CITY /STATE
ZIP
KURT WIEMANN
KWIEMANN@SANTA- ANA.CRO
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TITLE
TELEPHONE
FAX
Tax Status: TaxExempiNonPm it
GOVERNMENT
95. 6000785
Exempt Reason
COMP NY RP, FECIRZL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (1f Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KWIEMANN(MSANTA- ANA.ORG
CONTACT
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TELEPHONE
AX
F. OXFORD/ MAIN LED
'
SITE NAME
SITE ID # (if applicable)
1181/2 E OXFORD
SANTAANA,CA
92701
SITE ADDRESS
CITYISTATE
ZIP CODE
KURT WIEMANN
(714)647 -6639
3- 001- 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICi= ACCOUNT #
i , ,' ". i:lnnl Apprbvetl S�tvirfgs i�1id Incentive �stitriatc
Solution Code
Solution DescAption
kWh
KW
$ Incentive Amount
LT -48371
Exterior LED street Ilghling
21 0,545.00
0100
$10,527.25 .
Total Approved Savings/Incentive Estimates 210,545.00 0.00 10,527.25
Project Cost Adjustment 0.00
Project Site Cap Adjustment 0.00
Total Estimated Incentive
10 %Q Measurement and Veri}Icatlon Adder (if applicable)
16,843.60
2010 - 2012 CUSTOMIZED SOLUTIONS AGRF-w0ENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered Into by Southern California Edison Company
("SCE ") and the Customer or the Customer's Authorized Agent, as identified on page 1 above (each deemed an
"ApplicanC for purposes of this Agreement). Applicant agrees to review these terms and conditions, Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termt and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable). If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties."
1.0 PROJECT DESCRIPTION This Agreement is limited to those projects and/or solutions described In the
applicable 2010 -2012 Energy Management Solutions - incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, in accordance with the terms
and conditions of this Agreement. The Customized Solutions Program rProgram's is further described In the 2010
Customized Statewide Procedures Manual for Business ( "Program Manual ") and at
www.sce.com/custom!7-ecL_so]uUons.
2.0 DOCUMENTS INCORPORATED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (1) Applicants completed, signed and submitted Application, (11) SCE
acceptance letter(s) based on the energy saving solutions proposed in the Applicatlon, and (mil) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement").
3.0 ELIGIBILITY Program funding is limited and is available on a first -come, first-served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program incentives ("Incentive(s)"): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy efficient equipment Is installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and vwIfIcation ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal- mandated codes,
industry�accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services-covered by this Agreement in an amount greater than
the total cost of the project or solution(s) (including labor and materials); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below_prior_to being .ellglble -for payment-of Incentives.. Requirsrl_documents_ Include, .but.arenot.limited.
Agreement, fully executed and with the attached documents referenced In Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, If applicable (including archival
diskette, CD, etc.); (3) Schematic drawings and/or manufacturer specification sheets, if applicable; (4) Invoices
and/ordocumentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, if M &V is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In its sole discretion, in connection with the Program.
5.0 INSPEU ONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
Inspections, Including but not limited to: (1) Pre - installation equipment Inspection to examsp a the existing/baseline
equipment and to check the accuracy of Applicants equipment survey; (2) Post Installatlod'equlpment Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post-operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, if requested by SCE; and (4)
Inspection for any other Program - related reason that SCE, in its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE's AND /OR iTS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PRG„cCT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT IS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.0 PAYMENTS Payment of incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satisfactlon..Payment of. Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be paid on projects that exceed
the baseline performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution installed differs from the installation as set forth
In this Agreement.
7.2 The total Incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results In: (a) increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined In SCE's
acceptance letter); (b) Increased actual energy savings resulting from greater efficiencies than estimated
(as outlined In the SCE acceptance letter); and/or (c) greater actual project costs than originally
estimated.
Partnership Incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined in
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual b[eetric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will make the applicable Incentive payment to the designated payee, in one or more installments,
only after all required and/or requested documents have been submitted to, and approved by, SCE, and
the appropriate Inspection(s) of the project or project site have been completed in accordance with the
Program rules set forth in the Program Manual,
7.5 Except as provided below, all projects and/or solutions must be completely Installed and fully
operational one year from SCE's written project Application approval date to be eligible for incentive
pamen #s. SCE reserves the right to cease making incentive payment sl require the return of the total or
prorated Incentive payments, and/or terminate this Agreement if the project is not completely Installed and
fully operational by the applicable date as Indicated above, unless an installation extension Is granted by
SCE.
8.0 PAYMENT DISQ11ALIFICATION, Any Incentives received by Applicant shall be repaid to SCE, In whole or in
part, as follows:
8.1 If Customerfails to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the incentives shall be prorated and any Incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified in this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever Is less, or (2) the energy benefit to SCE ceases In any way, including but not Iimited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and /or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site,
Applicant shall refund to SUt a prorated amount of the Incentive dollato based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE, Repayment is required In accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 TERM AND TERMINATION The term of this Agreement shall commence on the last date that a Party
executes this Agreement and shall terminate no later than five (4) years from SCE's written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
70.0 ASSIGNMENT SCE may assign this Agreement, or Its rights and obligations hereunder, directly or indirectly,
without prior written consent provided SCE remains obligated for payments incurred prior to the assignment.
Applicant may not assign Its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant Is obligated to provide additional
Information if requested by SCE.
91.0 PgHMITS AND LIGENSEa Applicant, at its own expense, shall obtain and maintain and cause its contractors
andlor subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work. Any failure by Applicant or its contractors and/or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement
92.0 ADVERTISING. MARKETING AND USE OF SGES NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any affiliation for any reason, including soliciting customers to participate in
the project, without SCE's prior-written consent. Applicant shall make no representations to its customers on behalf
of SCE.
93.0 INDEMNIFICATION To the extent Applicant has (i) exectited a Partnership Agreement with SCE and is a
direct party thereto, and (li) such Partnership Agreement contains Indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
--lr and the remainder of this Section 13 shall have no force and effect. For all other Applicants (including, but not
limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, Its affiliates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
in any way connected with any: (1) Injury to or death of persons, Including but not limited to employees of
SCE or Applicant; (ii) Injury to property or other interests of SCE, Applicant, or any third party; (Iii) violation
of local, state, or federal common law, statute, or regulation, including but not limited to environmental
laws or regulations; or (Iv) strict liability imposed by any law or regulation; so long as such injury, violation,
or strict liability has set forth In�i) Iv,_aboye� arises from or is In an�r way_connecied with A_ pplicant's�
performance of, or failure to perform, this Agreement, however caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
SCE, Its officers, managers or employees.
132 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liabliity that arise out of, result from, or are in any way connected with the release or spill of any legally
designated haaardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this Indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be Incurred by SCE In
enforcing this Indemnity, including reasonable attorney's -fees. This Indemnity shall survive the termination
of this Agreement for any reason.
13A If this Agreement Is assigned pursuant to Section 10.0; Applicant agrees that this Indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OF LIABILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
Indirect or consequential damages Incurred by Applicant.
15.0 YVRN NOTICE 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 facsimlle, email, nationally recognized
ovemight courier, or first class mall, postage prepaid; to the'address specified below, or to another address specified
in writing by SCE.
SCE
SCE Offer Manager: HODGE, JAMES
Address: 6042A IRWINDALE AVE
City, State, Zip: IRWINDALE, CA 91702
Phone: - Fax #E -
Email.• JAMES.HODGE@SCE.COM
Name: KURT WIEMANN
Company; CITY OF SANTA ANA
Address:
20 CIVIC CENTER PLAZA M -21
city, state, zip: . . . SANTA ANA; CA 92702
Email: KWIEMANN@SANTA- ANA.ORG
Notices shah 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 ttte Business Day following personal
delivery; (b) if mailed, three Business Days after the date the notice Is postmarked; (c) ff by facsimile or email, upon
electronic conftrrnation of transmission, followed by telephone notification of transmission by the noticing Party; or
(d) ff 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.
16.0 CONFLICTS nr TE Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents Incorporated by reference, the documents shall control in the following order: 1) SCE acceptance
letter(s) and Incentive estimate(s) based on solutions approved in the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant's approved Appiicati licad Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control, Each Party shall notify the other immediately upon the identification of any
conflict or Inconsistency concerning this Agreement.
17.0 CANCELLATION OF AGREE rqT• SCE may suspend or terminate the Agreement, with cause, upon
written notice to the Applicant Identified In Section 15 hereof. SCE may suspend or tenminate the Agreement upon
written notice to the Applicant if funding for the Program Is depleted, or if SCE determines suspension or
termination of the Agreement is necessary In order to make changes to the related Program or if SCE Is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
98.0 MISCELLANEOUS This Agreement shall at all times be subject to such changes or modifications by the
CPUC as it may from time to time direct in the exercise of Its jurisdiction. This Agreement shall be governed and
construed In accordance with the laws of the State of California, without regard to its conflict of laws provisions. If
any provision of this Agreement shall be held by a court of competent jurisdiction to be Illegal, invalid or
unenforceable, the remaining provisions shall remaln In full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof. No amendment, modification or change to this Agreement shall be binding or
effectlVe unless expressly set forth in writing and signed by SCE's representative authorized to execute the
Agreement
IN WITNESS WHEREOF, the parties hereto have-caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
By:
Title: D1R PROGRAMS & OPS, COST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date:! ` I
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
By:
fiec ,grs / 44,Kel� -,e_
Name Printed:
Date:
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Proiect Name: CITY OF SANTA ANA - N. MAIN LED - SA# 3- 001 - 3272 -77
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
SWAEl % UAL bLA
EDI ON
As rCya }y
r'YMV1%LJT1.VkA11 Qngere
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Proiect Name: CITY OF SANTA ANA - N. MAIN LED - SA# 3- 001 - 3272 -77
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
PSAP -10- 004891
SA# 3- 001 - 3272 -77
On -Bill Financing Agreement ``�.
P�"
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on 27- 2 3 202
(the "Effective Date ") by and between the undersigned customer ( "Customer ") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into tgement Solutions Incentives Application for
Business Customers on or about if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$7,950.88
Interest Rate:
0%
Fees:
N/A
Months to Pay:
93 Months
Monthly Payment:
1 month at $20.48
and 92 months at $86.20
Service Account to be Billed:
3- 038 - 2558 -28
Designated Third -Par Payee if any):
N/A
Address of Designated Third -Part Payee:
N/A
Southern Califomia Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -77
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set, forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
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SOUTHERN EAUFORNIA
EDISON�
An EDISON INTERNATIONAL® Company
AXF -IVED
JUN 0; 2011
ENERGY MAiVAGEMEN7- SOLU7701V
S
2010 — 2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
'
PARTNERSHIPS
E. OXFORD/ MAIN LED
3- 001 -3272 -70, multiple
PROJECT NAME
Service Account #
PSAP -10 -004881
UPN
11/1!2010
-
Dais Received
Calculated Approach X� M & V Required
• filinTS1 i •
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA LI-21
SANTA ANA, CA 92702
ADDRESS
CITYISTATE ZIP
KURT WIEMANN
KWIEMANN @SANTA ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639 (714)647 -5069
TITLE
TELEPHONE FAX
Tax Status; TaxExemp(NonPrafit
GOVERNMENT 95. 6000785
'
Exempt Reason COMPANYICORP, FEDERAL TAX 10
zmm
CITY OF SANTA ANA
911114 •
COMPANY
CORPORATION PARENT NAME (lfAppltcabie)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA SANTA ANA, CA 92702
ADDRESS
CITYISTATE ZIP
KURT WIEMANN
KWIEMANNCSANTAANA.ORG
CONTACr NAME
EMAIL ADDRESS
PROJECT MANAGER (714)647 -5639 (714)647 -5069
_._. _ TtTi.E -. -- • -- •- -..__ _ -- - - -_ -••_ TELEPHONE
E. OXFORD/ MAIN LED '
SITE NAME SITE ID # (if applicable)
1181/2 E OXFORD SANTAANA,CA 92701
SITE ADDRESS CITYISTATE ZIP CODE
KURT WIEMANN (714)647-6639 3 -001- 3272 -70, multiple
SITE CONTACT NAME TELEPHONE SERVICE ACCOUNT #
1=1nn1 Apprnvetl Savirtg•s r♦fitl 1�icentivc �stiYtidte I
Solution Code Solution description kWh KW Incentive Amount
LT -48371 Exterior LED street lighting 21 0,545.00 0.00 $10,527.25 .
