CONTRACT 4510 Vender Agreement (City of El Segundo) Agreement No. 4510
SOUTHERN CALIFORNIA EDISON
CALIFORNIA ENERGY EFFICIENCY STRATEGIC PLAN
IMPLEMENTATION CONTRACT
City of El Segundo Strategic Planning Activities Phase 3
THIS CONTRACT FOR SERVICES ("Contract") is by and between SOUTHERN
CALIFORNIA EDISON ("SCE") and City of El Segundo ("Implementer"), which Contract shall
be effective as of November 15, 2013 ("Effective Date"). SCE and Implementer may be
referred to herein individually as a "Party" and collectively as the "Parties.
WHEREAS, on November 8, 2012 in Decision 12-11-015, the California Public
Utilities Commission ("Commission") authorized certain energy efficiency programs,
including the Energy Leader Partnership Program for the 2013-2014 program cycle
WHEREAS, in Decision 12-11-015, the Commission further authorized SCE to
conduct a solicitation for certain energy efficiency strategic planning activities in
connection with, and to support, its approved Energy Leader Partnership Programs and
local governments generally;
WHEREAS, SCE has selected the Implementer to implement the City of El Segundo
Strategic Planning Activities Phase 3 (referred to hereinafter as the "Program"), promoting
long-term energy efficiency and climate action activities;
WHEREAS, the Implementer shall implement the Program for the benefit of certain
participating governmental jurisdictions and their constituents;
WHEREAS, the Parties desire to enter into an agreement that supersedes any and
all previous agreements, and sets forth the terms and conditions under which the Program
shall be implemented with respect to the Parties; and
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:
1.0 DEFINITIONS:
All terms used in the singular will be deemed to include the plural, and vice versa. The
words "herein," "hereto," and "hereunder" and words of similar import refer to this
Contract as a whole, including all exhibits or other attachments to this Contract, as the
same may from time to time be amended or supplemented, and not to any particular
subdivision contained in this Contract, except as the context clearly requires otherwise.
"Includes" or "including" when used herein is not intended to be exclusive, or to limit the
generality of the preceding words, and means "including without limitation." The word
"or" is not exclusive.
(City of El Segundo) Agreement No. 4510
1.1. Business Day: The period from one midnight to the following midnight,
excluding Saturdays, Sundays, and holidays.
1.2. Calendar Day: The period from one midnight to the following midnight,
including Saturdays, Sundays, and holidays. Unless otherwise specified, all days in
this Contract are Calendar Days.
1.3. Contract: This document issued by SCE to Implementer, as may be amended
in writing as provided herein, which authorizes the Work, states the terms and
conditions, and incorporates by reference the Statement of Work and any other
referenced documents, if applicable, all of which form the agreement (Contract)
between the Parties, with the following priority in the event of conflicting
provisions: Amendments, from the most recent to the earliest; the Statement of
Work; this Contract; and any other referenced documents.
1.4. Energy Efficiency Measure (or Measure): As used in the Commission's
Energy Efficiency Policy Manual, Version 4, August 2008.
1.5. EM&V: Evaluation, Measurement and Verification of the Program pursuant
to Commission requirements.
1.6. Implementer Budget: The approved maximum budget for funding the
performance by Implementer of the Program, as set forth in the Statement of Work
attached hereto as Exhibit A.
1.7. Incentive: As used in the Commission's Energy Efficiency Policy Manual,
Version 4, August 2008.
1.8. Jobsite: An SCE facility or designated third party property at or for which
the Work is performed.
1.9. Participating Municipality: Those jurisdictions or member cities that: (i) are
located in SCE's service territory; and (ii) have been selected by SCE and
Implementer to participate in the City of El Segundo Strategic Planning Activities
Phase 3 as set forth in the Statement of Work.
1.10. Program: The City of El Segundo Strategic Planning Activities Phase 3
program.
1.11. Procurement Energy Efficiency Funds= The funds which make up the
Implementer Budget and which are collected from electric utility ratepayers for
public purposes programs, including energy efficiency programs approved by the
Commission.
1.12. Statement of Work (SOW): A statement of the tasks to be performed by the
Implementer, commercial terms including the Implementer Budget, reporting
(City of El Segundo) Agreement No. 4510
requirements and other necessary information, as set forth in Exhibit A and
incorporated herein as part of this Contract, as such SOW may be modified from
time to time as provided herein.
1.13. Subcontractor: An entity contracting directly or indirectly with a Party, or
any Subcontractor thereof, to furnish services or materials as part of or directly
related to such Party's Work obligations.
1.14. Work: The work authorized by SCE for the Program as set forth in this
Contract and as more fully described in the SOW attached hereto as Exhibit A.
2. PURPOSE
The Program is funded by California utility ratepayers and is administered by SCE under
the auspices of the Commission. The purpose of this Contract is to authorize the
expenditure of Procurement Energy Efficiency funds to Implementer for services performed
pursuant to the terms of this Contract and to set forth the terms and conditions under
which the Program will be implemented. The work authorized pursuant to this Contract is
not to be performed for profit.
The Program was designed in furtherance of California's Long-Term Energy Efficiency
Strategic Plan adopted by the Commission in 2008 ("Strategic Plan"). The Strategic Plan
was formulated and developed through a collaborative effort among key stakeholders,
including local governments, SCE and other California investor-owned utilities, and the
Commission's Energy Division, and provides a strategic menu list of options that local
governments can address during the 2013-2014 program cycle. The goal of the strategic
plan menu is to present activities centered on energy efficiency and to address the "Big,
Bold" strategies found in the Strategic Plan. The strategies are designed to embed and
institutionalize energy efficiency in policies, programs, and processes within local
governments.
3. AUTHORIZED WORK
3.1. Scope. The Work authorized under this Contract is set forth in the
Statement of Work (Exhibit A) and shall be performed pursuant to the terms of this
Contract.
3.2. Goals and Objectives. The Program is designed to meet the specific goals,
objectives and milestones within the schedule and budget set forth in the Statement
of Work (Exhibit A).
4. OBLIGATIONS OF PARTIES
4.1. General Obligations of Implementer.
4.1.1. Implementer will appoint a Program representative ("Implementer
Representative") who will be the primary contact between SCE and
Implementer, and who will be authorized to act on behalf of
(City of El Segundo) Agreement No. 4510
Implementer in carrying out its obligations under this Contract. Such
appointment shall be communicated in writing to SCE's designated
Contract Program Manager within ten (10) Business Days following
execution of this Contract.
4.1.2. Implementer shall be responsible for achieving the goals and objectives
and producing the deliverables as set forth in the Statement of Work.
4.1.3, Implementer shall perform its Work obligations within the
Implementer Budget and in conformance with the schedule associated
with such Work as set forth in the Statement of Work, and shall
furnish the required labor, equipment and material with the degree of
skill, care and professionalism that is required by current professional
standards.
4.1.4, Implementer shall be primarily responsible for coordinating the
preparation of all Program-related documents, including all required
reporting of Implementer pursuant to Section 9, and any such other
reporting as may be requested by SCE. Implementer shall obtain the
approval of SCE prior to usage of any SCE Program documents or
other energy efficiency program documents or materials offered by
SCE.
4.1.5. Upon reasonable request, Implementer shall submit to SCE all
contracts, agreements or other requested documents with
Implementer's Subcontractors performing Work for the Program.
4.2. General Obligations of SCE.
4.2.1. SCE will appoint a Program representative ("SCE Representative" or
"Contract Program Manager" ("CPM")) who will be the primary contact
between SCE and Implementer, and who will be authorized to act on
behalf of SCE in carrying out SCE's obligations under this Contract.
4.2.2. SCE shall administer the Procurement Energy Efficiency funds
authorized by the Commission for the Program in accordance with this
Contract.
(City of El Segundo) Agreement No. 4510
5. MARKETING
5.1. Marketing Materials. Implementer shall obtain the approval of SCE when
developing Program marketing materials and prior to distribution, publication,
circulation, or dissemination in any way to the public by Implementer or by a
Participating Municipality. In addition, all advertising, marketing or otherwise
printed or reproduced material (including website material) used to implement,
refer to or is in anyway related to the Program must contain the respective name
and logo of SCE and, at a minimum, the following language: "This Program is
funded by California utility ratepayers and administered by Southern California
Edison under the auspices of the California Public Utilities Commission."
5.2. Outreach. Implementer shall obtain the approval of SCE prior to
implementation by Implementer or a Participating Municipality, of any public
outreach activities or campaigns for the Program (exhibits, displays, public
presentations, canvassing, etc.), and any marketing materials used in connection
with such outreach activity shall comply with all requirements of Section 6 of this
Contract.
5.3. Use of SCE Name. Implementer must receive prior review and written
approval from SCE for the use of SCE's name or logo on any marketing or other
Program materials. Implementer shall allow five (5) Business Days for SCE review
and approval. If Implementer has not received a response from SCE within the five
(5) Business Day period, then it shall be deemed that SCE has disapproved such
use.
5.4. Use of Commission's Name. No Party may use the name of the Commission
on marketing materials for the Program without prior written approval from the
Commission staff. In order to obtain this written approval, SCE must send a copy of
the planned materials to the Commission requesting approval to use the
Commission's name and/or logo. Notwithstanding the foregoing, the Parties shall
disclose their source of funding for the Program by stating prominently on
marketing materials that the Program is "funded by California ratepayers under
the auspices of the California Public Utilities Commission."
6. CONTROL OF WORK
6.1 Compliance with Work Schedule: Implementer shall perform the Work in
compliance with the Work schedule set forth in the Statement of Work. If
performance of the Work (including any task, or achievement of any goals or
objectives outlined in the Statement of Work) is delayed beyond the schedule for any
reason, or if Implementer is aware that such Work will be delayed for any reason,
Implementer shall notify the SCE Representative within thirty (30) Business Days
in writing. SCE may, in its sole discretion, accept the delay, reduce the Work and
Implementer Budget accordingly, or terminate the Contract, within thirty (30)
Business Days following receipt of such written notice of delay from Implementer.
Failure of Implementer to notify SCE in writing of such delay in the Work schedule
within thirty (30) Business Days shall constitute a breach of this Contract and SCE
may exercise any of the remedies set forth in this Section or in Section 23.
(City of El Segundo) Agreement No. 4510
6.2 Changes to Work:
6.2.1 Changes. SCE may at any time make changes to the Work including
additions, reductions, and changes to any or all of the Work, as
directed in writing by the SCE Representative. Such changes may be
made with a Change Order. The Implementer Budget and Work
schedule shall be equitably adjusted, if required, to account for such
changes and shall be set forth in a Change Order.
6.2.2 SCE Authority To Shift Funds Or Modify: SCE, in its sole discretion,
may reallocate funds among the programs in its energy efficiency
portfolio, or modify in anyway the program, funding or Work. In the
event that SCE elects to change or modify the funding, program or
Work, Implementer shall be notified in writing and if applicable by a
Change Order to this Contract. Such Change Order will specify any
changes to the Implementer's Scope of Work and may increase,
decrease, or terminate overall program funding.