Total Approved Savingsllncentive Estimates 210,545.00 0.00 10,527.25
Project Cost Adjustment 0.00
Project Site Cap Adjustment 0.00
Total Estimated Incentive $16,843.60
10% Measurement and Verification Adder (if applicable)
2010 — 2012 CUSTOMIZED SOLUTIONS AGREtMENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered Into by Southern California Edison Company
("SCE") and the Customer or the Custornees Authorized Agent, as identified on page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termt and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
if applicable). If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties °
1.0 PROJECT DESCRIP7 ON This Agreement is limited to those projects and/or solutions described in the
applicable 2010 -2012 Energy Management Solutions - incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, In accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ( "Program's Is further described In the 2010
Customized Statewide Procedures Manual for Business ( "Program Manual") and at
www.sce.com/custom!7-eq_.poluUons.
2.0 DOCUMENTS INCO PO ATED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (i) Applicant's completed, signed and submitted Application, (11) SCE
acceptance letters) based on the energy saving solutions proposed in the Application, and 011) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement");
3.0 ELIGIBILITY Program funding is limited and is available on a first -come, first-served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program incentives ( "Incentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy efficient equipment is installed; (3) Projects will
be evaluated using the Calculated Approach and/or the Measured Savings Approach (also known as measurement
and verification ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal- mandated codes,
industry - accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet ail other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or servlces.covered by this Agreement in an amount greater than
the total cost of the project or solution(s) (including labor and materials); and (7) The Applicant certifles that the
soiutions covered by this Agreement have not and will not receive any funds from any other utillty, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below_prior_to being eligible-for payment.of incentives.. Required. documents.. Include, bxrt.a[at�ot.Iiroited.�a:._(1)
Agreement, fully executed and with the attached documents referenced In Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, If applicable (including archival
diskette, CD, etc.); (3) Schematic drawings and /or manufacturer specification sheets, If applicable; (4) Invoices
and /or documentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, if MW is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In its sole discretion, In connection with the Program.
5.0 INSPECTIONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
inspections, including but not limited to: (1) Pre - Installation equipment Inspection to examippe the existing/baseline
equipment and to check the accuracy of Applicant's equipment survey; (2) Post installatio6'equlpment inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post-operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, if requested by SCE; and (4)
Inspection for any other Program - related reason that SCE, in Its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE's AND /OR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PRO„ dOT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT IS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.0 pAYMENTS Payment of Incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satisfaction..Payment of_ Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be paid on projects that exceed
the b"Ine performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution installed differs from the Installation as set forth
In this Agreement.
7.2 The total incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results In: (a) increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined In SCE's
acceptance letter); (b) Increased actual energy savings resulting from greater efficiencies than estimated
(as outlined In the SCE acceptance letter); and/or (c) greater actual project costs than originally
estimated.
Partnership Incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined In
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual electric usage for each SCE
Customer service account for which incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will mace the applicable Incentive payment to the designated payee, in one or more installments,
only after all required and/or requested documents have been submitted to, and approved by, SCE, and
the appropriate inspections) of the project or project site have been completed In accordance with the
Program rules set forth in the Program Manual,
7.5 Except as provided below, all projects and /or solutions must be completely Installed and fully
operational one year from SCE's written project Application approval date to be eligible for Incentive
prorated incentive payments, and /or terminate this Agreement if the project is not completely Installed ar
fully operational by the applicable date as indicated above, unless an installation extension is granted by
SCE. -
8.0 PAYMENT UiSQUALIFIC1lT[ON Any Incentives received by Applicant shall be repaid to SCE, in whole or in
part, as follows:
8.1 If Customer fails to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the incentives shall be prorated and any incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified in this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever Is less, or (2) the energy benefit to SCE ceases in any way, including but not limited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and/or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site.
Applicant shall refund to SCGt a prorated amount of the Incentive doilarz based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE, Repayment Is required In accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 TERM AND TERMBVATION The term of this Agreement shall commence on the last date that a Party
_executes this Agreement and shall terminate no later than five (5) years from SCE's written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
10.0 ASSIGNMENT SCE may assign this Agreement, or Its rights and obligations hereunder, directly or Indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment,
Applicant may not assign its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant Is obligated to provide additional
Information If requested by SCE.
11.0 EMUS AND LIQgNSEE ' Appilcant, at its own expense, shall obtain and maintain and cause Its contractors
and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work. Any failure by Applicant or its contractors and /or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicanfs obligations
under this Agreement
12.0 ADVERTISING. MARKETING AND USE OF SQE7S NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any afffilatlon for any reason, including soliciting customers to participate in
the project, without SCEs prior written consent. Applicant shall make no representations to Its customers on behalf
of SCE,
13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and Is a
direct party thereto, and (Ii) such Partnership Agreement contains indemnity provisions covering Appilcanfs
performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
—1► and the remainder of this Section 13 shall have no force and effect. For all other Applicants (including, but not
limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, Its affiliates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In any way connected with any: (1) Injury to or death of persons, including but not limited to employees of
SCE or Applicant; (R) Injury to property or other interests of SCE, Applicant, or any third party;(!![) violation
of local, state, or federal common law, statute, or regulation, Including but not limited tQ environmental
laws or regulations; or (lv) strict liability imposed by any law or regulation; so long as such Injury, violation,
or strict liability has set forth ink - lv _above) arises from or is In any way_connected with A_ ppllcant's _
performance of, orfallure to perform, this Agreement, however caused, regardless of any strict llablity or
negligence of SCE whether active or passtv$, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that is caused by the sole negligence or willful misconduct of
SCE, its officers, managers or employees.
132 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
Ilablilty that arise out of, result from' , or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this Indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs incurred as a result of such
releases or spills are expressly within the scope of this indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be incurred by SCE In
enforcing this Indemnity, including reasonable attorney's -fees, This Indemnity shall survive the termination
of this Agreement for any reason.
13A if this Agreement is assigned pursuant to Section 10.0; Applicant agrees that this lndemniflcatlon
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMIMION OF LIABILITY SCE shall not be liable for any special, Incidental, indirect, or consequential
damages, Including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
Indirect or consequential damages Incurred by Applicant. -
15.0 WRrrTEN NOTICE Any written notice, demand or request required or authorized in connection with this
Agreement shall be deemed property given If delivered !ii person or sent by facsimile, email, nationally recognized
overnight courier, or first class mall, postage prepaid; to the'address specifled below, or to another address specified
In writing by SCE.
SCE
SCE Offer Manager: HODGE, JAMES
Address: 6042A IRWINDALE AVE
city, State, ZIP: IRWINDALE, CA 91702
Phone A - Fax # -
Email. JAMES.HODGE@SCE.COM
Name: KURT WIEMANN
Company: CITY OF SANTAANA
Address: 20 CIVIC CENTER PLAZA M -21
City, state, Zip; SANTA ANA, CA 92702
phone -#: _(7- IA)6�7= 5639 -- —F- ax.# -W4)6- 47.5.069
Email; KWIEMANN@SANTA- ANA.ORG
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 Business Days after the date the notice is postmarked; (c) if by facsimile or email, 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.
16.0 CONFLICTS Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents Incorporated by reference, the documents shall control In the following order: T) SCE acceptance
letter(s) and Incentive estimate(s) based on solutions approved in the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant's approved Application(s). Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the Identification of any
conflict or inconsistency concerning this Agreement.
17.0 CANCELL ATION OF AGRE Maur• SCE may suspend or terminate the Agreement, with cause, upon
written notice to the Applicant identified In Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant If funding for the Program Is depleted, or If SCE determines suspension or
termination of the Agreement is necessary in order to make changes to the related Program or if SCE is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
18.0 MISCELLANEOUS , This Agreement shall at all times be subject to such changes or modifications by the
CPUC as it may from time to time direct in the exercise of Its jurisdiction. This Agreement shall be governed and
construed In accordance with the laws of the State of California, without regard to its conflict of laws provisions. if
any provision of this Agreement shall be held by a codrt of competent jurfsdiction to be Illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof, No amendment, modification or change to this Agreement shall be binding or
effective unless expressly set forth In writing and signed by SCE's representative authorized to execute the
Agreement
iN WITNESS WHEREOF, the parties hereto have•caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
By:
Title: D1R PROGRAMS & OPS, CUST EE
& SOLAR
Naive Printed: WALLENROD, MARK
Date:
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
A
By.
f Fc?S d6 ELL- e—
Name Printed:!1_U�
Date: it /71-4/
S(I" h CAL +tlA,
EDI ON
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - S. MAIN LED - SA# 3 -001- 3272 -79
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
Southern California Edison
Southern California Edison
On -Bill Financing Agreement
rlSOU I It RN (: Al If ORNIA
EDISON
PSAP -10- 004891
SA# 3- 001 - 3272 -79
Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -79
On -Bill Financing Agreement _
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on 1 Z3 20 /;9
(the "Effective Date ") by and between the undersigned customer ( "Customer ") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into the Energ Management Solutions Incentives Application for
Business Customers on or about //- 2, 20& and if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 13, 629.04
Interest Rate:
0%
Fees:
N/A
Months to Pay:
93 Months
Monthly Payment:
1 month at $26.84
and 92 months at $147.85
Service Account to be Billed:
3- 038 - 2558 -32
Designated Third -Par Payee if an
N/A
Address of Designated Third -Part Payee:
N/A
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -79
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -79
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attorney -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Tenn and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
[Remainder of page intentionally left blank]
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -79
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative:
INTERIM CITY MANAGER
Title:
Signature:
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
(714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address
tili, 5r �t1
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
Director ro ram & Operations
Title:
Signature:
Date:
1515 Walnut Grove Ave.
Rosemead, CA 91770
Business Address:
(626)302 -0802
Telephone No.
(626)302 -6143
Fax No
Mark.Wallenrod @sce.com
E -Mail Address:
ATTEST:
MARIA D. HUIZAR
CLERIC OF THE C'OUNCII,
Southern California Edison Form# 14 -791 6/2010
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SOUTHERN CALIFORNIA
EDISON�
An EDISON INTERNATIONAL* Company
RECEIVED
JUN 4.- 2011
ENERGY MA1VAGEMEN7SOLU77ONS
2010 — 2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD/ MAIN LED
3- 001 - 3272 -70, multiple
PROJECT NAME
Service Account #
PSAP -10 -004891
UPN
11/1/2010
Date Received
Calculated ApproachQ M & V Required
• n .
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
C#TYISTATE
ZIP
KURT WIEMANN
KWIEMANN@SANTA- ANA.CRG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TITLE
TELEPHONE
FAX
Tax Status: TaxExemptNonProfit
GOVERNMENT
96. 6000785
Exempt Reason
cOMPANYmAR, FSDERAL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (if Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KWIEMANN @SANTA- ANA.ORG
CONTA. NAME
EMAIL ADDRESS
PROJECT MANAGER
(744)647 -5639
(714)647 -5069
TELEPHONE
FAX
E OXFORD/ MAIN LED
•
SITE NAME
SITE ID # (it applicable)
1181/2 E OXFORD
SANTA ANA,CA
92701
SITE ADDRESS
CITYISTATE
ZI,P CODE
KURTWIEMANN
(714)647 -6639
3 -001- 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICE ACCOUNT #
f=inal Apprbvetl Savings oJi'd 10rwitkic rnstiniate
r
Solution Code Solution iDesoripNon kWh KW $ Incentive Amount
LT-48371 Exterior LED street lighting 210,545.00 0.00 $10,327.25
Total Approved Savingstlncentive Estimates 1 210,545.001 0.00 $10,527.25
Project Cost Adjustment 0.00
Project Site Cap Adjustment 0.00
'Total Estimated Incentive L 16,843.60
10% Measurement and Verification Adder (if applicable)
2010 - 2012 CUSTOMIZED SOLUTIONS AGREr-MENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered Into by Southern California Edison Company
("SCE ") and the Customer or the Customer's Authorized Agent, as identified an page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termd and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
[f applicable), If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties."
1.0 PROJECT DESCRIPTION This Agreement is limited to those projects and/or solutions described in the
applicable 2010 -2012 Energy Management Solutions - Incentive Application for Business Customers (together with
all forms attached therein; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, in accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ("Program's Is further described In the 2010
Customized Statewide Procedures Manuai for Business ( "Program Manual") and at
www.sce.com/customizeO_.poluUons.
2.0 DOCUMENTS 1=9MORATED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (1) Applicants completed, signed and submitted Application, (11) SCE
acceptance letter(s) based on the energy saving solutions proposed in the Application, and (ill) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement" }:
3.0 ELIGIBILITY Program funding Is limited and is available on a first -come, first - served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCITs execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program Incentives ("incentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy efficient equipment Is Installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal- mandated codes,
industry - accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet ail other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services covered by this Agreement in an amount greater then
the total cost of the project or solution(s) (including labor and mater[a[s); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below-prior to being .e[igible_for payment of incentives.. Required_docuroentsJnclude, .but.ara.not.limited.to;_(�) This_.._
Agreement, fully executed and with the attached documents referenced In Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, If applicable (including archival
diskette, CD, etc.); (3) Schematic drawings and/or manufacturer specification sheets, If applicable; (4) Invoices
and/or - documentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, if M &V Is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE in Its sole discretion, In connection with the Program.
5.0 INSPECTIONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
inspections, Including but not limited to: (1) Pre - installation equipment Inspection to examipe the existing/baseline
equipment and to check the accuracy of Applicant's equipment survey; (2) Post- Installatiori,equipment Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post-operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, if requested by SCE; and (4)
inspection for any other Program - related reason that SCE, in Its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE'S AND /OR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAHABILITY, OR RELIABILITY OF THE PRG„2CT OR SOLUTIONS, NOR SHALT_
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT iS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.0 PAYMENTS Payment of Incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satisfactlon..Payment of Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be paid on projects that exceed
the baseline performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution installed differs from the Installation as set forth
In this Agreement.
7.2 The total Incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the f=inal Approved Savings Estimate if the project results in: (a) Increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined In SCE's
acceptance letter); (b) Increased actual energy savings resulting from greater of iclencles than estimated
(as outlined in the SCE acceptance letter); and/or (c) greater actual project costs than originally
estimated.
Partnership Incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined in
the Program Manual,
7.3 Energy savings for which Incentives are paid cannot exceed the actual electric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7.4 SCE will make the applicable Incentive payment to the designated payee, in one or more installments,
only after all required and /or requested documents have been submitted to, and approved by, SCE, and
the appropriate inspections) of the project or project site have been completed In accordance with the
Program rules set forth In the Program Manual.
7.5 Except as provided below, all projects and/or solutions must be completely installed and fully
operational one year from SCE's written project Application approval date to be eligible for Incentive
prorated Incentive payments, and/or terminate this Agreement if the project Is not completely Installed and
fully operational by the applicable date as Indicated above, unless an installation extension is granted by
SCE.
8.0 PAYMENT DISQUALIFICATION Any Incentives received by Applicant shall be repaid to SCE, In whole or in
part, as follows:
8.1 If Customer fails to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the Incentives shall be prorated and any Incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified In this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever is less, or (2) the energy benefit to SCE ceases in any way, Including but not limited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and /or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site.
Applicant shall refund to SUt a prorated amount of the Incentive dollato based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE. Repayment Is required in accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 JE$M AN12 TERMINATION The term of this Agreement shall commence on the last date that a Party
executes this Agreement and shall terminate no later than five (5) years from SCE`s written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
10,0 ASSIGNMENT SCE may assign this Agreement, or its rights and obligations hereunder, directly or Indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment,
Applicant may not assign Its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant is obligated to provide additional
Information If requested by SCE.
11.0 PERMITS AND UCEN31ES Applicant, at its own expense, shall obtain and maintain and cause Its contractors
andlor subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work Any failure by Applicant or Its contractors and /or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement.
12.0 AD1lERT1SING, MARKETING AND U _ E OF SCES NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any affillation for any reason, including soliciting customers to participate in
the project, without SCE's priorwritten consent. Applicant shall make no representations to its customers on behalf
of SCE.
13.0 iNDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and is a
direct party thereto, and (IQ such Partnership Agreement contains Indemnity provisions covering Appiicant's
performance under the Program and this Agreement, then such Indemnity provisions shalt apply to this Agreement
—1> and the remainder of this Section 13 shall have no force and effect. For all other Applicants (including, but not
limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, its affiliates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In any way connected with any: (t) Injury to or death of persons, Including but not limited to employees of
SCE or Applicant; (11) injury to property or other Interests of SCE, Applicant, or any third party;(lli) violation
of local, state, or federal common law, statute, or regulation, Including but not limited to environmental
laws or regulations; or (iv) strict liability Imposed by any law or regulation; so long as such injury, violation,
_�� or strict liability has set forth Insi) abovel arises from or is in any way connected with Ap I�icant's,
performance of, orfaMure to perform, this Agreement, however caused, regardfesa of any strict Iiabirity or
negligence of SCE whether active or passlvo, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
SCE, Its officers, managers or employees.
132 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liability that arise out of, result from, or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this Indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be Incurred by SCE in
enforcing this indemnity, including reasonable attorney's -fees. This Indemnity shall survive the termination
of this Agreement for any mason.
13A If this Agreement is assigned pursuant to Section 10.0; Applicant agrees that this indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OF LIABILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
indirect or consequential damages Incurred by Applicant. - -
150 jpfRITTEN NOTICE 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, email, nationally recognized
overnight courier, or first class mail, postage prepaid; to the'address- specified below, or to another address specified
In writing by SCE.
SCE Offer Manager:
Address:
City, State, Zip:
Phone k
Email.
APPLICANT (CUSTOMER OR AUTHORIZED REPRENSENTATIVE)
Name:
KURT WIEMANN
Company:
CITY OF SANTA ANA
Address:
20 CIVIC CENTER PLAZA M -21
City, State, Zlp:
SANTA ANA; CA 92702
4.7- 14)647= 5639 -- — F-a)c- 947-1_4)6- -50.69
Email:
KVVIEMANN@8ANTA- ANA.0RG
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 Business Days after the date the notice is postmarked; (c) If by facsimile or small, 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.
16.0 CONFLICTS B N TE MQ Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents Incorporated by reference, the documents shall control In the following order: T) SCE acceptance
letter(s) and Incentive estimate(s) based on solutions approved In the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant's approved Applicaflon(s). Should a conflict exist between an
applicable federal, State, or local law, nude, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed confiEcts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the identification of any
conflict or Inconsistency concerning this Agreement.
ILL CANCELLATION OF AGREEMENT• SCE may suspend or terminate the Agreement, with cause, upon
written notice to the Applicant identified In Section 15 hereof. SCE may suspend or tenninate the Agreement upon
written notice to the Applicant if funding for the Program Is depleted, or If SCE determines suspension or
termination of the Agreement is necessary In order to make changes to the related Program cr If SCE is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
18.0 MISCELLANEOUS. This Agreement shall at all times be subject to such changes or modifications by the
CPUC as it may from time to time direct in the exercise of Its jurisdiction. This Agreement shall be governed and
construed in accordance with the laws of the State of California, without regard to its conflict of laws provislons. If
any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof, No amendment, modification or change to this Agreement shall be binding or
effective unless expressly set forth in Writing and signed by SCI='s representative authorized to execute the
Agreement.
iN WITNESS WHEREOF, the parties hereto have-caused this Agreement to be executed by their duly authorized
representattves .as of the date set forth below
By:
Title: DIR PROGRAMS & OPS, OUST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date: 7/21—A
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
e
By.
Name Printed:
Date. x'/711
SMMM CAL*OW%L-k
EDISON
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - S. MAIN LED - SA# 3- 001 - 3272 -80
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
Southern California Edison
Southern California Edison
On -Bill Financing Agreement
rlSOUFNFUN C'AFIFFORNIA
EDISON'
A�i tl)l.5 (T\ lV (f NNillllltgl `i- +�iripaay
PSAP -10- 004891
SA# 3 -001- 3272 -80
Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3 -001- 3272 -80
On -Bill Financing Agreement AY
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on — 2-2 3 20Z-4
(the "Effective Date ") by and between the undersigned customer ( "Customer ") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals oY
1. Customer and SCE entered into the Energy Management Solutions Incentives Application for
Business Customers on or about //- 9 , 20Ap and if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 15, 328.24
Interest Rate:
0%
Fees:
N/A
Months to Pay:
92 Months
Monthly Payment:
1 month at $157.63
and 91 months at $166.71
Service Account to be Billed:
3- 038 - 2568 -88
Designated Third -Pa Payee if an
N/A
Address of Designated Third -Pa Payee:
N/A
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3 -001- 3272 -80
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -80
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attomey -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
Southern California Edison
[Remainder of page intentionally left blank]
Form# 14 -791 6/2010
v
PSAP -10- 004891
SA# 3- 001 - 3272 -80
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative:
INTERIM CITY MANAGER
Title:
<2S [4,- 6—)tQ7
Signature: ZJO-(
2-2a-12-
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
(714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address:
Southern California Edison
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
Director Pro am & Operations
Title:
Signature:
Date:
1515 Walnut Grove Ave.
Rosemead, CA 91770
Business Address:
(626)302 -0802
Telephone No.
(626) 302 -6143
Fax No.