6.3 Stop Work Procedures: SCE may suspend Implementer's Work at any time
upon notice to Implementer for convenience or for cause, including, without
limitation, program funding, program implementation or management, safety
concerns, fraud or complaints. Implementer shall stop performing the Work
immediately upon receipt of such notice. Implementer shall resume the Work only
upon receiving written notice from SCE that it may do so. .
6.4 Key Personnel: Implementer shall deliver to SCE a list of Implementer's key
personnel prior to commencing the Work. Any change to Implementer's key
personnel shall be pre-approved by SCE; provided, however, that an unplanned
personnel change shall be reported to the SCE Representative immediately. The
Implementer shall designate a person that shall coordinate all Work and
communicate regularly for the Implementer with the SCE Representative.
Implementer shall promptly replace any key personnel if requested by the SCE
Representative, provided however, that this provision does not in any way require,
endorse or approve (expressed or implied) the termination of employment by the
Implementer of any employee replaced under the terms of this paragraph.
6.5 Subcontractors: Any Work subcontracted by Implementer shall be identified
as such in the Contract and any Work subcontracted to an Implementer's affiliated
entity shall be similarly specifically identified. For any subcontracted Work, the
prior written approval of the SCE Representative shall be required for each
Subcontractor, the activities to be performed, and the related charges. Implementer
shall at all times be responsible for the Work, and for the acts and omissions of
Subcontractors and persons directly or indirectly employed by them. Implementer
shall be solely responsible and liable for ensuring that the terms and conditions of
all subcontracts are in accordance with this Contract, including but not limited to
all invoicing requirements. Any review or approval by SCE of a Subcontractor or a
subcontract shall not relieve Implementer of its obligations hereunder.
6.6 Additional Instructions: If Implementer receives any verbal or written
instructions for performance of Work from SCE personnel other than the SCE
Representative, Implementer shall promptly reconfirm such instructions with the
(City of El Segundo) Agreement No. 4510
SCE Representative and request that a corresponding Change Order be issued as
necessary.
6.7 Emergencies: In an emergency endangering life or property, Implementer
shall: a) perform Work or such other services or work as is necessary to meet the
emergency; and b) immediately notify SCE.
6.8 Drafts: Draft copies of required reports shall be submitted to the SCE
Representative for review for contractual compliance, satisfaction of SCE needs and
good professional practices, comments, and approval, prior to the due date of such
reports.
6.9 Inspection: SCE authorized representatives shall have the right of access to
and inspection of Implementer's facilities and/or locations at reasonable times
during regular business hours regarding performance of the Work.
6.10 Uncontrollable Forces: Implementer shall not be liable for delay in the Work
Schedule or inability to perform the Work due to any cause beyond its reasonable
control, such as strike, flood, fire, lightning, epidemic, quarantine restriction, war,
sabotage, act of a public enemy, earthquake, or critical material unavailability;
provided that Implementer promptly notifies SCE in writing of the nature, cause,
date of commencement, and expected impact of the event and has exercised due
diligence in proceeding to meet the Work Schedule. SCE shall extend the Work
Schedule for an equitable period due to such causes without any change in the
Contract price.
7. FITNESS FOR DUTY/JOBSITE ACCESS REQUIREMENTS
7.1 Fitness for Duty:
7.1.1 Implementer and its Subcontractor personnel on a Jobsite:
(i) Shall report for work in a manner fit to do their job;
(ii) Shall not be under the influence of or in possession of any alcoholic
beverages or of any controlled substance (except a controlled
substance as prescribed by a physician for such person so long as the
performance or safety of the Work is not affected thereby); and
(iii) Shall not have been convicted of any serious criminal offense which,
by its nature, may have a discernible adverse impact on the business
or reputation of SCE.
7.1.2 Inspection: Searches by SCE authorized representatives may be made of
lockers, storage areas, vehicles, persons or personal effects on SCE owned, or
leased property at various times without prior announcement. Such facility
inspections may be conducted using detection dog teams to search work
areas and other common areas in order to detect evidence of unlawful drug
use or the presence of pyrotechnics, explosives, firearms, weapons, or
facsimiles thereof, alcoholic beverages and illegal drugs ("Prohibited Items").
Prohibited Items must not be brought onto, or kept on, SCE property.
7.1.3 Compliance: Implementer shall advise its employees of the requirement of
this Section 7.1 ("Fitness for Duty Requirements") before they enter on the
(City of El Segundo) Agreement No. 4510
Jobsite and shall immediately remove from the Jobsite any employee
determined to be in violation of these requirements. Implementer shall
impose these requirements on its Subcontractors. SCE may cancel the
Contract if Implementer violates these Fitness for Duty Requirements.
7.2. JOBSITE ACCESS REQUIREMENTS
7.2.1 Notification of Convictions: During application for Jobsite access, and/or
during the Work, Implementer shall immediately notify SCE whenever
Implementer becomes aware of evidence that any Implementer's or its
Subcontractors' employee, who has, or will have, Jobsite access, has been
convicted of a serious criminal offense.
7.2.2 Visitor Badge Requirement: All visitors to a particular Jobsite must comply
with that Jobsite's visitor access requirements,
7.3. Sexual Harassment: SCE supports a diverse work force and prohibits unlawful
employment discrimination and harassment of every kind, including sexual
harassment, in accordance with state and federal laws. Whenever present on SCE
property or facilities, Implementer shall require its employees, Subcontractors, agents
to comply with all applicable federal and state statutes, acts, regulations, codes and
standards prohibiting conduct that might reasonably be construed as violating state or
federal equal opportunity laws, including conduct such as making sexually suggestive
jokes or remarks, touching, assaulting, making gestures of a sexual or suggestive
nature, and impeding or blocking any SCE employee's, subcontractor's or agent's
movement.
8. DOUBLE DIPPING PROHIBITED
If, in performing its respective Work obligations, Implementer engages contractors or
vendors who provide incentives or services to SCE customers, Implementer shall take all
appropriate steps to minimize double-dipping. As applicable:
8.1. Prior to providing incentives or services to any eligible customer,
Implementer shall require its Subcontractors to obtain a signed form from such
eligible customer stating that:
8.1.1. Such eligible customer has not received incentives or services for the
same measure from any other SCE program or from another utility,
state, or local program; and
8.1.2. Such eligible customer agrees not to apply for or receive Incentives or
services for the same measure from any other SCE program or from
another utility, state, or local program.
Each Party shall keep its customer-signed forms for at least five (5) years after the
expiration or termination of this Contract.
(City of El Segundo) Agreement No. 4510
8.2. No Party shall knowingly provide an incentive to a Participating
Municipality, or make payment to a Subcontractor, who is receiving compensation
for the same product or service either through another ratepayer funded program,
or through any other funding source.
9. REPORTING/EM&V
9.1. Reporting. The Parties shall implement all reporting requirements set forth
in the Statement of Work, including Appendix A and B of the Statement of Work.
The reporting requirements set forth in such Appendix B will be amended when
issued by the Commission for the 2013-2014 Program cycle, and may be amended
from time to time thereafter at the discretion of the Commission. Upon issuance by
the Commission of revised reporting requirements for 2013-2014 related to the
Program, such Commission-approved reporting requirements shall replace the
reporting requirements set forth in Appendix B of the Statement of Work in their
entirety upon written notice to the Implementer, which notice shall include a copy
of the revised Appendix B.
9.2. EM&V. The evaluators will be asked to prepare a Program logic model based
upon the written proposal and on interviews with the Implementer. Research issues
will be defined in collaboration with SCE program managers and may include
questions such as: How well were program activities documented? How effectively
was the proposed plan implemented? What could be done to improve the plan's
effectiveness? Who are the decision-makers, and what information did they use to
make their decisions?
10. PAYMENTS/COMMERCIAL TERMS
10.1. Implementer Budget. The Implementer Budget is set forth in the Statement
of Work. Implementer shall not be entitled to compensation in excess of the
Implementer Budget without a Change Order issued and signed by SCE.
10.2. Time and Material Basis. All Work will be performed on a time and material
basis and subject to the following general provisions:
10.2.1. General Provisions.
a. All charges shall be directly identifiable to, and required for
the Work.
b. Any charges for overtime shall require the prior written
approval of the SCE Representative. Overtime rates shall be
authorized and charged only for non-exempt personnel.
C. Implementer shall complete the Work within the amount
authorized by the Contract and in accordance with the Work
Schedule. Implementer shall notify SCE's procurement agent
responsible for the Contract and the SCE Representative at
such time that it becomes reasonably apparent that the
forecasted cumulative charges will exceed any amounts
(City of El Segundo) Agreement No. 4510
authorized by the Contract (whether by task, total amount of
Contract, or both). Implementer shall not proceed with or be
reimbursed for any Work performed, either beyond the
effective period of the Contract, or exceeding the authorized
amounts of the Contract, without a Change Order.
10.2.2 Labor Related Costs Under Time and Material Basis. Implementer
shall invoice SCE at the fixed hourly rates for the applicable labor
categories stated in the Contract for time spent directly engaged in
performance of the Work by Implementer's employees. Such fixed
hourly rates shall be inclusive of all of Implementer's overhead costs
(including all taxes and insurance), administrative and general fees,
and profit.
10.2.3 Invoices. Implementer shall submit monthly invoices for the costs
incurred in the prior month and shall include a cost breakdown for
each task identified in the Statement of Work. Each invoice shall
include
10.2.3.1 Status
a. SCE's Contract number.
b. Task Description.
c. Cost incurred to date.
d. Current monthly amount invoiced.
e. Cumulative amount invoiced to date..
f. Current monthly and cumulative amounts authorized,
and justification for all variances between amounts
authorized and incurred or invoiced.
g. Statement of deliverables for the period.
10.2.3.2 Labor
a. Dates worked.
b. Personnel name, work hours and classification.
c. Personnel Fixed rate.
d. Description of Work performed by task.
e. Completion of Appendix"C" of the Statement of Work.
10.2.3.3 Reimbursable expenses (pre-approved by SCE)
a. Material costs.
b. Subcontract costs.
c. Out-of-Pocket expenses.
d. Travel costs.
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10.2.4 Expenses. All reimbursable expenses shall be authorized by SCE in
writing prior to the expenditure. Any expenses not so approved by
SCE shall not be reimbursed. All expenses shall be charged at cost,
without mark-up, and shall be necessary, reasonable and ordinary.
10.2.4.1 Material Costs. Material costs shall be substantiated with
an invoice stating the unit price, quantity, and other information as
required to identify the Work.
10.2.4.2 Subcontract Costs. Subcontracted Work shall be charged at
the rates actually paid by Implementer, not to exceed the rates set
forth in the Contract for Work by the Implementer. Implementer shall
provide Subcontractor invoices for any Implementer invoice that
includes Subcontractor costs.
10.2.4.3 Out-of-Pocket expenses. Miscellaneous costs such as
telephone communications, routine copying, electronic mail,
facsimiles, computer time and in-house technical software are deemed
to be included in Implementer's overhead costs will not be
reimbursed.
10.2.4.4 Travel Costs. Approved air travel costs shall in no case
exceed economy or coach fare, whichever is reasonably available.
Automobile travel from Implementer's office to the Jobsite and to
SCE's general offices shall be paid at the fixed mileage rate stated in
the Contract, or if not stated, at SCE's rate for SCE employees.