Mark.Wallenrod @sce.com
E -Mail Address:
ATTEST: r
MARIA D. HUIZAR
CLERK OF THE COUNCIL
Form# 14 -791 6/2010
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SOUTHERN CALIFORNIA
EDISON
An EDISON INTERNATIONALO Company
RMEZWD
JUN A 2011
ENERG' MANAGEMEN rSOLUTIONS
2010 — 2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL, GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD! MAIN LED 3- 001 -3272 -70, muitlpie
PROJECT NAME Service Account #
PSAP -10 -004891
UPN
1111!2010
Date Receiver[
Calculated Approach Q M & V Requiredo
• n •
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
CITYISTATE
ZIP
KURT WiEMANN
KWIEMANN@SANTA ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)847 -5069
TITLE
TELEPHONE
FAX
Tax Status: TaxExemptNonProflt
GOVERNMENT
95.8000785
Exempt Reason
COMPANYICORP, FEDERAL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (1fAppllcable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
CITYlSTATE
ZIP
KURT WIEMANN
KWIEMANNCSANTA ANA.ORG
COWTAC NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
_ - __ -_ . TITLE _. -- ._- ._ .. _- - - -- . - -•_ -••-
TELEPHONE
F_ OXFORD! MAIN LED
'
SITE NAME
SITE ID # (it applicable)
1181/2 E OXFORD
SANTA ANA,CA
92701
SITE ADDRESS
CITYISTATE
ZIP CODE
KURT WIEMANN
(714)647 -5639
3 -001- 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICE ACCOUNT #
Solution Code Solution Description kWh KW $ Incentive Amount
LT -48371 Exterior LED stmt ifghting 210,545.00 0.00 $10,527.25
Total Approved Savings[Incentive Estimates 1 210,545.001 0.001 $10,527395
Project Cost Adjustment 0.00
Project Site Cap Adjustment 20
Total Estimated Incentive 16,843.60
10% Measurement and Veriflcatlon Adder (if applicable)
2010 — 2012 CUSTOMIZED SOLUTIONS AGREtMENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered into by Southern California Edison Company
("SCE") and the Customer or the Customer's Authorized Agent, as Identified on page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termt and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable). If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties."
1.0 PROJECT DESCRIPTION This Agreement is limited to those projects and /or solutions described in the
applicable 2010 -2012 Energy Management Solutions - Incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, In accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ('Program's Is further described in the 2010
Customized Statewide Procedures Manual for Business ("Program Manual ") and at
www.sce.comlcustomized soiutions.
2.0 DOCUMENTS INCORPORATED BY REFERENCE The following documents are hereby incorporated by
reference and made part of this Agreement: (1) Applicant's completed, signed and submitted Application, (11) SCE
acceptance letter(s) based on the energy saving solutions proposed In the Application, and Oil) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement").
3.0 EU!QIBILITY Program funding is limited and is available on a first -come, first-served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligibie for payment of Program Incentives ( "Incentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy of lent equipment Is installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M &V "); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal- mandated codes,
industry = accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services covered by this Agreement in an amount greater than
the total cost of the project or solulion(s) (including labor and materials); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below-price-to being - eligible-for payment.of Incentives.. Requirs�d_documents.lnclude, .but.are.not.limited. o:_(1)_This_ ._ _ _
Agreement, fully executed and with the attached documents referenced In Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, If applicable (including archival
diskette, CD, etc.); (3) Schematic drawings and /or manufacturer specification sheets, If applicable; (4) Invoices
and/ordocumentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, if M &V is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In Its sole discretion, in connection with the Program.
5.0 INSPECTIONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
inspections, Including but not limited to: (1) Pre - installation equipment Inspection to examippe the existing/baseline
equipment and to check the accuracy of Applicant's equipment survey; (2) Post Installatlorl'equlprrlent Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post-operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, if requested by SCE; and (4)
Inspection for any other Program - related reason that SCE, in Its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE'S AND /OR ITS CONSULTANTS` REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAFIABILITY, OR RELIABILITY OF THE PRU.,�CT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT IS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.01PAYMENTS Payment of Incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satisfaction.,Payment of Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. incentives shall only be paid on projects that exceed
the baseline performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution installed differs from the Installation as set forth
In this Agreement
7.2 The total incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results in: (a) Increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined In SCE's
acceptance fetter); (b) Increased actual energy savings resulting from greater efficiencies than estimated
(as outlined In the SCE acceptance letter), and /or (c) greater actual project costs than originally
estimated.
Partnership incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement The total incentive payment shall not exceed the total project cost as defined in
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual electric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will make the applicable Incentive payment to the designated payee, in one or more installments,
only after all required and /or requested documents have been submitted to, and approved by, SCE, and
the appropriate inspectlon(s) of the project or project site have been completed In accordance with the
Program rules set forth In the Program Manual,
7.5 Except as provided below, ail projects and /or solutions must be completely installed and fully
operational one year from SCE's written project Application approval date to be eligible for Incentive
prorated Incentive payments, and/or terminate this Agreement if the project Is not completely installed and
fully operational by the applicable date as Indicated above, unless an installation extension is granted by
SCE. -
8.0 PAYMENT DiSQUALIFICA►TION Any Incentives received by Applicant shall be repaid to SCE, In whole or in
part, as follows:
8.1 If Customer fails to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the incentives shall be prorated and any incentive payment shalt be based an
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified in this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever Is less, or (2) the energy benefit to SCE ceases In any way, including but not limited to
Customer and /or the project site ceasing to receive electricity from SCE, the solution, equipment and /or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site.
Applicant shall refund to Slit a prorated amount of the Incentive doilain based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE, Repayment Is required in accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 TERM AND TERMINATION The term of this Agreement shall commence on the last date that a Party
executes this Agreement and shall terminate no later than five (5) years from SCE's written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
10,0 ASSIGNMENT SCE may assign this Agreement, or its rights and obligations hereunder, directly or indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment.
Applicant may not assign its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant is obligated to provide additional
information if requested by SCE.
11.0 PERMITS AND LICENSES Applicant, at its own expense, shall obtain and maintain and cause Its contractors
and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work. Any failure by Applicant or its contractors and/or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement.
12.0 ADVERTISING MARKETING AND USE OF S E'S NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any affiliation for any reason, Including soliciting customers to participate in
the project, without SCEs priarwritten consent. Applicant shall make no representations to its customers on behalf
of SCE.
13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and is a
direct party thereto, and (15 such Partnership Agreement contains Indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
—4 and the remainder of this Section 13 shall have no force and effect. For all other Applicants (Including, but not
limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, Its affillates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In any way connected with any: (1) injury to or death of persons, Including but not limited to employees of
SCE or Applicant; (11) injury to property or other Interests of SCE, Applicant, or any third party;(iil) violation
of local, state, or federal common law, statute, or regulation, including but not limited to environmental
laws or regulations; or (Iv) strict liability imposed by any law or regulation; so long as such Injury, violation,
or strict liablilty J set forth in1�_above� arises from or is In any way
_connected with Applicant's
performance of, or failure to perform, this Agreement, however caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that is caused by the sole negligence or willful misconduct of
SCE, its officers, managers or employees.
13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liability that arise out of, result from, or are in any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this Indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this Indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be Incurred by SCE In
enforcing this Indemnity, including reasonable attorney's -fees. This Indemnity shall survive the termination
of this Agreement for any reason.
13A if this Agreement is assigned pursuant to Section 10.0; Applicant agrees that this indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OF LIABILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, including without limitation, loss of profits or commitments to subcontractors, and any special, incidental,
Indirect or consequential damages Incurred by Applicant. -
15.0 WRTTTEN NOTIGE 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, email, nationally recognized
overnight courier, or first class mall, postage prepaid; to the-address specifled below, or to another address specified
In writing by SCE.
SCE Offer Manager: HODGE, JAMES
Address: 6042A IRWINDALE AVE
City, State, Zip: IRWINDALE, CA 91702
Phone A - Fax ## -
Email: JAMES.HODGEQSCE.COM
Name: KURT WIEMANN
Company*. CITY OF SANTA ANA
Address: 20 CIVIC CENTER PLAZA M -21
City, State, Zip: SANTA ANA; CA 92702
-- - p4wne -#: -(7- 14)647639 -- — Fax4- (7a_4.)647�5069
Email: KWIEMANNQSANTA- ANA.ORG
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 Business Days after the date the notice Is postmarked; (c) If by facsimile or email, 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.
78.0 CONFLICTS RMR Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents incorporated by reference, the documents shall control in the following order: 4) SCE acceptance
letter(s) and Incentive estimate(s) based an solutions approved in the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant's approved Applicaflon(s). Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the Identification of any
conflict or inconsistency concerning this Agreement.
97.0 CANCEL.LAT10 F AGRE • SCE may suspend or terminate the Agreement, with cause, upon
written notice to the Applicant identified in Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant If funding for the Program is depleted, or if SCE determines suspension or
termination of the Agreement is necessary In order to make changes to the related Program or If SCE Is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
98.0 MISCEL! ANEOU5 This Agreement shall at all times be subject to such changes or modifications by the
CPUC as it may from time to time direct in the exercise of Its jurisdiction. This Agreement shall be governed and
construed In accordance with the laws of the State of California, without regard to its conflict of laws provisions. If
any provision of this Agreement shall be held by a court of competent jurisdiction to be Illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof, No amendment, modification or change to this Agreement shall be binding or
effective unless expressly set forth in writing and signed by SCE's representative suthorized to execute the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
By:
Title: DIR PROGRAMS & OPS, GUST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date:
APPLICANT (CUSTOMER OR AUTHORiZED AGENT)
ST.
Name Printed:
Date: 17Z
SfiitlEfNEW14 CAL*C)9%l+1
EDISON
As rMaav AMAV I""N' A .l cc"211s.
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - S. MAIN / EDINGER LED - SA# 3- 001 - 3272 -81
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
"A
Southern California Edison
Southern California Edison
On -Bill Financing Agreement
riSOU IHEItN (A[ It OHNIA
EDISON
: \n tflfS(1.� /t!(.NR,lf J4 /.i';11.'t'•iitl.�.i�
PSAP -10- 004891
SA# 3- 001 - 3272 -81
Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -81
On -Bill Financing Agreement
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on Z 2 20ZZ,
(the "Effective Date ") by and between the undersigned customer ( "Customer ") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into the Energ Management Solutions Incentives Application for
Business Customers on or about //— 9 20% and if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 5,678.16
Interest Rate:
0%
Fees:
N/A
Months to Pa
93 Months
Monthly Payment:
1 month at $5.44
and 92 months at $61.66
Service Account to be Billed:
3- 038 - 2571 -55
Designated Third -Pa Payee if any):
N/A
Address of Designated Third -Pa Payee:
N/A
Southern California Edison
Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -81
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -81
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attomey -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
[Remainder of page intentionally left blank]
Southern California Edison Form# 14 -791 6/2010
5
PSAP -10- 004891
SA# 3- 001 - 3272 -81
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative:
INTERIM CITY MANAGER
Title:
S'LcInature:
2 -23 -/Z
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
(714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address:
� k
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
Dire o Pro ram & Operations
e:
Signature:
Date:
1515 Walnut Grove Ave.
Rosemead, CA 91770
Business Address:
(626) 302 -0802
Telephone No.