10.2.5 Final Invoice. The final invoice shall be marked "FINAL" and must
be received by SCE within sixty (60) calendar days after completion of
the Work. SCE shall not be liable for payment of any late invoices
that are received by SCE beyond the 60 days.
10.2.6 Invoice Deficiencies. In the event SCE determines that Implementer's
(or any of its subcontractors) invoices do not meet the invoicing
requirements of the Contract, SCE will notify Implementer of the
deficiencies and Implementer shall correct such deficiencies promptly.
10.2.7 Payment by SCE. shall pay each correct invoice, submitted in
accordance with the terms of the Contract, within thirty (30) days of
SCE's receipt of the correct invoice in SCE's Accounts Payable
Division.
10.2.8 Records. Implementer shall maintain, for a period of five (5) years
after final payment, complete accounting records (and supporting
documentation) of all invoiced costs. SCE reserves the right to audit
and copy any applicable documents related to the Work hours, all
costs and expenses invoiced, and task completion records. Each
invoice shall list the number of the Contract covered by such invoice.
(City of El Segundo) Agreement No. 4510
11. COMPLIANCE WITH LAW; PERMITS, STATUTES AND CODES
11.1. The Implementer shall comply with, and shall ensure that the Work shall
comply with the applicable requirements of all statutes, acts, ordinances,
regulations, codes, and standards of federal, state, local and foreign governments,
and all agencies thereof.
11.2. Implementer shall conform to the applicable employment practices
requirements of (Presidential) Executive Order 11246 of September 24, 1965, as
amended, and applicable regulations promulgated thereunder.
11.3 Implementer Policy for Web Accessibility.
If an Implementer currently hosts and manages a web site, on behalf of SCE, that
contains public, customer-facing pages, content and/or transactions that is not
already web accessible and compliant with Web Content Accessibility Guidelines
version 2.0, Level AA (WCAG 2.0, Level AA), the Implementer must make updates
to the web site pages, content and/or transactions to meet web accessibility
compliance, unless Implementer is not required by law to comply.
As such, Implementers who plan to or currently host and maintain web sites that
include web pages, content and/or transactions for SCE shall agree to the following
terms regarding current and/or planned web sites unless Implementer is not
required to do so by law:
11.3.1 All public facing web pages, transactions and content, including
multi-media and interactive content and forms targeted for SCE
customers, shall be made web accessible and meet the standards
defined in WCAG 2.0, Level AA. Multi-media and interactive content
within the scope of these terms include, and are not limited to, image
files, video files, audio files, Flash movies and applications, Flex
applications, Silverlight applications, functionality developed with
AJAX and/or any other interactive technology not otherwise specified
but utilized to serve up information and/or transactions on the web.
11.3.2 Attachments that are posted on a web page for download must also be
made web accessible. Attachments include, and are not limited to,
Adobe Acrobat PDF files, Microsoft Office files, or any other type of
file intended for a customer to download and review offline. An
exception may be allowed only if the content contained within the
download is already offered on the web site in a web accessible
format, and the downloadable attachment is duplicative to the content
or transaction displayed on web pages. Such exceptions must be
documented and requested by the Implementer, agreed upon by both
Implementer and SCE, and granted by SCE prior to declaring any
attachment exempt from web accessibility compliance.
11.3.3 Implementers must include compliance with WCAG 2.0, Level AA
(City of El Segundo) Agreement No. 4510
guidelines as part of the base system requirements for any work
completed for SCE. Implementers are responsible for testing
proposed web pages, content and/or transactions, and confirming
compliance with WCAG 2.0 Level AA guidelines. Proof of testing may
be documented in the form of test plans, test scripts, test results,
and/or web accessibility audits (performed by the Implementer itself
or an external party). SCE may, at any time, request for such
documentation to confirm that testing was completed and that the
published web page, content and/or transaction satisfies web
accessibility compliance with WCAG 2.0, Level AA.
11.3.4 Upon deployment (i.e. publication for external consumption) of web
accessible pages, content and/or transactions, Implementer must, to
the best of its abilities, maintain compliance with WCAG 2.0, Level
AA for as long as the web pages, content and/or transactions are made
publicly available on the third-party hosted web site:
11.3.4.1 If Implementer must edit, enhance, modify, or update web
pages, content and/or transactions, Implementer agrees to (re-
)test for web accessibility compliance, and document test
results to prove that said content continues to maintain web
accessibility compliance. SCE may, at any time, request for
such documentation to confirm that testing was completed and
that the published web page, content and/or transaction
satisfies web accessibility compliance with WCAG 2.0, Level
AA.
11.3.4.2 On a periodic basis, SCE may perform audits on the third-
party hosted site to assess web accessibility compliance.
Audits may be completed by manual evaluation or through the
use of an automated testing tool. If SCE identifies any content
that was previously communicated as being compliant but is
subsequently found to be in violation, 1) SCE will identify, in
writing, the specific web page, content or transaction form
where the violation is found, the specific WCAG 2.0, Level AA
guideline that has been violated, and what the specific
violation is determined to be; 2) Implementer agrees to correct
the item(s) in violation on its own accord, with no cost impact
to SCE, in a timeframe that both SCE and Implementer agree
to, not to exceed 30 calendar days.
11.3.4.3 SCE requires an annual web accessibility audit of SCE's
web properties by an independent auditor. Any part or all
pages of a third-party hosted web site may be included in the
annual audit. If the independent auditor identifies any web
page, content or transaction that was previously
communicated as being compliant but is subsequently found to
be in violation, 1) Auditor will identify, in writing, the specific
(City of El Segundo) Agreement No. 4510
web page content or transaction form where the violation is
found, the specific WCAG 2.0, Level AA guideline that has
been violated, and what the specific violation is determined to
be; 2) SCE shall provide Implementer with audit report, 3)
Implementer agrees to correct the item(s) in violation on its
own accord, with no cost impact to SCE, in a timeframe that
both SCE and Implementer agree to, not to exceed 30 calendar
days.
11.3.5 If an existing third-party hosted web site utilizes a commercial off-
the-shelf third-party software package to deliver any type of
functionality that is customer-facing, the Implementer must work
with the software manufacturer to determine whether the software
produces web-accessible pages, content and/or transactions.
11.3.5.1 If the software manufacturer is unable to provide a product
that produces web pages, content and/or transactions that
meet WCAG 2.0, Level AA guidelines, the Implementer shall
request the software manufacturer to produce such limitations
in writing (i.e. in the form of product specifications, formal
response from software manufacturer's technical support) and
subsequently provide such documentation to SCE.
11.3.5.2 If the software manufacturer is unable to provide a product
that produces web pages, content and/or transactions that
meet WCAG 2.0, Level AA guidelines, the Implementer agrees
to pursue, in good faith, an alternate product that can provide
equivalent functionality and satisfy WCAG 2.0, Level AA web
accessibility compliance requirements.
11.3.6 If an Implementer plans to utilize a commercial off-the-shelf third-
party software package to deliver any type of functionality that is
customer-facing for a future web site, the Implementer agrees to
pursue, in good faith, a product that can meet the desired business
functionality requirements and WCAG 2.0, Level AA web accessibility
compliance requirements.
11.3.6.1 If the Implementer is unable to locate a product that meets
both business functionality requirements and web accessibility
compliance requirements, the Implementer must communicate
such limitations, in writing, and justify the software selection
choice. Implementer shall also request the software
manufacturer of desired product to produce such limitations in
writing (i.e. in the form of product specifications, formal
response from software manufacturer's technical support) and
subsequently provide such documentation to SCE. SCE shall
reserve final decision-making authority to approve the usage of
such software to deliver desired business functionality.]
(City of El Segundo) Agreement No. 4510
12. INDEMNITY/CONSEQUENTIAL DAMAGES
12.1. Indemnity. Implementer shall indemnify, defend and hold harmless SCE,
and its respective successors, assigns, affiliates, subsidiaries, current and future
parent companies, officers, directors, agents, and employees, from and against any
and all expenses, claims, losses, damages, liabilities or actions in respect thereof
(including reasonable attorneys' fees) to the extent arising from (a) any act or
omission of Implementer, its Subcontractors, or any of their respective employees,
officers and agents, relating to this Contract, or (b) Implementer's breach of this
Contract or of any representation or warranty of Implementer contained in this
Contract.
12.2. NO CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES WHATSOEVER WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY INCLUDING, BUT
NOT LIMITED TO, LOSS OF USE OF OR UNDER-UTILIZATION OF LABOR OR
FACILITIES, LOSS OF REVENUE OR ANTICIPATED PROFITS, COST OF
REPLACEMENT POWER OR CLAIMS FROM CUSTOMERS, RESULTING FROM
A PARTY'S PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS
HEREUNDER, OR IN THE EVENT OF SUSPENSION OF THE WORK OR
TERMINATION OF THIS CONTRACT.
13. DEVELOPMENTS/PROPRIETARY RIGHTS
13.1. Ownership. The Parties acknowledge and agree that SCE, on behalf of its
customers, shall own all deliverables, data, reports, information, manuals, computer
programs, works of authorship, designs or improvements of equipment, tools or
processes (collectively "Developments") or other written, recorded, photographic or
visual materials, intellectual property, inventions and trade secrets and all
deliverables produced in the performance of this Contract, whether proprietary or
non-proprietary; provided, however, that Developments do not include equipment or
infrastructure purchased for research, development, education or demonstration
related to energy efficiency. Although Implementer shall retain no ownership,
interest, or title in the Developments except as may otherwise be provided in this
Contract, it will have a permanent, royalty free, non-exclusive license to use such
Developments.
13.2. Risk of Loss. Implementer shall have risk of loss of or damage to the
undelivered Developments until completion of the Work.
13.3. Infringement.
13.3.1.Implementer represents and warrants that the Work performed by
Implementer and/or its Subcontractors shall be free of any claim of
trade secret, trade mark, trade name, copyright, or patent
(City of El Segundo) Agreement No. 4510
infringement or other violations of any proprietary rights of any
person.
13.3.2.Implementer shall defend, indemnify and hold harmless, SCE, its
officers, agents, employees, successors and assigns from and against
any and all liability, damages, losses, claims, demands, actions, causes
of action, and costs including reasonable attorney's fees and expenses
arising out of any claim, demand, or charge that use of the Work or
Developments infringe upon any trade secret, trademark, trade name,
copyright, patent, or other intellectual property rights.
14. INSURANCE
14.1. Implementer will maintain, and shall require its Subcontractors to maintain,
the following insurance coverage or self insurance coverage, at all times during the
term of this Contract, with companies having an A.M. Best rating of "A-, VII" or
better, or equivalent:
14.1.1.Workers' Compensation: statutory minimum.
14.1.2.Employer's Liability coverage: $1 million minimum.
14.1.3. Commercial General Liability: $2 million minimum
per occurrence/$4 million minimum aggregate.
Such insurances shall acknowledge SCE, its officers, agents and employees as
additional insureds, be primary for all purposes, contain standard cross-
liability or severability of interest provisions, and waive all rights of
subrogation against SCE its officers, agents, employees and other contractors
or Subcontractors.