(626)302 -6143
Fax No
Mark.Wallenrod @sce.com
E -Mail Address:
ATTEST:
MARIA D. HUIZAR ,
CLERK OF THE COUNCIL
Southern California Edison Form# 14 -791 6/2010
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SOUTHERN CALIFORNIA
EDISON
M EDISON INTERNATIONAL® Company
RECEIVED
JUN 0; 20tt
EAIERGY MANAGEMENrSOLU77ONS
2010 — 2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
F. OXFORD/ MAIN LED 3- 001- 3272 -70, multiple
PROJECT NAME Service Account #
PW -10 -004891
UPN
11/112010
Date Received Calculated Approach X] M & V Required
• n •
CITY OF SANTA ANA
COMPANY CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21 SANTA ANA, CA 92702
ADDRESS CITYISTATE ZIP
KURT WIEMANN KWIEMANN @SANTA- ANA.ORG
CONTACT NAME EMAIL ADDRESS
PROJECT MANAGER (714)647 -5639 (714)647 -5069
TITLE TELEPHONE FAX
Tax Status: TaxExemptNonProfit GOVERNMENT 95. 6000785
Exempt Reason COMPANYICORP, F6011i TAX ID
CITY OF SANTA ANA
COMPANY CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21 SANTA ANA, CA SANTA ANA, CA 92702
ADDRESS CITYISTATE ZIP
KURT WIEMANN KWIEMANN (MSANTA- ANA.ORG
CONTACT ME EMAIL ADDRESS
PROJECT MANAGER (714)647 -5639 (714)647 -5069
TELEPHONE - - - -- — — FAX
E. OXFORD / MAIN LED •
SITE NAME SITE ID # (if applicable)
1181/2 E OXFORD SANTAANA,CA 92701
SITE ADDRESS CITYISTATE ZIP CODE
KURTWIEMANN (714)647 -6639 3-001- 3272 -70, multiple
SITE CONTACT NAME TELEPHONE SERVICE ACCOUNT #
Solution Code Solution Vescription kWh KW $ Incentive Amount
LT -48371 Exterior LED street lighting 210,545.00 0.00 $10,527.25 .
Total Approved Savingsllncentive Estimates 210,645.001 0.001 $10,6275
Project Cost Adjustment 0.00
Project Site Cap Adjustment 0.00
Total Estimated Incentive 1 e,843.60
101116 Measurement and Veriflcatlon Adder Rif applicable)
2010 — 2012 CUSTOMIZED SOLUTIONS AGREtMENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered Into by Southern California Edison Company
("SCE ") and the Customer or the Customer's Authorized Agent, as Identified on page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termd and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable). If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties."
1.0 PROJECT DESMPTIQN This Agreement Is limited to those projects and/or solutions described In the
applicable 2010 -2012 Energy Management Solutions - Incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, In accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ('Program's Is further described in the 2010
Customized Statewide Procedures Manual for Business ( "Program Manual ") and at
www.sce.com/customlzed solutions.
2.0 DOCUMENTS INCORPORA ED BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (1) Applicant's completed, signed and submitted Applicaton, (11) SCE
acceptance letter(s) based on the energy saving solutions proposed In the Application, and (Iii) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement°).
3.0 ELIfgJBiLITY Program funding is limited and is available on a first -come, first - served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program incentives Cincentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge CPGC ") on the SCE electric meter where the energy efficient equipment is Installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal- mandated codes,
industry - accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services covered by this Agreement in an amount greater than
the total cost of the project or solution(s) (including labor and materle[s); and (7) The Applicant certifies that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMiiTTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below-prior to being sligible._for payment-of Incentives.. Required_documentalnctude, . but. are..not.limited.3n:._(I)-Ihis_.._
Agreement, fully executed and with the attached documents referenced in Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, If applicable (including archival
diskette, CD, etc.); (3) Schematic drawings and /or manufacturer specification sheets, if applicable; (4) Invoices
andlordocurnentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, it M &V Is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In its sole discretion, In connection with the Program.
5.0 INSPECTIONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
inspections, Including but not limited to: (1) Pre - Installation equipment Inspection to examine the existing/baseline
equipment and to check the accuracy of Applicant's equipment survey; (2) Post installatior3'equipment Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post-operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, If requested by SCE; and (4)
Inspection for any other Program - related reason that SCE, in its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE'S AND /OR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY. OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PRC;,,c:CT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT iS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.0 PAYMENTS Payment of Incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satlsfaction.,Payment of. Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be paid on projects that exceed
the basditne performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution installed differs from the Installation as set forth
In this Agreement.
7.2 The total Incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results In: (a) Increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined in SCE's
acceptance letter); (b) increased actual energy savings resulting from greater efficiencies than estimated
(as outlined in the SCE acceptance fetter): and/or (c) greater actual project costs than originally
estimated.
Partnership Incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined in
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual electric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will make the applicable Incentive payment to the designated payee, in one or more installments,
only after all required andlor requested documents have been submldad to, and approved by, SCE, and
the appropriate Inspection(s) of the project or project site have been completed In accordance with the
Program rules set forth in the Program Manual,
7.5 Except as provided below, all projects and/or solutions must be completely Installed and fully
operational one year from SCE's written project Application approval date to be eligible for incentive
Qa ments. SCE reserves the right to cease mak9ng Incentive naymen s require the return of the total or
prorated Incentive payments, and/or terminate this Agreement if the project is not completely installed and
fully operational by the applicable date as Indicated above, unless an installation extension Is granted by
SCE.
8.0 PAYMENT DISQUALIFICATION Any Incentives received by Applicant shall be repaid to SCE, In whole or in
part, as follows:
8.1 if Customerfafls to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the incentives shall be prorated and any incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 if (1) Customer does not provide SCE with 100% of the related energy benefits specified in this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever Is less, or (2) the energy benefit to SCE ceases In any way, Including but not limited to
Customer and /or the project site ceasing to receive electricity from SCE, the solution, equipment and/or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site,
Applicant shall refund to SUL a prorated amount of the Incentive dollai, based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE. Repayment is required in accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9,0 TERM AND TERMINATION The term of this Agreement shall commence on the last date that a Party
_executes this Agreement and shall terminate no later than five (5) years from SCE's written project installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
10.0 ASSIGNMENT SCE may assign this Agreement, or its rights and obligations hereunder, directly or Indirectly,
without prior written consent, provided SCE remains obligated for payments Incurred prior to the assignment.
Applicant may not assign its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant is obligated to provide additional
Information if requested by SCE.
11.0 PERMITS AND LICENSEE Applicant, at Its own expense, shall obtain and maintain and cause Its contractors
and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work. Any failure by Applicant or its contractors and/or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement:
12.0 ADVERTISING, MARKETING AND USE OE SCES NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any affiliation for any reason, including soliciting customers to participate in
the project, without SCE's prior•written consent. Applicant shall make no representations to Its customers on behalf
of SCE.
13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and is a
direct party thereto, and (IQ such Partnership Agreement contains Indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnify provisions shall apply to this Agreement
—+ and the remainder of this Section 13 shall have no force and effect. For all other Applicants (Including, but not
limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such Indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, Its affiliates, subsidiaries,
parent companies, pfticers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arias from or are
In any way connected with any: (1) Injury to or death of persons, Including but not limited to employees of
SCE or Applicant; (11) Injury to property or other interests of SCE, Applicant, or any third party;(lii) violation
of local, state, or federal common law, statute, or regulation, Including but not limited to environmental
laws or regulations; or (iv) strict liability imposed by any law or regulation; so long as such Injury, violation,
or strict liability tas set forth In i - iv abcye) arises from or is in an�r way connected with A� I�icant's_
performance of, orfallure to perform, this Agreement, However caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
SCE, its officers, managers or employees.
13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
liability that arise out of, result from, or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this Indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this lndemn4.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay ail costs and expenses that may be Incurred by SCE In
enforcing this Indemnity, including reasonable attorney's fees. This indemnity shall survive the termination
of this Agreement for any reason.
13.4 If this Agreement Is assigned pursuant to Section 10.0; Applicant agrees that this Indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OF LIABILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, Including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
Indirect or consequential damages Incurred by Applicant.
15.0 WRITTEN NOTICE 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, email, nationally recognized
ovemight courier, or first class mall, postage prepald; to the'address specified below, or to another address specified
In writing by SCE.
SCE Offer Manager: HODGE, JAMES
Address: 6042A IRWINDALE AVE
City, State, ZIP: IRWINDALE, CA 91702
Phone A - Fax # -
Ema11: JAMES.HODGE@SCE.COM
Name:
Company:
Address:
KURT WIEMANN
CITY OF SANTA ANA
20 CIVIC CENTER PLAZA M -24
C4, State, Zip: SANTA ANA; CA 92702
– -- —P hone -#- - (7- U.)647= 5639 -- – F -a- "- (7-1_4)6.47 5069
Email: KVVIEMANN @SANTA- ANA.ORG
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 Business Days after the date the notice Is postmarked; (c) if by facsimile or email, 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.
76.0 CONFLICTS B 611g Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents incorporated by reference, the documents shall control in the following order: 1) SCE acceptance
letter(s) and Incentive estimates) based on solutions approved In the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant's approved Application(s). Should a conflict exist between an
applicable federal, State, or lacal law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immedlately upon the Identification of any
conflict or Inconsistency concerning this Agreement.
77.0 CANCELLATION F AGREEneowm -. SCE may suspend or terminate the
Agreement, with cause, upon -
written notice to the Applicant identified In Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant if funding for the Program Is depleted, or if SCE determines suspension or
terminatlon of the Agreement Is necessary In order to make changes to the related Program or If SCE Is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
98.0 AiDSCELLANE -00- This Agreement shall at all times be subject to such changes or modifications by the
CPUC as It may from time to time direct in the exercise of its jurisdiction. This Agreement shall be governed and
construed In accordance with the laws of the State of California, without regard to its conflict of laws provisions. If
any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof. No amendment, modification or change to this Agreement shall be binding or
effective unless expressly set forth In Writing and §lgned by SCS's representative authorized to execute the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
'.']':
Title: D1R PROGRAMS & OPS, OUST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date:
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
a
By:
dS 144,K44 - e_
Name Printed: _eVgr
Date: 6 / ?�/
50MEI r CAUKAN►r
EDISON
fir rcu_v%' ccn#.x+
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Proiect Name: CITY OF SANTA ANA - S. MAIN LED - SA# 3- 001 - 3272 -86
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
4
PSAP -10- 004891
SA# 3- 001 - 3272 -86
Southern California Edison
On -Bill Financing Agreement
ElSOUTHERN CAIIEORNIA
EDISON'
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -86
On -Bill Financing Agreement
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on 2-2-3 20_2
(the "Effective Date ") by and between the undersigned customer ( "Customer") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals
1. Customer and SCE entered into tagement Solutions Incentives Application for
Business Customers on or about and if appli cable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 10, 786.40
Interest Rate:
0%
Fees:
N/A
Months to Pa
92 Months
Monthly Payment:
1 month at $109.37
and 91 months at $117.33
Service Account to be Billed:
3 -038- 2578 -76
Designated Third -Pa Payee if an
N/A
Address of Designated Third -Party Payee: I
N/A
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -86
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3 -001- 3272 -86
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attorney -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
[Remainder of page intentionally left blank]
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -86
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative:
INTERIM CITY MANAGER
Title:
SiB0pture:
hT
2 -23 -/2
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
(714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address:
Southern California Edison
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
Dir for o Pro ram & Operations
Tit'
Signature:
Date:
1515 Walnut Grove Ave.
Rosemead, CA 91770
Business Address:
(626)302 -0802
Telephone No.
(626)302 -6143
Fax No.
Mark.Wallenrod @sce.com
E -Mail Address:
ATTEST:
\- /l ) ' bb/ 3 r
MARIA D. HUIZAR
CLERK OF THE COUNCIL
Form# 14 -791 6/2010
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SOUTHERN EALIFOMIA
EDISON
An EDISON IMMNATIONAL0 Company
RX,Mlvm
UUN 0 .2011
ENERGY MAiVAGEMgNTSOLU770N
S
2010 - 2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
E. OXFORD/ MAIN LED 3-001 -3 72 -70, multiple
PROJECT NAME Service Account #
PSAP -10. 004891
UPN
11/1/2010
Date Received
Calculates! Approach M & V Required
• n •
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KWIEMANN @SANTA ANA.ORG
CONTACT NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TITLE
TELEPHONE
FAX
Tax Status; TaxExemptNonProfit
GOVERNMENT
95. 8000785
Exempt Reason
CWPANYICORP, FSDERAL TA -IL)
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENTEER PLAZA M-21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KWIEMANN @SANTA ANA.ORG
CONTACr NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TELEPHONE
- -FAX - --
E. OXFORD / MAIN LED
'
51TE NAME
SITE ID # (if applicable)
118112 E OXFORD
SANTA ANA,CA
92701
SITE ADDRESS
CITY /STATE
ZIP CODE
KURT WIEMANN
(714)647 -5639
3 -001- 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICE ACCOUNT #
PirIal ApPrbvntl saviligs ofid lncentivc rnsthiate
Solution Code Solution Vescrlption kWh KW $ Incentive Amount
LT48371 Exterior LED street Iighdng 210,545.00 0.00 $10,527.25 .
Total Approved Savingstincentive Estimates 210,545.00 0.00 10,527.25
Project Cost Adjustment 0.00
Project Site Cap Adjustment 20
• Total Estimated Incentive 1� 18,843.80
10% Measurement and Verification Adder (if applicable)
2010 — 2012 CUSTOMIZED SOLUTIONS AGREtMENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered Into by Southern California Edison Company
("SCE") and the Customer or the Customer's Authorized Agent, as identified on page 1 above (each deemed an
"Applicant" for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such termt and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable). If these terms and condit<ons are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the "Parties"
1.0 PROJECT DE CRIPTION This Agreement is limited to those projects and/or solutions described in the
applicable 2010 -2012 Energy Management Solutions - Incentive Application for Business Customers (together with
all forms attached thereto; and referred to herein as the "Application "). As stated in the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, in accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ('Program's Is further described in the 2010
Customized Statewide Procedures Manual for Business ( "Program Manual") and at
wouw.sce.comlcustomized solutions.
2.0 DOCUMENTS INCOWORAT910 BY REFERENCE The following documents are hereby Incorporated by
reference and made part of this Agreement: (1) Applicant's completed, signed and submitted Application, (11) SCE
acceptance letters) based on the energy saving solutions proposed In the Application, and Oil) the agreement (or.
memorandum of understanding, as applicable) to jointly deliver the 2010 -12 Energy Efficiency partnership Program
applicable to the Parties (the "Partnership Agreement°).
3.0 )ELIGIBILITY Program funding Is limited and is available on a first -come, first - served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program incentives ("incentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy efficient equipment is Installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal- mandated codes,
industry- accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet ail other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, Incentives, or services covered by this Agreement in an amount greater than
the total cost of the project or solution(s) (including labor and materials); and (7) The Applicant cert[fles that the
solutions covered by this Agreement have not and will not receive any funds from any other utillty, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
below_prior_to being eligible-for payment.of .Incentives.. Requirsd.idocuments.lnclude, .bxrt.ate_not.limited.
Agreement, fully executed and with the attached documents referenced In Item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, if applicable (including archival
diskette, CD, etc-); (3) Schematic drawings and /or manufacturer specification sheets, if applicable; (4) Invoices
and/or-documentation to support solution costs, at SCE's request; (5) Project Installation Report; (6) Operating
Report, if M &V is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE In Its sole discretion, In connection with the Program.
5.0 INSPE,CTiONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
Inspections, Including but not limited to: (1) Pro - Installation equipment Inspection to examlppe the existing/baseline
equipment and to check the accuracy of Applicant's equipment survey; (2) post Installatiod'equipment Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post-operation Inspection to
verify energy savings of the solutions after Installed equipment has been operating, if requested by SCE; and (4)
Inspection for any other Program - related reason that SCE, in Its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE'S AND /OR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PRO.c:CT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT iS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.OPAYMENTS Payment of Incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satisfaction.,Payment of. Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. incentives shall only be paid on projects that exceed
the baseline performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount if the actual solution installed differs from the Installation as set forth
In this Agreement.
7.2 The total Incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in' the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement). However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results In: (a) increased actual energy savings
resulting from the Installation of a greater quantity of the approved solutions (as outlined in SCE's
acceptance letter); (b) Increased actual energy savings resulting from greater efficiencies than estimated
(as outlined In the SCE acceptance letter); and /or (c) greater actual project costs than originally
estimated.
Partnership incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total Incentive payment shall not exceed the total project cost as defined in
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual electric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will mace the applicable incentive payment to the designated payee, in one or more installments,
only after all required andlor requested documents have been submitted to, and approved by, SCE, and
the appropriate Inspection(s) of the project or project site have been completed In accordance with the
Program rules set forth in the Program Manual,
7.5 Except as provided below, all projects and /or solutions must be completely Installed and fully
operational one year from SCE's written project Application approval date to be eligible for incentive
prorated Incentive payments, and /or terminate this Agreement if the project Is not completely Installed an
fully operational by the applicable date as Indicated above, unless an installation extension is granted by
SCE. -
8.0 PAYMENT DISQUALIFICATION Any Incentives received by Applicant shall be repaid to SCE, in whole or in
part, as follows:
8.1 If Customer fans to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the incentives shall be prorated and any incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified In this
Agreement for the life of the product or for a period of five (5) years from receipt of the Incentive,
whichever is less, or (2) the energy benefit to SCE ceases in any way, including but not limited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and /or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site.
Applicant shall refund to SCt a prorated amount of the Incentive doila« based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE. Repayment is required in accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 TERM AND TERMINATION The term of this Agreement shall commence on the last date that a Party
executes this Agreement and shall terminate no later than five (5) years from SCE's written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
10.0 ASSIGNMENT SCE may assign this Agreement, or Its rights and obligations hereunder, directly or indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment.
Applicant may not assign Its rights or delegate Its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant is obligated to provide additional
information If requested by SCE.
11.0 PERMITS ANA LI+KN$ES Appllcant, at its own expense, shall obtain and maintain and cause Its contractors
and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform its work. Any failure by Applicant or its contractors and/or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement.
12.0 ADVERTISING MARKETING AND USE OF ICE'S NAME Applicant shall not use SCE's corporate name,
trademark, trade name, logo, identity or any affiliation for any reason, including soliciting customers to participate in
the project, without SCE's prior-written consent Applicant shall make no representations to its customers on behalf
of SCE.
13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and is a
direct party thereto, and (IQ such Partnership Agreement contains indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
—� and the remainder of this Section 13 shall have no force and effect. For all other Applicants (including, but not
limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provislons), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, its affiliates, subsidiaries,
parent companies, pfficers, directors, agents and employees, from and against all claims, demands,
losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In arty way connected with any: (1) Injury to or death of persons, including but not limited to employees of
SCE or Applicant; (11) Injury to property or other Interests of SCE, Applicant, or any third party;(lii) violation
of local, state, or federal common law, statute, or regulation, Including but not limited to environmental
laws or regulations; or (lv) strict liability imposed by any law or regulation; so long as such injury, vloiatlon,
or strict liability Jqs set forth in €)�ly) above) arises from or is In any way connected with &plicant's_
performance of, or faburee Ea perform, this Agreement, however caused, regardless of any strict liability or
negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
strict liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
SCE, its officers, managers or employees.
13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
Hability that arise out of, result from, or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this indemnity, and that the costs, expenses, and legal liability for
environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict iiab € €ity, or violation of any local, state, or federal law
or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this indemnity.
13.3 Applicant shalt, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay all costs and expenses that may be Incurred by SCE In
enforcing this Indemnity, Including reasonable attorney's fees. This Indemnity shall survive the termination
of this Agreement for any reason.
13A if this Agreement Is assigned pursuant to Section 10.0; Applicant agrees that this Indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMITATION OF LIABILITY SCE shall not be liable for any special, incidental, indirect, or consequential
damages, including without limitation, loss of profits or commitments to subcontractors, and any special, incidental,
Indirect or consequential damages Incurred by Applicant.
15.0 WRITTEN NOTICE Any written notice, demand or request required or authorized in connection with this
Agreement shall be deemed properly given If dellvered 16 person or sent 15 facsimile, email, nationally recognized
overnight courier, or first class mall, postage prepaid; to the-address specified below, or to another address specified
In writing by SCE.
SCE
SCE Offer Manager: HODGE, JAMES
Address:
6042A IRWINDALE AVE
City, State, zip: IRWINDALE. CA 91702
Phone P - Fax # -
Email: .IAMES.HODGEOSCE.COM
Name: KURT WIEMANN
Company; CITY OF SANTA ANA
Address:
20 CIVIC CENTER PLAZA M -21
City, State, Zip: SANTA ANA; CA 92702
Phone -#: -(7- 14.)6 .7= 5639 -- —kax #-0_4)647_5.0.6.9
Email: KW[EMANNQSANTA- ANA.ORG
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 Business Days after the date the notice is postmarked; (c) if by facsimile or email, 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 nexWay delivery.
16.0 CONFLICTS B N T Ma Should a conflict exist between the main body of this Agreement and the
documents incorporated by reference, the main body of this Agreement shall control. Should a conflict exist In the
documents Incorporated by reference, the documents shall control in the following order: 1) SCE acceptance
letter(s) and Incentive estimate(s) based on solutions approved in the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant's approved Application(s). Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control, Each Party shall notify the other immediately upon the identification of any
conflict or inconsistency concerning this Agreement.
17.0 CANCELLATION OF AGREEMENT: SCE may suspend or terminate the Agreement, with cause, upon -
written notice to ttte Applicant Identified In Section 15 hereof. SCE may suspend or terminate the Agreement upon
written notice to the Applicant If funding for the Program is depleted, or if SCE determines suspension or
termination of the Agreement is necessary In order to make changes to the related Program or if SCE Is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
98.0 MISCELLANEOUS- This Agreement shall at all times be subject to such changes or modifications by the
CPUC as it may from time to time direct In the exercise of Its Jurisdiction. This Agreement shall be governed and
construed In accordance with the laws of the State of Callforn Ia. without regard to its conflict of laws provisions. If
any provision of this Agreement shall be held by a codrt of competent jurisdiction to be Illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all
prior agreements, representations, writings and discussions between the Parties, whether oral or written, with
respect to the subject matter hereof. No amendment, modification or change to this Agreement shall be binding or
effective unless expressly set forth in Writing and sigried by SCE's representative greement authorized to execute the
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
B'
Title: DIR PROGRAMS & OPS, COST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date:
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
A
By:
V
Name Printed:! 1Ver CI.JfCi J A,41�1d�
Date: j ?��
SCUMUN c14.
EDISON
Ar cnwray ; R+r�x +r �►u- canes,,.
2012 ON -BILL FINANCING LOAN AGREEMENT
Copy for your records
Date: March 14, 2012
UPN #: PSAP -10- 004891
Project Name: CITY OF SANTA ANA - S. CHESTNUT / MAIN LED - SA# 3- 001 - 3272 -87
Congratulations on the formal reservation of your On -Bill Financing project! Enclosed for your
records is a signed original of the agreement between Southern California Edison (SCE) and
the project Customer.
This document outlines the loan amount financed and monthly re- payment amounts
associated with your On -Bill Finance project.
The final process for your loan disbursement is underway. The payment is issued upon final
SCE Management approval of your payment request. Please allow 4 to 6 weeks for check
issuance.
Congratulations on your energy savings project and thank you for your participation in the On-
Bill Financing program.