14.1.4. Commercial or Business Auto: $1 million minimum.
Such insurance shall acknowledge SCE, its officers, agents and employees as
additional insureds and be primary for all purposes.
14.1.5.Professional Liability (if applicable): $1 million minimum.
14.2. Evidence of Insurance. Upon request at any time during the term of this
Contract, Implementer shall provide evidence that its insurance policies and the
insurance policies of any Subcontractor, as provided in this Section are in full force
and effect, and provide the coverage and limits of insurance that Implementer has
represented and warranted herein to maintain at all times during the term of this
Contract.
14.3. Self-Insurance. If Implementer is self-insured, it shall upon request forward
documentation to SCE that demonstrates to SCE's satisfaction that Implementer
self-insures as a matter of normal business practice before commencing the Work.
SCE will accept reasonable proof of self-insurance comparable to the above
requirements.
(City of El Segundo) Agreement No. 4510
14.4. Notice of Claims. Implementer shall immediately report to SCE, and
promptly thereafter confirm in writing, the occurrence of any injury, loss or damage
incurred by Implementer or its Subcontractors or their receipt of notice or
knowledge of any claim by a third party of any occurrence that might give rise to
such a claim.
14.5. Insurance Indemnification. If Implementer fails to comply with any of the
provisions of this Section, "INSURANCE", or any insurance requirements in the
Contract, Implementer shall, at its own cost, defend, indemnify, and hold harmless
SCE, its affiliates and their officers, directors, agents, employees, assigns, and
successors in interest, from and against any and all liability, damages, losses,
claims, demands, actions, causes of action, costs, including attorney's fees and
expenses, or any of them, arising out of or in connection with the performance or
non-performance of the Work by Implementer or any Subcontractor, or their
officers, directors, employees or agents to the extent that SCE would have been
protected had Implementer complied with all of the provisions of this Section.
15. CUSTOMER CONFIDENTIALITY REQUIREMENTS
15.1. Non-Disclosure. Implementer, its employees, agents and Subcontractors
shall not disclose any Confidential Customer Information (defined below) to any
third party during the term of this Contract or after its completion, without
Implementer having obtained the prior written consent of SCE, except as provided
by law, lawful court order or subpoena and provided Implementer gives SCE
advance written notice of such order or subpoena. Notwithstanding any other
provisions in the Contract, Implementer's nondisclosure obligations with respect to
SCE Confidential Customer Information shall survive any expiration or termination
of the Contract in perpetuity.
15.2. Confidential Customer Information. "Confidential Customer Information"
includes, but is not limited to, an SCE customer's name, address, telephone number,
account number and all billing and usage information, as well as any SCE
customer's information that is marked "confidential". If Implementer is uncertain
whether any information should be considered Confidential Customer Information,
Implementer shall contact SCE prior to disclosing the customer information.
15.3. Non-Disclosure Agreement. Prior to any approved disclosure of Confidential
Customer Information, SCE may require Implementer to enter into a nondisclosure
agreement.
15.4. Commission Proceedings. This provision does not prohibit Implementer from
disclosing non-confidential information concerning the Work to the Commission in
any Commission proceeding, or any Commission-sanctioned meeting or proceeding
or other public forum.
15.5. Return of Confidential Information. Confidential Customer Information
(including all copies, backups and abstracts thereof) provided to Implementer by
(City of El Segundo) Agreement No. 4510
SCE, and any and all documents and materials containing such Confidential
Customer Information or produced by Implementer based on such Confidential
Customer Information (including all copies, backups and abstracts thereof), during
the performance of this Contract shall be returned upon written request by SCE.
15.6. Remedies. The Parties acknowledge that Confidential Customer Information
is valuable and unique, and that damages would be an inadequate remedy for
breach of this Section 15 and the obligations of the Parties are specifically
enforceable. Accordingly, the Parties agree that in the event of a breach or
threatened breach of this Section 15 by Implementer, SCE shall be entitled to seek
and obtain an injunction preventing such breach, without the necessity of proving
damages or posting any bond. Any such relief shall be in addition to, and not in lieu
of, money damages or any other available legal or equitable remedy.
16. SECURITY INCIDENT PROVISIONS
16.1. SCE Personal Information.
16.1.1.Definition. SCE Personal Information is defined as any information in
the possession or under the control of SCE or any of its affiliates, or
that is furnished or made available by SCE or any of its affiliates to
Implementer, that identifies, relates to, describes, or is capable of
being associated with, any particular individual (whether SCE
employee, customer, or otherwise), including, but not limited to, his or
her name, signature, social security number, physical characteristics
or description, address, telephone number, passport number, driver's
license or state identification card number, insurance policy number,
medical information or health insurance information, education,
employment, employment history, bank account number, credit card
number, debit card number, or any other financial information.
16.2. Nondisclosure of SCE Personal Information. Implementer, its employees,
agents and Subcontractors shall not disclose any SCE Personal Information (defined
above) to any third party during the term of this Contract or after its completion,
without Implementer having obtained the prior written consent of SCE, except as
provided by law, lawful court order or subpoena and provided Implementer gives
SCE advance written notice of such order or subpoena.
16.2.1. Notwithstanding any other provision in the Contract or Contract,
Implementer's nondisclosure obligations with respect to SCE Personal
Information shall survive any expiration or termination of the
Contract in perpetuity. Upon the expiration or termination of the
Contract, or at any time upon request of SCE, all SCE Personal
Information in any medium, including all copies or parts thereof, shall
be returned to SCE or destroyed, except that Implementer may retain
one copy of any materials prepared by Implementer containing or
reflecting SCE Personal Information if necessary for compliance with
its internal record-keeping or quality assurance requirements only. If
(City of El Segundo) Agreement No. 4510
destroyed, such destruction shall be certified in writing by
Implementer.
16.3. Security Incidents. This section shall apply only to the extent Implementer is
in possession or control of SCE Personal Information or SCE Confidential Customer
Information.
16.3.1. Security Incident Response Plan. Implementer shall develop,
implement and maintain a written plan and process for preventing,
detecting, identifying, reporting, tracking and remediating Security
Incidents ("Security Incident Response Plan" or "SIRP"). A Security
Incident shall mean an event or set of circumstances that result in a
reasonable expectation of a compromise of the security, confidentiality
or integrity of SCE data or information under the Implementer's
control. Examples of Security Incidents include are but not limited to:
(i) Security breaches to Implementer's network perimeter or to
internal applications resulting in potential compromise of
SCE data or information.
(ii) Loss of physical devices or media, e.g., laptops, portable media,
paper files, etc., containing SCE data.
(iii)Lapses in, or degradation of, Implementer's security controls,
methods, processes or procedures.
(iv)The unauthorized disclosure of SCE data or information.
(v) Any and all incidents adversely affecting SCE's or its
affiliates', as the case may be, information assets.
16.3.2. SIRP General Requirements. Implementer's SIRP will include
Security Incident handling and response procedures, specific contacts
in an event of a Security Incident, the contacts' roles and
responsibilities, and their plans to notify SCE or its affiliates, as the
case may be, concerning the Security Incident. The SIRP must be
based on and meet all requirements of the following:
16.3.2.1. U.S. federal and applicable state laws, statutes and
regulations concerning the custody, care and integrity of data and
information. In particular and without limitation, Implementer shall
ensure that its SIRP and its business practices in performing work on
behalf of SCE comply with California's Information Practices Act of
1977, California Civil Code §§ 1798.80 et seq., which addresses among
other things the provision of notice to SCE or its affiliates, as the case
may be, of any breach of the security of SCE Personal Information if it
is reasonably believed to have been acquired by an unauthorized
person.
16.3.2.2. SCE information management and information security
policies and procedures as made available to Implementer from time to
time ("SCE Policies and Procedures"), including without limitation
(City of El Segundo) Agreement No. 4510
ITS-445 "Standards for Information Security Response—Third
Parties."
16.3.3.Implementer Response to Security Incident. The following will apply in
the event of a Security Incident:
16.3.3.1. Implementer will submit a Security Incident Report (SIR) to
SCE's or its affiliates', as the case may be, IT Help Desk or IT
Operations Center ("ITOC") in accordance with SCE Policies and
Procedures including ITS-445, and applicable law. The SIR shall be
given promptly upon discovery of an SI and in any event not more than
four (4) hours after discovery of a suspected SI, or sooner if required by
law, statute or regulation. If additional time is required under the
circumstances of the SI to ascertain the nature or extent of the SI, to
stabilize the Computing System or to ensure the integrity of SCE's or
its affiliates', as the case may be, data and information, then
Implementer shall promptly notify SCE or its affiliates, as the case
may be, in writing of the existence of an SI initially, and keep SCE or
its affiliates, as the case may be, informed of developments and new
information.
16.3.3.2. At SCE's or its affiliates', as the case may be, request,
Implementer will meet with SCE or its affiliates, as the case may be,
to discuss the cause of the Security Incident, Implementer's response,
lessons learned and potential improvements to Implementer's system
security processes and procedures.
16.3.4. Compromise of SCE Personal Information.
16.3.4.1. Additional SIRP Requirements for Personal Information.
With respect to any SCE Personal Information in the possession or
under the control of Implementer, to protect SCE Personal Information
from unauthorized access, destruction, use, modification or disclosure,
Implementer shall:
(a) Develop, implement and maintain reasonable security
procedures and practices appropriate to the nature of the
information to protect SCE Personal Information from
unauthorized access, destruction, use, modification, or disclosure.
(b) Develop, implement and maintain data privacy and security
programs with administrative, technical, and physical safeguards
appropriate to the size and complexity of the Implementer's
business and the nature and scope of Implementer's activities to
protect SCE Personal Information from unauthorized access,
destruction, use, modification, or disclosure.
(City of El Segundo) Agreement No. 4510
16.3.4.2. Notice Requirements for Personal Information. In the event
of a Security Incident where SCE Personal Information was, or is
reasonably believed to have been, acquired by an unauthorized person,
Implementer shall immediately provide the SIR required by Section
16.3.3. Such SIR shall state that SCE Personal Information may be
involved, and shall describe the suspected nature of such SCE
Personal Information.
16.3.5.SIRP Review. At SCE's or its affiliates', as the case may be, request,
Implementer shall review the S1RP at least annually with SCE's or its
affiliates', as the case may be, designated representatives to identify
updates, changes or potential improvements; and a process to
document these changes within ninety (90) days of any such changes.
16.3.6, Document Retention. Implementer shall maintain all documentation
relating to Security Incidents, whether in written or electronic form,
including without limitation, their identification, processing and
resolution, for two (2) years after final resolution of the Security
Incident, including the final resolution of all claims arising out of the
Security Incident.
16.3.7.Indemnification for Security Incidents. Implementer shall, at its own
cost, defend, indemnify and hold harmless SCE, its affiliates, officers,
agents, employees, assigns and successors in interest, from and
against any and all liability, damages, losses, claims, demands,
actions, causes of action, costs, including attorney's fees and expense,
fines or penalties, or any of them, resulting from any Security Incident.
Any limitation of liability that may be in the Contract or Contract shall
not apply to this Section 16.3.7.
16.4 Implementer shall ensure that its employees, agents and contractors that
perform services for Provider in connection with the Contract are informed of
and comply with these Security Incident provisions.
17. CONFLICT OF INTEREST
Implementer affirms that, to the best of its knowledge, there is no actual or potential
conflict of interest between Implementer, its employees or their families, Subcontractors,
or business interests, and SCE. Implementer shall not hire any SCE employee or
employee's spouse to perform any part of the Work. Implementer further affirms that it
has set forth in its proposal for the Work: (i) all situations in which Implementer or an
affiliated entity of Implementer has been or currently is an SCE Implementer, contractor,
or employee; (ii) all situations in which Implementer or an affiliated entity of Implementer
has been or currently is in a joint venture arrangement or licensing relationship with SCE
(other than an Energy Leader Partnership); and (iii) any affiliated entity to which
Implementer intends to subcontract any part of the Work. Implementer shall update such
affirmations to SCE during performance of the Work within thirty (30) days following any
change thereto.
(City of El Segundo) Agreement No. 4510
18. TIME IS OF THE ESSENCE
Implementer hereby acknowledges that time is of the essence in performing their
obligations under this Contract. Failure to comply with milestones and goals stated in this
Contract, including but not limited to those set forth in Exhibit A of this Contract, may
constitute a material breach of this Contract, resulting in its termination, payments being
withheld, Implementer Budgets being reduced or adjusted, funding redirected by SCE to
other programs or partners, or other Program modifications as determined by SCE or as
directed by the Commission. All Work must be performed and completed by October 15,
2014.
19. IMPLEMENTER DISPUTES
Any unresolved disputes between Implementer and SCE shall be referred to an SCE
management representative and an officer of Implementer for resolution. Pending
resolution, Implementer shall continue to perform the Work as directed by the SCE
Representative, and SCE shall continue to make payments for the undisputed items.
20. RIGHT TO AUDIT
SCE and the Commission shall have the right to audit Implementer at any time during the
term of this Contract and for five (5) years thereafter. An audit may include, but is not
limited to, a review of Implementer's financial records relating to the Work, program
implementation procedures, program marketing material, program implementation
documents, field audits of Implementer employees or Subcontractors, energy efficiency
savings provided by the program, funds spent to date, information relating to the
substantiation of program expenditures, incentives paid to date, customers given
incentives to date, lists of employees and respective duties, lists of Subcontractors and
their respective responsibilities or service provided.
SCE may, in its sole discretion and at anytime, request information or data relating to the
program, Work or this Contract, and Implementer shall provide such information in the
format and within the time requested by SCE. Nothing in this provision shall limit the
type, format or frequency of such requests by SCE.
21. MODIFICATIONS
Except as otherwise provided in this Contract, changes to this Contract shall be only be
valid through a written amendment/Change Order to this Contract signed by both Parties.
22. TERM
This Contract shall be effective as of the Effective Date. Unless otherwise terminated in
accordance with the provisions of Section 23 below, this Contract shall terminate at
midnight December 31, 2014; provided however, that all Work and services shall be
completed by the dates specified in the Statement of Work.
(City of El Segundo) Agreement No. 4510
23. TERMINATION OR CANCELLATION
23.1. CPUC Authority To Modify: The Work and program under which the Work is
authorized herein shall at all times be subject to the discretion of the California
Public Utilities Commission (CPUC), including, but not limited to, review and
modifications, excusing performance hereunder, or termination as the CPUC may
direct from time to time in the reasonable exercise of its jurisdiction.
23.2. Termination for Convenience: Notwithstanding any other provisions of the
Contract, SCE shall have the unilateral right to terminate the Work, or any portion
thereof, or the Contract by the issuance of a Change Order, which shall not require
Implementer's acceptance.
Subject to the provisions of Section 23.3 and 23.4 hereof, SCE shall pay
Implementer the termination charges set forth in the Contract pro-rated to
the effective date of termination. If termination charges are not set forth
in the Contract, SCE shall complete the payments for all Work accepted by
SCE. SCE, at its option, may take possession of any Material paid for by
SCE. The provisions of this Section 23.2 shall be Implementer's sole
remedy resulting from such termination.
23.3. Cancellation for Default. In the event of: (i) the breach of or failure of
Implementer to perform any of its material obligations under the Contract
including, but not limited to, failure to complete the Work on time or failure to
make satisfactory progress or persistent failure to pay labor and material claims;
(ii) the failure of Implementer to give SCE adequate assurance of performance
within ten working days after written demand by SCE therefore when reasonable
grounds for insecurity arise; or (iii) the insolvency, bankruptcy or receivership of
Implementer, then SCE may (a) withhold payment of any further monies which may
be due Implementer until such condition is cured, and/or (b) declare Implementer to
be in default of the Contract and notify Implementer in writing of such declaration
and shall be entitled to cancel the Contract in whole or in part effective immediately
upon written notice thereof. Any cancellation pursuant to this Section 23.3 shall not
be deemed a "termination" for the purposes of Section 23.2 hereof.
In the event of such cancellation, Implementer shall immediately stop Work and
surrender to SCE's possession, complete and incomplete Documentation and other
Information, Material, control and use of the Jobsite and all Implementer and SCE-
owned equipment, facilities, and all other items which SCE may deem necessary or
appropriate until the Work is completed. Implementer shall assign to SCE the
outstanding subcontracts and Contracts as requested by the SCE Representative for
such completion. SCE shall have the right to provide, or contract for, all additional
labor, Material, and any other items which it may deem necessary to complete the
Work.
If the total of all expenses incurred by SCE to complete the Work is greater than the
sum which would have been payable under the Contract if Implementer had
completed the Work, the difference shall constitute a claim against Implementer.
Such claim shall be due and payable within ten working days after presentation of
(City of El Segundo) Agreement No. 4510
the claim. Additionally, SCE shall have the right to pursue other remedies afforded
by law.
23.4 Delivery of Materials: Without limiting the effect of the provisions of
Sections 15 and 23.3 hereof, upon receipt of notice of termination or
cancellation under this Section 23, Implementer shall immediately deliver to
SCE all complete and incomplete Documentation, and all Material. If, at the
time of termination or cancellation further sums are due Implementer,
Implementer shall not be entitled to the sums until all Documentation and
all Material required to be delivered to SCE are delivered.
23.5 Cessation of Work: Upon receipt of notice of termination or cancellation for
any reason, Implementer shall promptly cease all Work except for additional
Work that SCE may, in its discretion, request Implementer to perform.
Additional Work shall be performed in compliance with the terms of the
Contract.
24. WRITTEN NOTICES
Any written notice, demand or request required or authorized in connection with this
Contract, shall be deemed properly given if delivered in person or sent by facsimile,
nationally recognized overnight courier, or first class mail, postage prepaid, to the address
specified below, or to another address specified in writing by a Party as follows:
Implementer SCE:
City of El Segundo Southern California Edison
Stephanie Katsouleas, Scot Mann
Public Works Director 1515 Walnut Grove Ave
350 Main Street Rosemead, CA
El Segundo, CA 90254 91770
Notices shall be deemed received (a) if personally or hand-delivered, upon the date of
delivery to the address of the person to receive such notice if delivered before 5:00 p.m., or
otherwise on the Business Day following personal delivery; (b) if mailed, three (3) Business
Days after the date the notice is postmarked; (c) if by facsimile, upon electronic
confirmation of transmission, followed by telephone notification of transmission by the
noticing Party; or (d) if by overnight courier, on the Business Day following delivery to the
overnight courier within the time limits set by that courier for next-day delivery.
(City of El Segundo) Agreement No. 4510
25. INDEPENDENT CONTRACTOR
Implementer is and will perform the work as an independent contractor for SCE. Nothing
in this Contract shall be construed so as to render Implementer an employee, agent,
representative, joint venturer or partner of SCE for purposes of carrying out this Contract.
Implementer shall not enter into any contracts, agreements or other obligations with any
other parties which bind, or are intended to bind, SCE without first receiving express
written authorization from SCE. SCE and Implementer shall each maintain sole and
exclusive control over its respective personnel and operations.
26. BENEFIT TO SCE CUSTOMERS
Ratepayer funded programs must directly benefit customers in the service territory from
which the funds are collected. The energy efficiency program implemented pursuant to this
Purchase Order is funded in whole or in part by funds collected from SCE's customers for
public purpose programs, and therefore must directly benefit SCE's customers.
Procurement Energy Efficiency Funds are defined as those certain funds collected from
electric utility ratepayers pursuant to Section 381 of the California Public Utilities Code for
public purpose programs, including energy efficiency programs approved by the CPUC.
27. ENVIRONMENTAL, HEALTH & SAFETY REQUIREMENTS
The "Southern California Edison ENVIRONMENTAL, HEALTH & SAFETY HANDBOOK
FOR CONTRACTORS", dated January 10, 2010, is hereby incorporated by reference into
this Contract. Implementer shall immediately notify the SCE Representative if
Implementer is unable to meet ANY of the requirements set forth therein. SCE may cancel
this Contract if Implementer fails to meet the requirements set forth in this Handbook.
Such cancellation shall not be deemed a termination under the termination provisions of
this Contract.
28. NON-DISCRIMINATION CLAUSE
No Party shall unlawfully discriminate, harass, or allow harassment against any employee
or applicant for employment because of sex, race, color, ancestry, religious creed, national
origin, physical disability (including HIV and AIDS), mental disability, medical condition
(cancer), age (over 40), marital status, and denial of family care leave. Each Party shall
ensure that the evaluation and treatment of its employees and applicants for employment
are free from such discrimination and harassment, and shall comply with the provisions of
the Fair Employment and Housing Act (Government Code Section 12990 (a)-(f) et seq.) and
the applicable regulations promulgated thereunder (California Code of Regulations, Title 2,
Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code Section 12990 (a)-(f), set forth in Chapter 5 of
Division 4 of Title 2 of the California Code of Regulations, are incorporated into this
Contract by reference and made a part hereof as if set forth in full.
Each Party represents and warrants that it shall include the substance of the
nondiscrimination and compliance provisions of this clause in all subcontracts for its Work
obligations.
(City of El Segundo) Agreement No. 4510
29. NO WAIVER
None of the provisions of this Contract shall be considered waived by either Party unless
such waiver is specifically stated in writing.
30.ASSIGNMENT
No Party shall assign this Contract or any part or interest thereof, without the prior
written consent of the other Party, and any assignment without such consent shall be void
and of no effect. Notwithstanding the foregoing, if SCE is requested or required by the
Commission to assign its rights and/or delegate its duties hereunder, in whole or in part,
such assignment or delegation shall not require Implementer's consent and SCE shall be
released from all obligations hereunder arising after the effective date of such assignment,
both as principal and as surety.
31. SEVERABILITY
In the event that any of the terms, covenants or conditions of this Contract, or the
application of any such term, covenant or condition, shall be held invalid as to any person
or circumstance by any court, regulatory agency, or other regulatory body having
jurisdiction, all other terms, covenants, or conditions of this Contract and their application
shall not be affected thereby, but shall remain in full force and effect, unless a court,
regulatory agency, or other regulatory body holds that the provisions are not separable
from all other provisions of this Contract.