Sincerely,
Business Support Services Team
Southern California Edison
PSAP -10- 004891
SA# 3- 001 - 3272 -87
Southern California Edison
On -Bill Financing Agreement
rlSOUTHERN CALIFORNIA
EDISON
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3 -001- 3272 -87
On -Bill Financing Agreement
This On -Bill Financing Agreement to ( "OBF Agreement ") is entered into on 2 23 20_(g-
(the "Effective Date ") by and between the undersigned customer ( "Customer ") and Southern California
Edison Company ( "SCE ") (each a "Party," collectively the "Parties ").
Recitals le_
1. Customer and SCE entered into the Energ anagement Solutions Incentives Application for
Business Customers on or about _ �/- 9 , 201Qand if applicable, the Customized Solutions
Agreement (individually or collectively referred to as "EMS Agreement "), which is /are attached
hereto and incorporated herein by reference
2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and
maintains a service account with SCE for electric service. Customer has completed installation of
certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement
and has accepted the equipment as being operational and in good working order.
3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero
percent interest financing for the installation of certain energy efficient equipment, which is to be
repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing ").
4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill
Financing program and Customer agrees to repay SCE the Amount Financed (as defined under
"Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions
of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
Terms and Conditions
Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF
Agreement without definition shall have the same meanings as are set forth in the EMS Agreement.
Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the
Amount Financed to Customer or to a third -party payee designated by Customer under the Loan
Terms, below. Customer's designation of a third -party payee may not be changed or revoked.
Loan Terms:
Amount Financed "Amount Financed"):
$ 14,761.84
Interest Rate:
0%
Fees:
N/A
Months to Pa
93 Months
Monthly Payment:
1 month at $2.28
and 92 months at $160.43
Service Account to be Billed:
3- 038 - 2578 -92
Desi nated Third -Pa Payee if an
N/A
Address of Designated Third -Pa Pa ee: I
N/A
Southern California Edison
Form# 14 -791 6/2010
..
PSAP -10- 004891
SA# 3 -001- 3272 -87
Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments
as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of
Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's
SCE utility bill for the Service Account listed above.
Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE
OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer
may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one
lump sum without penalty, but pre - payments for less than the remaining balance will not be
allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number
of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs
first. Customer shall make payments to SCE as directed in the SCE utility bill.
Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given
month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be
applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be
considered to be delinquent and in default of both the energy bill and the Loan Obligation.
Late Payments: No late payment charges or interest will be assessed for delinquent payments on the
Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy
charges pursuant to SCE's Rule 9 which is incorporated herein by reference.
Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check
returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to
any forms of payment that are subsequently dishonored.
Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due
under each SCE utility bill to the Customer's Service Account, and a default under this OBF
Agreement will be treated as a default under the Customer's Service Account. Customer's Loan
Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and
Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein
by reference.
Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF
Agreement shall constitute a breach under all of the above referenced agreements. For purposes
herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if
Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the
Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or
otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF
Agreement and /or the EMS Agreement, and the breach is not cured as specified therein.
Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in
this section shall not be subject to any additional cure period. Following a breach as set forth in this
section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation
immediately due and payable.
Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to,
file a UCC -1 ( "Financing Statement ") against the Equipment to secure Customer's obligation to repay
the Amount Financed. Customer agrees to execute any and all documents in connection with the
Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer
agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect
to file a Financing Statement.
Southern California Edison Form# 14 -791 6/2010
PSAP -10- 004891
SA# 3- 001 - 3272 -87
Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's
attorneys, upon breach and default by Customer as described in the preceding section, to appear in
any state or federal court in Los Angeles County, California, as Customer's attorney -in -fact and
confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil
Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of
collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of
the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as SCE may elect until all amounts owing under
this OBF Agreement have been paid in full.
Modification: Any change to this OBF Agreement must be in writing and signed by Customer and
SCE; except that during any given month, if Customer is unable to make full payment on the Loan
Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF
Agreement in writing. Any written modification or amendment will not be effective unless and until
signed by SCE or such condition is waived by SCE in its sole and absolute discretion.
Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS
Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan
Obligation is paid in full.
Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its
rights or delegate its duties under the Agreement.
Additional Representations: Each person signing this OBF Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on
behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further
represents and warrants that if it is a legal entity, it is in good standing in its state of formation.
Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants,
representations, warranties, agreements and conditions of the EMS Agreement shall remain
unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS
Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF
Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced
in all respects according to, the laws of the State of California. This OBF Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. If any one or more of the provisions contained in this OBF Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF
Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never
been contained herein and all other provisions of this OBF Agreement shall be construed to remain
fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby
incorporated herein by reference.
Southern California Edison
[Remainder of page intentionally left blank]
Form# 14 -791 6/2010
a
PSAP -10- 004891
SA# 3- 001 - 3272 -87
IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date.
Customer: CITY OF SANTA ANA
PAUL WALTERS
Authorized Representative:
INTERIM CITY MANAGER
Title:
�L (
Signature:
2 -23 -I2,
Date:
20 CIVIC CENTER PLAZA M -21
SANTA ANA, CA 92702
Business Address:
(714)647 -5639
Telephone No.
(714)647 -5069
Fax No.
E -Mail Address:
Southern California Edison
Southern California Edison Company:
Mark Wallenrod
Authorized Representative:
erations
uate:
1515 Walnut Grove Ave.
Rosemead, CA 91770
Business Address:
(626)302 -0802
Telephone No.
(62 6) 302 -6143
Fax No.
Mark.Wallenrod @sce.com
E -Mail Address:
ATTEST:
MARIA D. HUIZAR
CLERK OF THE CO 1NCIL
Form# 14 -791 6/2010
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SOUTHERN CALIFORNIA
EDISON�
An TsDISON INTERNATIONAL® Company
RECEIVED
JUN D . 20 ft
ENIRGY MANAGEMENTS
W17i0NS
2010 -2012 CUSTOMIZED SOLUTIONS AGREEMENT FOR LOCAL GOVERNMENT AND INSTITUTIONAL
PARTNERSHIPS
I- OXFORD/ MAIN LED 3- 001 - 3272 -70, multiple
PROJECT NAME Service Account W
PW4 0 -004891
UPN
11/112010
Date Received Calculated Approach Q M & V Required
• n •
CITY OF SANTA ANA
COMPANY CORPORATION PARENT NAME (if Applicable)
20 CIVIC CENTER PLAZA M-21
SANTA ANA, CA
92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KW IEMANN @SANTA- ANA.ORO
ZIP CODE
CONTACT NAME
EMAIL ADDRESS
3- 001 - 3272 -70, multiple
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TITLE
TELEPHONE
FAX
Tax Status: TaxExemptNonPrafit
GOVERNMENT
95.6000785
Exempt Reason
COMPANYICORP, FEfJrzRAL TAX ID
CITY OF SANTA ANA
COMPANY
CORPORATION PARENT NAME (If Applicable)
20 CIVIC CENT :R PLAZA M-21
SANTA ANA, CA
SANTA ANA, CA 92702
ADDRESS
CITYISTATE
ZIP
KURT WIEMANN
KWIEMANNIMSANTA ANA.ORG
CONTA. NAME
EMAIL ADDRESS
PROJECT MANAGER
(714)647 -5639
(714)647 -5069
TELEPHONE
FAX
E. OXFORD / MAIN LED
SITE NAME
SITE ID # (it applicable)
1181/2 E OXFORD
SANTAANA,CA
92701
SITE ADDRESS
CITYISTATE
ZIP CODE
KURT WIEMANN
(714)647 -5639
3- 001 - 3272 -70, multiple
SITE CONTACT NAME
TELEPHONE
SERVICE ACCOUNT #
P' al AppvuVCt1 savi"gs Oild lncu ivc EStlm to
Solution Code Solution description kWh KW $ Incentive Amount
LT48371 Exterior LED street lighting 210,545.00 0.00 $10,527.25 _
Total Approved Savingsllncendve Estimates 210,545.00 0.001 $10,5275
Project Cost Adjustment 0.00
Project Site Cap Adjustment 0.00
'Total Estimated Incentive $16,843.60
10 "/a Measurement and Verificatlon Adder (if applicable)
2010 — 2012 CUSTOMIZED SOLUTIONS AGREr.MENT
TERMS AND CONDITIONS
FOR LOCAL GOVERNMENT AND INSTITUTIONAL PARTNERSHIPS
This Customized Solutions Agreement ( "Agreement") is entered Into by Southern California Edison Company
("SCE ") and the Customer or the Customer's Authorized Agent, as Identified on page 1 above (each deemed an
"Applicant for purposes of this Agreement). Applicant agrees to review these terms and conditions. Any
Implementation of a project hereunder will be deemed to be acceptance by the Applicant of such tern-A and
conditions, and such terms and conditions shall be binding on the Applicant (both Customer and Authorized Agent,
If applicable), If these terms and conditions are not acceptable to Applicant, then Applicant must notify SCE and
refrain from any implementation of the project, otherwise will proceed at their own risk. SCE and Applicant may be
individually referred to as a "Party" and collectively as the 'Parties."
1.0 PROJECT DESCRIPTION This Agreement Is limited to those projects and/or solutions described In the
applicable 2010 -2012 Energy Management Solutions - incentive Application for Business Customers (together with
ail forms attached thereto; and referred to herein as the "Application "). As stated In the Application, SCE shall pay
incentives to Applicant, or such other party properly authorized to receive payment, in accordance with the terms
and conditions of this Agreement. The Customized Solutions Program ( "Program's is further described In the 2010
Customized Statewide Procedures Manual for Business ( "Program Manual ") and at
www.sce.comlcustomized soluuons.
2.0 DOCUMENTS INCORPORATED BY REFERgNCE, The following documents are hereby incorporated by
reference and made part of this Agreement: (1) Applicants completed, signed and submitted Application, (11) SCE
acceptance letter(s) based on the energy saving solutions proposed in the Application, and {ill) the agreement (or.
memorandum of understanding, as applicable) to Jointly deliver the 2010 -12 Energy Efficiency Partnership Program
applicable to the Parties (the "Partnership Agreement" };
3.0 ELIGIBILITY Program funding is limited and is available on a first -come, first-served basis. Funds will be
reserved only upon both SCE's written approval of the Application and SCE's execution of this Agreement. Projects
must meet the following requirements to be eligible for payment of Program Incentives ("lncentive(s) "): (1) Project
site must be a nonresidential facility located within SCE's service territory; (2) SCE Customers must pay the Public
Goods Charge ("PGC ") on the SCE electric meter where the energy efficient equipment Is Installed; (3) Projects will
be evaluated using the Calculated Approach and /or the Measured Savings Approach (also known as measurement
and verification ("M &V"); (4) Energy savings and demand reduction resulting from the project must be above and
beyond baseline energy performance, which include state - mandated codes, federal - mandated codes,
industry - accepted performance standards or other baseline energy performance standards as determined by SCE;
(5) Projects must meet all other Program requirements, terms and conditions; (6) Applicant certifies that Applicant
will not apply for or receive rebates, incentives, or services covered by this Agreement in an amount greater than
the total cost of the project or solution(s) (including labor and materials); and (7) The Applicant certifles that the
solutions covered by this Agreement have not and will not receive any funds from any other utility, state or local
program funded by the PGC surcharge.
4.0 SUBMITTAL REQUIREMENTS FOR PAYMENT Applicant shall submit to SCE the documents described
_ - -- _ -- _ below- prlor_to being eilgible_for payment.of Incentives.. Requirsd,idocuments.include, . beat. aoanot.limfted.to :_(1.) _1bis._
Agreement, fully executed and with the attached documents referenced In item 2.0 above; (2) Complete
engineering calculations to demonstrate energy savings and documentation, If applicable (including archival
diskette, CD, eta); (3) Schematic drawings and/or manufacturer specification sheets, if applicable; (4) Invoices
andfor,documentation to support solution costs, at SCE's request; (5) Project installation Report; (6) Operating
Report, if MW Is required; and (7) Any other documents related to the project, project site, solutions, energy
savings or otherwise requested by SCE in its sole discretion, In connection with the Program.