32. GOVERNING LAW; VENUE
This Contract shall be interpreted, governed, and construed under the laws of the State of
California as if executed and to be performed wholly within the State of California. Any
action brought to enforce or interpret this Contract shall be filed in Los Angeles County,
California.
33. SECTION HEADINGS
Section headings appearing in this Contract are for convenience only and shall not be
construed as interpretations of text.
34. SURVIVAL
Notwithstanding completion or termination of this Contract, the Parties shall continue to
be bound by the provisions of this Contract which by their nature survive such completion
or termination.
35.ATTORNEYS' FEES
Except as otherwise provided herein, in the event of any legal action or other proceeding
between the Parties arising out of this Contract or the transactions contemplated herein,
each Party in such legal action or proceeding shall bear its own costs and expenses
incurred therein, including reasonable attorneys' fees.
(City of El Segundo) Agreement No. 4510
36. PRIOR WORK.
In the event that Implementer performs any Work authorized by SCE but prior to the
execution of this Contract, then such prior Work shall be considered performed subject to
the provisions of this Contract.
37. ENTIRE AGREEMENT
This Contract (including all of the Exhibits and attachments hereto which are incorporated
into this Contract by reference) contains the entire agreement and understanding between
the Parties with respect to the Program and merges and supersedes all prior agreements,
representations and discussions pertaining to the subject matter of this Contract.
38. COUNTERPARTS.
This Contract may be executed in one or more counterparts, each of which shall be deemed
to be an original, but all of which together shall be deemed to be one and the same
instrument.
[SIGNATURE PAGE FOLLOWS]:
(City of El Segundo) Agreement No. 4510
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be executed
by their duly authorized representatives.
IMPLEMENTER
CITY O EL S GUNDO
. 4ATT T,
By: awed " Mrea Title: Cit. � er ��"ATTORN. a
SCE:
City of El Segundo
SOUTHERN CALIFORNIA EDISON
By: Erwin Furukawa
Title: Senior Vice President,
Customer Service
(City of El Segundo) Agreement No. 4510
EXHIBIT A
STATEMENT OF WORK with Appendices A-C
(City of El Segundo) Agreement No. 4510
PEPMA Proposal Number: 23418
TABLE OF CONTENTS
RevisionSummary Page....................................................................................„ ..... ... 1
Section1 —Description................................................................................................... 2
Section 2 — General Requirements............. ....____.....................,...........................,.... 3
Section 3 — Scope of Work .............. ............... .......,... .................. ................,, ..,......... 3
Task l: Program Ramp-Up.. ......... ......... ......... ........................ .... ,....__.......... ............. 4
Task 2: Develop and Adopt Program to Encourage EE Through the On-line Permitting
Process (SP Task 1.1.5) ..... ......... ......... ...... .. ................... ......... ......... .............4
Task 3: Develop Implementation Processes &Procedures to Embed EE into City
Operations (SP Task 5)...... ........ ......... .....,.........................................._ ,.........,. 7
Task 4: Invoicing and Reporting ... ......... ........ ....,... ......... ......... ......... .,......, .......... 11
Task 5: Ramp-Down and Shut-Down Program................................................................. 12
Task 6: Submit Final Program Report...... ..,....... ........ ,.. .................... ........... 12
Section4 —Payment ................................. .................. .................. .................... .........12
LIST OF TABLES
Table 1: Fully Burdened Hourly Rates by Title...................................... .... ........................ 13
Table 2: Implementer's Budget (Task 2)........................... ......... ........ ......,. 14
Table 3: Implementer's Budget(Task 3)........................ .. ......... ......... ...... ......... .......... 14
Table 4: Strategic Plan"Support Menu" ...................................____.........,......................... 19
APPENDICES
Appendix A: Invoicing Requirements..................__ ............................_............................. 15
AppendixB: Defined Terms .................................. ,........ ... ..... .....,.,. .,....... ........... 17
Appendix C: Strategic Plan Support Menu..... ................................................................... 19
Appendix D: Regulatory Reporting Requirements........... .............. 21
Appendix E: Final Program Report Template ...............................................w..................... 26
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Energy Efficiency Division
Statement of Work
Revision Summary Page
Program Name: City of El Segundo Strategic Plan Strategies Phase 3
Implementer: City of El Segundo
[No Revisions at This Time]
Summary:
N/A
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ATTACHMENT 2—STATEMENT OF WORK
Program Name: City of El Segundo Strategic Plan Strategies Phase 3
Implementer: City of El Segundo
Program Budget: $111,250.00
SECTION 1 — DESCRIPTION
Pursuant to Decision(D).09-09-047,the California Public Utilities Commission (CPUC or
Commission) authorized Southern California Edison Company (SCE)to conduct strategic
plan activities (the Strategic Plan Program) centered on Energy Efficiency (sometimes
referred to as EE) and addressing the "Big, Bold" strategies and related local government
goals found in the CPUC's California's Long-Term Energy Efficiency Strategic Plan
(CEESP).1 Based on this authorization, SCE conducted a solicitation seeking activities to
fund that would lead to long-term, sustainable changes as opposed to supporting staffing
resources or short-term initiatives that would cease to exist once the funding had ended.
A. Defined Terms
Capitalized terms not otherwise defined in the text of this Statement of Work(SOW) are
defined in Appendix B, "Defined Terms," attached hereto and incorporated by reference.
Capitalized terms not otherwise defined in the text of this SOW or in Appendix B hereto
shall have the meaning ascribed to them in SCE's General Terms and Conditions (Ts&Cs)
for both EE and Demand Response (DR), attached to the Contract and incorporated herein by
reference.
B. Background
SCE initiated both Phases 1 and 2 of the local government EE strategic plan support
solicitation during 2010, and these two phases are currently being implemented. Funding for
Phase 3 solicitation for 2013-2014 was approved in CPUC D.12-11-015, issued on
November 15, 2012.
The ultimate goal for each participating city or county government, or a regional
government, representing one or more local jurisdictions that are currently participating in
SCE's Local Government or Institutional Partnerships (Implementer) in relationship to
1 Visit www.califomiaeneru�yefficiency.com for a copy of the CEESP,
...................................._............_.._.... _..........._w..._.........�.
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CEESP support, is to embed and institutionalize EE in its policies,programs, and processes
and to establish a culture of EE within the Implementer's jurisdiction.
C. Objective
Through the Program, the Implementer will deliver items listed in Table 4of Appendix C
(Strategic Plan"Support Menu") of this SOW,to develop and implement local government
strategic plan support strategies during the years 2013-2014 timeframe.
SECTION 2 — GENERAL REQUIREMENTS
A. Notice to Proceed (NTP)
Implementer may start Work only upon the occurrence of each of the following:
1. Implementer receives a Contract, including "this SOW" from Contract Program
Manager (CPM);
2. Implementer provides to the CPM a signed Contract; and
3. CPM provides to Implementer written notice to proceed with the Work(NTP).
B. License
Within 10 Business Days of the CPM issuing the NTP, the Implementer and each of its sub-
contractors will submit copies of any and all licenses and/or registrations required for the
performance of the proposed Work to the CPM.
C. Goals
Implementer must achieve delivery of project milestones and dates as outlined and agreed to
by the CPM. The CPM will review the number of projects,tasks, and deliverables completed
to assess Work progress.
D. Coordination with the CPM
Implementer must achieve delivery of Work milestones and dates. The CPM will review the
SOW requirements, including tasks and deliverables completed,to assess Work progress.
SECTION 3 — SCOPE OF WORK
The Work will consist of the following tasks supporting the CEESP goals specifically set
forth by SCE and accepted by Implementer:
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Task 1: Program Ramp-Up
A. Attend Program Kick-off Meeting
Implementer's representative(s) will attend a Program kick-off meeting with the CPM to
discuss Program logistics, evaluation,monitoring and verification coordination, invoicing
requirements, SOW, and any remaining Contract issues at a time and location designated by
SCE.
To avoid duplication and unnecessary expenditures,the CPM will provide information and
guidance regarding currently available resources (e.g., available training programs,
templates, etc.)that will be used by the Implementer in assessing pre-existing resources. This
will enable the Implementer to focus efforts on the areas in each task where gaps exist.
B. Program Data,Invoicing, and Reporting Tool Training
The Implementer will attend the kick-off meeting to be trained on the use of SCE's invoicing
and reporting tool (IR Tool). Thereafter,the Implementer will use the IR Tool to provide the
CPM invoices and Monthly Reports each Month.
Deliverables:
Task 1 —Deliverable(s) Due Date(s)
1. Attend a Program Kick-off meeting that Determined by SCE after the
includes IR Tool training. issuance of the NTP.
2. Delivery of updated IR Tool to CPM for IR Tool training plus five (5)
review and approval. Business Days.
Task 2: Develop and Adopt Program to Encourage EE Through the
On-line Permitting Process (SP Task 1.1.5)
The Implementer will fully integrate EE into its planning and permitting processes through
the development of a Project Builder Expert System (ProjectBuilder). In doing so, the
Implementer will build upon and leverage the success of its Online Permit Center, which
promotes EE for frequent "over the counter" permits and was developed through the
Strategic Plan Strategies Phase I solicitation.
The ProjectBuilder will expand the concept of the Online Permit Center by addressing EE
measures for construction projects from inception through final inspection. The intent of the
ProjectBuilder is to influence larger, more complicated projects including major renovations,
additions, and new construction to utilize EE and DR Measures. ProjectBuilder will expand
more fully into the construction project life cycle, offering an enhanced and earlier
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opportunity to influence project decisions concerning energy efficiency, thereby gaining
access to deeper energy savings potential.
A. Task Goals and Objectives
Implementer will provide all materials developed under this task to CPM for review and
comment:
1. Report on Status of Implementer or Subcontractor to Support the Task:
Implementer will submit Monthly reports on the status of hiring expertise to provide
to complete the activities in this task;
2. Assessment and Planning Report for Project Builder Expert System (Draft and
Final): As an initial step, Implementer will review and assess the on-line permitting
processes and systems of other local governments to gain insight from their
experiences. Next the Implementer will evaluate ProjectBuilder for compatibility and
integration with its existing back-office processing and reporting systems. As part of
this Assessment and Planning Report, Implementer will also provide:
• Description of the system and how it will promote energy efficiency to permit
applicants and other viewers;
• Policy statement that describes the functionality of the system, required resources
and timeline for completion; and
• Approach to be used to assess the effectiveness of ProjectBuilder.
The Assessment and Planning Report for ProjectBuilder will also include a discussion
of the sustainability of the Implementer's Program(s) after SCE funds are expended.
The report will also include a list of all non-SCE funding sources and amount funded
by each non-SCE source required to complete this task. A contingency plan will also
be included if unexpected delays or shortfalls occur in receiving non-SCE funding.
Based on feedback received, the Implementer will submit a final draft of the
Assessment and Planning Report.
3. Detailed Specification Report for Project Builder Expert System: The detailed
specification report will provide all requirements for the system, including any
required interfaces, and the plan for installation and implementation of the system.
4. Report on the Installation and Launch of Project Builder Expert System:
Implementer will install, test and launch ProjectBuilder. Implementer shall prepare a
report on the installation and launch of the Project Builder Expert System. This
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report shall include a discussion of the installation process, identifying any
installation issues that arose, as well as "screen shots" of the installed system that
show how the system operates.
5. Plan for Sharing Lessons Learned/Best Practices with Other Local Governments
(Draft and Final): Implementer will prepare a draft report describing lessons learned
and its understanding of best practices experienced during the development and
implementation of ProjectBuilder. Implementer will also submit a draft plan for
sharing this report with other local governments.
Based on feedback received during the draft review and stakeholder input,
Implementer will prepare and submit to SCE a final plan and will take steps to assure
that the final version of the Program will meet the needs of the Implementer and peer
jurisdictions.
6. Monthly Report: Implementer will provide a status of this task in the Monthly
Report of all on-going activities including a list of Monthly achievements and
outstanding issues.
B. Task Performance Indicators
The Implementer will fulfill the following goals and objectives:
1. Leverage existing resources through a review and assessment of similar online
permitting systems;
2. Encourage more energy efficiency permits through implementing simpler processes:
a. Offer ProjectBuilder to residents, business owners, and contractors for energy
efficiency projects:
i. Install ProjectBuilder;
ii. Streamline internal energy efficiency permit procedures;
3. Encourage "reach" energy efficiency projects, by increasing the frequency and
improving communication with contractors on energy efficiency "reach"
opportunities through ProjectBuilder.
The Implementer will, at a minimum, track the following information:
1. Number of energy efficiency project permits processed through ProjectBuilder;
2. Type of equipment for energy efficiency projects tracked post-ProjectBuilder
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implementation; and
3. Time to process permits using ProjectBuilder.
The Implementer will quantitatively assess the value and benefits of the Program through:
1. Tracking of energy efficiency projects in the jurisdictions of the Implementer,
including"reach" energy efficiency activities exceeding Title 24 requirements;
2. Analyzing constituent satisfaction feedback results.
Deliverables:
Task 2—Deliverable(s) Due Date(s)
v
1. Report on status of Implementer or NTP plus 1 Month.
Subcontractor to support the task
...................................................
2. Draft Assessment and Planning Report for NTP plus 1 Month.
Project Builder Expert System
3. Final Assessment and Planning Report for NTP plus 45 Calendar Days.
Project Builder Expert System
4. Detailed Specification Report for Project NTP plus 3 Months
Builder Expert System
........................... ........
5. Installed and Launched Project Builder Expert NTP plus 10 Months.
System
6. Report on the Installation and Launch of the NTP plus 12 Months
Project Builder Expert System
7. Plan for sharing lessons learned/best practices NTP plus 12 Months.
with other local governments
8. Monthly Report of tracked Performance Monthly with Invoicing
Indicators Requirements
Task 3: Develop Implementation Processes & Procedures to Embed
EE into Implementer's Operations (SP Task 5)
By participating in Phase 1 of the Strategic Plan Program, the Implementer completed a
variety of EE policies, including a retro-commissioning policy, green building policy,
benchmarking policy, a greenhouse gas inventory policy. Additionally, as part of Phase 1,
the Implementer set up tools such as Enterprise Energy Management Information System
(EEMIS) and Portfolio Manager. These policy documents and tools have laid the
groundwork for long-term, sustainable energy savings for the Implementer. However,
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individual policies, without proper implementation of those policies, may not generate actual
energy savings; therefore, the gap between policy and implementation needs to be bridged.
The Implementer will develop implementation processes and document working procedures
for the policies and tools developed in Phase 1 of the Strategic Plan Program. By
accomplishing this task, Implementer's staff will refine processes that will enable staff to
work through the roadblocks and challenges inherent in implementing policy, progressing
more expeditiously and strategically than otherwise would have been possible.
A. Task Goals and Objectives
Implementer will provide all materials developed under this task to CPM for review and
comment:
1. Report on Status of Implementer or Subcontractor to Support the Task:
Implementer will submit Monthly reports on the status of hiring expertise to provide
to complete the activities in this task.
2. Assessment and Planning Report for the Development of Implementation
Procedures and Processes (Draft and Final): As an initial step, Implementer will
review and assess the implementation procedures and processes of other local
governments to gain insight from their experiences. Next the Implementer will
evaluate the following energy policies and describe an approach to develop integrated
procedures for optimal implementation across departments and functions:
• Retro-commissioning Policy
• Benchmarking Policy
• LEED Certification Policy
• Greenhouse Gas Inventory Policy
• Enterprise Energy Management Information System(EEMIS)
• Portfolio Manager Benchmarking Tool
The Implementer shall determine appropriate metrics against which the effectiveness
of this task will be assessed.
During development of the implementation procedures, any disparate policies and
tools currently in place will be interlinked. Implementer will coordinate the many
overlapping functionalities into more cohesive energy management procedures that
Implementer's staff can more easily understand and implement.
3. Establish Energy Management Team: The Implementer will encourage internal
.............. ........ .......—
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collaboration with key department leads concerning energy costs, energy usage, and
other relevant information by allowing users access to the software's reporting and
analysis dashboard. Increasing the visibility of energy usage will help to educate all
stakeholders on the impact of energy consumption and costs at each facility. The
Implementer will develop an Energy Management Team that will meet with energy
management staff, building management staff, and other representatives to help
develop a scope of work that identifies the steps necessary to implement and sustain
the Implementer's energy efficiency policies. The Implementer will document in a
memo the establishment of, and tasks to be performed by, the Energy Management
Team.
4. Implementation Procedures and Processes (Draft and Final): Implementer will
develop draft Implementation Procedures and Processes report based on the
methodology outlined in the Assessment and Planning Report and provide to CPM
and relevant industry stakeholders and other experts for review and comment.
Based on feedback received, the Implementer will submit to CPM a final
Implementation Procedures and Processes' report.
5. Plan for Sharing Lessons Learned/Best Practices with Other Local Governments
(Draft and Final): Implementer will prepare a draft report describing lessons learned
and its understanding of best practices experienced during the development of
implementation procedures and processes. Implementer will also submit a draft plan
for sharing this report with other local governments.
Based on feedback received during the draft review and stakeholder input,
Implementer will submit to SCE a final report and will take steps to assure that the
final version of the Plan will meet the needs of the Implementer and peer
jurisdictions.
6. Report on Task Performance Indicators: Implementer will submit a report on the
Task Performance Indicators identified below, as well as in the Assessment and
Planning Report for this task. This is a crucial step to determine the effectiveness of
this task in meeting its objective of "Embedding Energy Efficiency into City
Operations."2
7. Monthly Report: Implementer will provide a status of this task in the Monthly
? Proposal Local Government Strategic Plan Strategies Solicitation Phase 3, submitted by the
City of El Segundo, March 28, 2013, p. 5.
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Report of all on-going activities including a list of Monthly achievements and
outstanding issues.
B. Task Performance Indicators
The Implementer will identify and describe appropriate metrics that can be used to track task
performance and progress in the Assessment and Planning Report. These Task Performance
Indicators will be reported to the CPM for review.
The Implementer will quantitatively and/or qualitatively assess the value and benefits of the
task through metrics developed in the Assessment and Planning Report for this task. Metrics
may include the following:
1. Assessing energy cost and consumption by utility type and provider pre-and post-
Implementation Procedures and Processes;
2. Qualitatively assessing the effectiveness of the Implementation Procedures and
Processes through participant surveys;
3. Assessing energy cost per square foot and cost per employee pre-and post-
Implementation Procedures and Processes;
4. Assessing carbon emissions pre-and post- Implementation Procedures and Processes;
5. Assessing accuracy of budgets and forecasts pre-and post- Implementation
Procedures and Processes; and
6. Assessing avoided costs pre-and post- Implementation Procedures and Processes..
Deliverables:
Task 3—Deliverable(s) Due Date(s)
1. Report on status of Implementer or NTP plus 1 Month.
Subcontractor to support the task
2. Draft Assessment and Planning Report for the NTP plus 1 Month.
Development of Implementation Procedures
and Processes
..................... _._ ...._.........................
3. Final Assessment and Planning Report for the NTP plus 45 Calendar Days.
Development of Implementation Procedures
and Processes
4. Establish Energy Management Team NTP plus 3 Months.
5. Draft Implementation Procedures and NTP plus 9 Months.
__.. .._.._......._.................... ..........
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........................... ......... ......
Processes
.......... .........
6. Final Implementation Procedures and NTP plus 11 Months.
Processes
........................
7. Report on Task Performance Indicators NTP plus 14 Months
8. Plan for sharing lessons learned/best practices NTP plus 12 Months.
with other local governments
.......... ............................
9. Monthly Report: Status of task and tracked Monthly with Invoicing
Performance Indicators Requirements
.................... ..............................
Task 4: Invoicing and Reporting
A. Invoicing
The Implementer will submit to the CPM an Invoice which includes supporting
documentation in accordance with the requirements delineated Appendix A, "Invoicing
Requirements", the Ts&Cs (Section 4), and Attachment No.I of the Contract.
SCE may amend the invoicing requirements from time to time, at which time SCE will notify
Implementer of the changes and issue a Change Order. Implementer will implement these
modifications in a timely manner and reflect any changes in future invoice documentation.
B. Reporting
The Implementer will submit to the CPM all required reports initially as a draft for review
and approval by the CPM. Implementer will be responsible for implementing, adhering to,
and the submission of,the items as described in Appendix D, "Regulatory Reporting
Requirements",the Ts&Cs, and Attachment No.1 of the Contract.
SCE may amend the reporting requirements from time to time, at which time SCE will notify
Implementer of the changes and issue a Change Order. Implementer will implement these
modifications in a timely manner and reflected in future invoice documentation.
Deliverables:
Task 4—Deliverable(s) Due Date(s)
...............................................
1. Prepare and submit invoices and supporting 15th Calendar Day of the Month
documentation to SCE per Appendix A, "Invoicing
Requirements"
2. Submit final invoice to SCE I April 15, 2015
—....................... ......................................... .................
3. Prepare and submit Monthly Report to SCE 15th Calendar Day of the Month
......................
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............ .. ............. ...........-_.......
per Appendix D, "Regulatory
Reporting Requirements"
4. Submit Commission reports Semi-annually and annually
Task 5: Ramp-Down and Shut-Down Program
A. Program Shut-Down: All Program operations will be completely shut down after the
last day of the effective period of the Contract, and no later than December 31, 2014,
with the exception of preparation and submittal of the Final Report, as defined in Task 6
below.
Deliverables:
Task 5—Deliverable(s) Due Date(s)
1. Complete all services No later than December 31,
2014.
Task 6: Submit Final Program Report
After Program completion, the Implementer will submit a final report that reviews the
Program's progress and accomplishment(the "Final Report"). The Final Report will include
the information referenced in Appendix E, "Final Program Report Template".
Deliverables:
Task 6—Deliverable(s) Due Date(s)
1. Submit draft Final Report for SCE review and No later than February 15, 2015
approval
._........ .....................
2. Submit revised Final Report for SCE review The earlier of March 31, 2015 or
and approval within 2 weeks of receipt of SCE
comments
SECTION 4 — PAYMENT
A. Payment Terms
The Program will utilize a 100%time and material based payment (T&M Payment) structure
based on the fully burdened billing rates contained in Section 4, Table 1. All payments will
_u ................... ........_...
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be subject to Appendix A, "Invoicing Requirements", the Ts&Cs, Section 4, and Attachment
No.l of the Contract.
Table 1: Fully Burdened Hourly Rates by Title
Hourly
Rate
(U.S. Estimated
Staffing Direct Labor Responsibility Dollars) % of Time
Program Director/ Oversight Administrative oversight $145.00 2.0%
µ
Program Manager Technical lead and support $125.00 23.0%
Senior Engineer Technical _..support $125.00 5.0%
-
Project Engineermmmmmmmmmmmm Technical support $105.00 15.0%
.
........................................................
Senior Analyst Technical support $95.00 10.0%
Project Analyst Technical support $70.00 10.0%
_._ .......-.......... ..............................................................._..._.�
Admin Invoicing and reporting $50.00 5.0%
.....................
..................
Software developer Development of web-tool $125.00 20.0%
City Staff Contract management, support $75.00 10.0%
Total 100%
B. Implementer's Budget Breakdown
The Work budget is divided into three cost categories described as:
• Administrative Costs: Typically, program overhead costs, such as staff
labor/benefits, employee expenses, and miscellaneous general expenses that are not
marketing and outreach(Marketing and Outreach), direct implementation, or
incentive/rebate costs. These costs will usually be for labor incurred in preparing
invoices and reporting (monthly, semi-annual and ad hoc).
• Marketing and Outreach Costs: Typically, marketing costs such as collateral
material, outreach costs such as promotional events, and staff labor associated with
incurring marketing costs and activities.
3 Fully burdened rates are defined as"Labor Related Cost Under Time and Materials Basis"in Section 4 of the
General Terms and Conditions.
............... ........_....
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• Direct Implementation Costs: Costs related to activities directly tied to, and
associated with, the development and the implementation of the proposed Work,
including subcontractor costs.
• Total Two-Year Budget: Sum of the components listed above.
Table 2: Implementer's Budget (Task 2)
....................
Task 2 Budget Breakdown
Allowable Cost % $
........................
(1) Administration 10.0% $6,675
......................................................
(2) Marketing and Outreach 0.0% $0
(3) Direct Program Implementation 90.0% $60,075
................................ ... ..........................................................................
Total Implementer Budget: (1)+(2)+(3) 100% $66,750
Table 3: Implementer's Budget(Task 3)
...........................................................
Task 3 Budget Breakdown
...........................................................
Allowable Cost % $
.......................................................
(1) Administration 10.0% $4,450
(2) Marketing and Outreach 0.0% $0
.......................................................
(3) Direct Program Irnplementation 90.0% $40,050
................................................................
Total Implementer Budget: (1)+(2)+(3) 100% , $44,500
...............
C. Program Budget Limit
In no event will the Implementer exceed the total amount budgeted by SCE for the
Contract related to this SOW of$111,250.00.
D. Performance Indicators
SCE will, at a minimum, monitor the Work based on the following Program
Performance Indicators:
• Progress made against the goals, deliverables, and due dates above; and
• Actual performance versus predicted performance as outlined herein.
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APPENDIX A: INVOICING REQUIREMENTS
A. Invoicing Instructions
1. Advance Copy to CPM
An advance electronic copy of Implementer's invoice (Advance Copy) must be
submitted to the CPM by the 15th Calendar Day of each month, and include the
following attachments:
• Invoice Summary Page section of this Appendix A(see Item B.1 below); and
• All information outlined in the Time and Materials Invoicing Requirement
section of this Appendix A (see Item B.2 below).
2. Final Invoice to Accounts Payable
Upon CPM approval of the Advance Copy, the Implementer will submit a hard
copy invoice (Final Invoice) to Accounts Payable within two 2 Business Days
thereafter. The hard copy invoice must include the following attachments:
• Invoice Summary Page (see Item B.1 below);
• All information outlined in the Time and Materials Invoice Requirement
section of this Appendix A (see Item B.2 below); and
• Any additional substantiating documentation, as requested at the sole
discretion of the CPM or procurement agent.
Mail an original and one copy of the Final Invoice to the following address:
Southern California Edison Company
Accounts Payable Division
P.O. Box 700
Rosemead, CA 91770
Send an electronic copy of the Final Invoice to the CPM.
If rates, rate format or rate components are different from that stated in the
Contract,payment may be delayed due to necessary validation of the invoice.
Failure to comply with invoice instructions or any other terms and conditions of
the Contract may result in adjustment or rejection of the invoice.
B. Invoicing Requirements
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1. Invoice Summary Page: All invoices must contain an invoice summary page
with, at a minimum,the following information:
• SCE's Contract number;
• Task description;
• Total amount authorized;
• Current monthly amount invoiced(including the task(s));
• Cumulative amount invoiced to date (including the task(s)); and
• Statement of deliverables for the period.
2. Time and Materials Invoicing Requirements
In addition to the invoice instructions contained herein, the Implementer will also
refer to Section 4.1 of SCE's General Terms and Conditions for additional
invoicing instructions.
Each invoice will provide sufficient detail to identify the following elements:
• Personnel work dates;
• Personnel work hours by name and classification;
• Personnel work rates: fixed hourly billing rates;
• Description of work performed -by person, by day, broken down no less than
by the hour by task in sufficient detail to identify work performed;
• Itemized receipts for material and subcontract costs;
• Itemized receipts for "Out-of-Pocket" expenses authorized by the Contract;
and
• Itemized receipts for authorized travel costs or detail of trips for which
authorized mileage is charged.
..... _.� ......_..
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Appendix B : Defined Terms
1. Business Day: The period from one midnight to the following midnight, excluding
Saturdays, Sundays, and holidays.
2. Calendar Day: The period from one midnight to the following midnight, including
Saturdays, Sundays, and holidays.
3. California Public Utilities Commission ("CPUC" or"Commission"): Public agency
that regulates privately owned electric, natural gas,telecommunications, water, railroad,
rail transit, and passenger transportation companies.
4. Contract(s): Agreement entered into between SCE and the Implementer which
authorizes the Work, states the commercial terms, incorporates by reference SCE's
Ts&Cs (or a different set of terms and conditions mutually agreed upon between SCE and
the Implementer), a Statement of Work, and other referenced documents, all of which
form the contract between SCE and the Implementer to perform the Work described
herein. The term"Contract(s)"will have the same definition and meaning ascribed to as
the term"Agreement(s)" under SCE's Ts&Cs.
5. Contract Program Manager (CPM): The SCE Representative who will manage the
Program.
6. Customer: For purposes of this SOW, Customer shall mean any customer of SCE that is
within the Implementer's jurisdiction.
7. Demand Response or DR: Sometimes referred to as load curtailment or reduction.
Mechanisms (such as interruptible rates, bill credits) are used to encourage consumers to
use energy at different (lower cost)times of day or to interrupt energy use for certain
equipment temporarily, usually in direct response to an event or price signal.
8. Energy Efficiency or EE: An action, appliance or device that reduces the total electric
consumption of a Customer, while maintaining a level of service that is the same or better
than before.
9. Local Government or Institutional Partnership Programs: A program that
coordinates efforts of a utility and a local government or other entity to use the strengths
of both parties to achieve energy savings goals.
10. Marketing and Outreach: Communications activities designed to identify, reach, and
motivate potential Customers to take actions to either learn more about or invest in EE
opportunities.
_. ...................... .... .._..........
._........
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11. Measures
• Specific Customer actions which reduce or otherwise modify energy end-use patterns.
• A service or a product whose installation and operation at a Customer's premises
results in a reduction in the Customer's on-site energy use, compared to what would
have happened without the service or product installation.
12. Month or Monthly: A term ending on the last Calendar Day of each month.
13. Performance Indicators: Specific, measureable, actionable,realistic and time-specific
requirements that will directly and measurably contribute to SCE's business
14. SCE Invoice and Reporting Tool(IR Tool): SCE's invoicing and reporting tool that
uses either a Web-based interface or a database format as determined by the CPM to
collect program information. See Appendix A, "Invoicing Requirements," and Appendix
D, "Regulatory Reporting Requirements" for more information.
15. Title 24: California Code of Regulations (CCR), Title 24, also known as the California
Building Standards Code (composed of 12 parts). Title 24, Part 6 sets forth California's
energy efficiency standards for residential and nonresidential buildings and was
established in 1978 in response to a legislative mandate to reduce California's energy
consumption. The standards are updated periodically to allow consideration and possible
incorporation of new energy efficiency technologies and methods. Title 24, Part 6 is the
focus of the Work under this Contract.
16. Work: Any and all obligations of Implementer to be performed for SCE and Customers
pursuant to and during the term of the Contract resulting from this SOW, any revision to
such Contract, or a subsequent amendment or Change Order. The Work will include,
without limitation the Work described in Section 3 of this SOW.
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APPENDIX C : STRATEGIC PLAN SUPPORT MENU
Table 4: Strategic Plan "Support Menu"
���� .. *� � ���� � .. �������, �� � �
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Adopt codes,ordinances,standards,guidelines or programs that encourage or
STRATEGY 1.1 require building performance exceeding state requirements. The focus should
be on using existing models,or if there is something new and unique,that it be
replicable.
Adopt building energy codes more stringent than Title 24's requirements,
TASKS 1.1.1 using cost-effectiveness studies by Climate Zone done by the utilities;adopt
one or two additional tiers of increasing stringency.
....................................................................................................................................................
__._.
1.1,2 Adopt a Green Building policy for municipal development, commercial
development and/or residential development.
------------------ _. _.1.1.3 Develop/adopt point of sale programs such as a Residential or Commercial
Energy Conservation Ordinance.Focus on whole building performance.
n u uu
1.1.4 Change local codes to allow and encourage integration of EE,demand
response,and on-site generation.
Develop and adopt programs to encourage energy efficiency such as one-stop
1.1.5 permitting,on-line permitting, separate Zero Net Energy(ZNE)permit
processes,density bonuses,or a recognition program.
Develop educational programs for local elected officials,building officials,
1.1.6 commissioners,and stakeholders to improve adoption of EE codes,
ordinances,standards,guidelines and programs.
Implement codes,ordinances,standards,guidelines or programs that
STRATEGY 1.2 encourage building performance exceeding state standards.
...___..__..______ ----- ---.....................................................
TASKS 1.2.1 Implement any of the Tasks under Strategy 1.1 above,through a process
involving internal and external stakeholders,etc.
of m F
STRATEGY 2.1 Improve processes resulting in increased code compliance through education,
training,and enforcement practices.
Local government staff and contract staff attend code compliance workshops
TASKS 2.1.1 offered by the California Energy Commission("CEC"),utility codes&
standards staff,or other local governments with strong compliance records.
....................................................................
2.12 Redesign enforcement,compliance,plan review processes;introduce new
forms and templates.
........_.............................. ...............................�
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9 m 5 N.. II R„ B d I t'A IBC' ',. � 0 ^P 1 U ” I fl 4 d IV 1 ° ion ' III �' a' � ',• ILI N.I�� IV d 9