5.0 INSPECTIONS Applicant is solely responsible fdr ensuring that SCE has reasonable access for all
Inspections, Including but not limited to: (1) Pre - installation equipment Inspection to examlVe the existing/baseline
equipment and to check the accuracy of Applicants equipment survey; (2) Post Installatlod'squlprnent Inspection to
check installed equipment and to verify accuracy of Applicant's equipment survey; (3) Post-operation Inspection to
verify energy savings of the solutions after installed equipment has been operating, if requested by SCE; and (4)
Inspection for any other Program - related reason that SCE, in its sole discretion, deems necessary.
6.0 REVIEW AND DISCLAIMER SCE'S AND /OR ITS CONSULTANTS' REVIEW OF THE DESIGN,
CONSTRUCTION, OPERATION OR MAINTENANCE OF THE PROJECT OR ENERGY EFFICIENCY
SOLUTIONS SHALL NOT CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL
.FEASIBILITY, OPERATIONAL CHFJABiLITY, OR RELIABILITY OF THE PRU,,dCT OR SOLUTIONS, NOR SHALL
THE APPLICANT, IN ANYWAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. APPLICANT IS
SOLELY RESPONSIBLE FOR THE ECONOMIC AND TECHNICAL FEASIBILITY, CONSTRUCTION,
OPERATIONAL CAPABILITY AND RELIABILITY OF APPLICANT'S PROJECT AND SOLUTIONS. SCE MAKES
NO WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
APPLICATION.
7.01PAYli ENTS Payment of incentives will be made only after all Program requirements are met by Applicant to
SCE's sole satlsfaction..Payment of. Incentives will be made as designated by Customer in Section 8 of the
Application.
7.1 SCE retains sole discretion to determine the appropriate baseline values and energy savings
calculations used to determine Incentive payments. Incentives shall only be paid on projects that exceed
the baseline performance standards applicable when this Agreement Is signed. SCE reserves the right to
modify or cancel the incentive amount If the actual solution installed differs from the 'Instailation as set forth
In this Agreement.
7.2 The total Incentive payment under the Calculated Savings Approach or Measured Savings Approach
shall not exceed the total Incentive in-the Final Approved Savings Estimate (as presented on Page 2 of this
Agreement}. However, projects may (at the discretion of SCE) be eligible for Incentive payments in excess
of the Final Approved Savings Estimate if the project results in: (a) increased actual energy savings
resulting from the installation of a greater quantity of the approved solutions (as outlined in SCE's
acceptance letter); (b) Increased actual energy savings resulting from greater efficiencies than estimated
(as outlined In the SCE acceptance letter); and/or (c) greater actual project costs than originally
estimated.
Partnership incentive levels and Incentive caps shall apply according to the terms of the applicable
Partnership Agreement. The total incentive payment shall not exceed the total project cost as defined in
the Program Manual.
7.3 Energy savings for which Incentives are paid cannot exceed the actual electric usage for each SCE
Customer service account for which Incentives are being requested. Non -SCE supply, such as
cogeneration or deliveries from another commodity supplier, does not qualify as usage from SCE (with the
exception of Direct Access customers or customers paying departing load fees for which SCE collects
PGC surcharges).
7A SCE will mace the applicable Incentive payment to the designated payee, in one or more installments,
only after all required and/or requested documents have been submitted to, and approved by, SCE, and
the appropriate inspection(s) of the project or project site have been completed in accordance, with the
Program rules set forth In the Program Manual,
7.5 Except as provided below, all projects and /or solutions must be completely installed and fully
operational one year from SCE's written project Application approval date to be eligible for incentive !
prorated Incentive payments, and/or terminate this Agreement if the project is not completely Installed and
fully operational by the applicable date as Indicated above, unless an installation extension is granted by
SCE.
8.0 PAYMENT DISQUALIFICATION Any Incentives received by Applicant shall be repaid to SCE, In whole or in
part, as follows:
8.1 If Customer fails to pay the PGC surcharge throughout the Term of this Agreement. In this event, the
total estimated amount of the Incentives shall be prorated and any Incentive payment shall be based on
the energy savings that occur during the payment of the PGC surcharge.
8.2 If (1) Customer does not provide SCE with 100% of the related energy benefits specified In this
Agreement for the life of the product or for a period of five (5) years from receipt of the incentive,
whichever Is less, or (2) the energy benefit to SCE ceases in any way, Including but not limited to
Customer and/or the project site ceasing to receive electricity from SCE, the solution, equipment and/or
project ceasing to function, or Customer ceasing the use of the equipment, solution or project site.
Applicant shall refund to SGt= a prorated amount of the Incentive doila,a based on the actual period of
time for which Customer provided the energy benefit as an SCE customer.
8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
by SCE, Repayment Is required In accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
offset against payments owed to Applicant any amount due to SCE that remakes unpaid forty (40)
calendar days after SCE's written demand for payment.
9.0 TERM AND TER INATION The term of this Agreement shall commence on the last date that a Party
_executes this Agreement and shall terminate no later than five (5) years from SCE's written project Installation
Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
90.0 ASSIGNMENT SCE may assign this Agreement, or Its rights and obligations hereunder, directly or Indirectly,
without prior written consent, provided SCE remains obligated for payments incurred prior to the assignment.
Applicant may not assign its rights or delegate its duties without the prior written consent of SCE, which shall not be
unreasonably withheld or delayed. If an assignment is requested, Applicant is obligated to provide additional
Information If requested by SCE.
11.0 PERMEES ANg LICENSES Applicant, at its own expense, shall obtain and maintain and cause its contractors
and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
governing or regulatory bodies needed to perform Its work. Any failure by Applicant or its contractors and/or
subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
under this Agreement
120 ADVEEMBING, MARKETING AND USE O C 'S
E s NAME Applicant shall not use SCE s corporate name,
trademark, trade name, logo, identity or any afffllafton for any reason, including soliciting customers to participate in
the project, without SCE's priorwritten consent. Applicant shall make no representations to Its customers on behalf
of SCE.
13.0 INDEMNiFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and is a
direct party thereto, and (IQ such Partnership Agreement contains Indemnity provisions covering Applicant's
performance under the Program and this Agreement, then such Indemnity provisions shalt apply to this Agreement
—� and the remainder of this Section 13 shall have no force and effect. For all other Applicants (Including, but not
limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
Agreement with SCE containing such indemnity provisions), the following shall apply:
13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, its affiliates, subsidiaries,
parent companies, officers, directors, agents and employees, from and against all claims, demands,
tosses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
In arty way connected with any: (1) Injury to or death of persons, Including but not limited to employees of
SCE or Applicant; (ii) Injury to property or other Interests of SCE, Applicant, or any third party;(1ii) violation
of local, state, or federal common law, statute, or regulation, Including but not limited to environmental ' -
laws or regulations; or (Iv) strict liability Imposed by any law or regulation; so long as such injury, violation,
or strict IiabiIIty ias set forth In i - v above) arises from or is in any way connected with Applicant's _
performance of, or failure to perform, this Agreeirrent, however caused, regardless of any sfict liability or
negligence of SCE whether active or passtvie, excepting only such loss, damage, cost, expense, liability,
stria liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
SCE, Its officers, managers or employees.
13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
Ilablliy that arise out of, result from, or are In any way connected with the release or spill of any legally
designated hazardous material or waste as a result of the work performed under this Agreement are
expressly within the scope of this indemnity, and that the costs, expenses, and legal liability for
environmental Investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
or regulation, attorney' fees, disbursements, and other response costs Incurred as a result of such
releases or spills are expressly within the scope of this Indemnity.
13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
covered by this Indemnity. Applicant shall pay ail costs and expenses that may be incurred by SCE In
enforcing this Indemnity, including reasonable attorney's -fees. This Indemnity shall survive the termination
of this Agreement for any reason.
13.4 if this Agreement is assigned pursuant to Section 10.0; Applicant agrees that this indemnification
shall continue to apply to SCE and shall apply to the assignee.
14.0 LIMETATION OF LIABILITY SCE shall not be liable for any special, incidental, Indirect, or consequential
damages, Including without limitation, loss of profits or commitments to subcontractors, and any special, Incidental,
Indirect or consequential damages Incurred by Applicant.
15.0 Ylf:I MMM NOTICE 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, email, nationally recognized
overnight courier, or first class mail, postage prepaid; to the address specified below, or to another address specified
In writing by SCE.
SCE Offer Manager:
Address:
City, State, ZIP:
Phone #:
Email:
HODGE, JAMES
6042A IRWINDALE AVE
IRWINDALE. CA 91702
Fax # -
JAMES.HODGE(MSCE.COM
Name: KURT WIEMANN
Company: CITY OF SANTA ANA
Address, 20 CIVIC CENTER PLAZA M -21
City, State, Zip: SANTA ANA; CA 82702
— --- °hone -#: L r- 7- 14)6A7= 5639 -- – Ea7�647 =50.69
Email: KWIEMANN @SANTA- ANA.ORG
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 Business Days after the date the notice is postmarked; (c) If by facsimile or email, 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 nexWay delivery.
16.0 CONFL1Ci5 B �� T�Qti�Q Should a conflict exist between the main body f this
documents incorporated b reference, the main body f this y Agreement and the
documents y Y Agreement shall control. Should a conflict exist in the
Incorporated b reference, the documents shall control In the following order: 1) SCE acceptance
letter(s) and Incentive estimate(s) based on solutions approved In the Application; and (2) the Partnership
Agreement applicable to Applicant, and (3) Applicant's approved Application(s). Should a conflict exist between an
applicable federal, State, or local law, rule, regulation, order or code and this Agreement, the law, rule, regulation,
order or code shall control. Varying degrees of stringency among the main body of this Agreement, the documents
Incorporated by reference, and taws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the onfli ts, and of any
conflict or Inconsistency concerning this Agreement.
17.0 CANCEL r &T10N OF ABBE IDIT SCE may suspend or terminate the
written notice to the Applicant Identified In Section 1 S hereof. SCE may suspend Agreement, ttt with he Agreement cause, upon
written notice to the Applicant if funding for the Program is depleted, or If SCE determines suspension upon
torminatlon of the Agreement is necessary In order to make changes to the related Program or If SCE Is ordered by
the CPUC to modify or discontinue a Program and/or any agreements related to a Program.
98.0 RLIMILLANEOM This Agreement shall at ali times be subject to such changes or modifications by the
CPUC as It may from time to time direct in the exercise of Its jurisdiction. This
construed In accordance with the laws of the State of Califomla, without regar Agreement its conictt off laws governed
on& if
any provision of this Agreement shall be held by a codrt of competent jurisdiction to be Illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire
agreement and understanding between the Parties as to the subject matter of this
prior agreements, representations, writings and discussions between the parties, hether�oral or written, supersedes all
respect to the subject matter hereof. No amendment, modification or change to this Agreement shall be binding or
effective unless expressly set forth in writing and signed by SCE's representative suthorlied to execute the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the date set forth below
Title: DIR PROGRAMS & OPS, COST EE
& SOLAR
Name Printed: WALLENROD, MARK
Date: /+
APPLICANT (CUSTOMER OR AUTHORIZED AGENT)
By:
Name Printed: /
llA�4lV,
Dots: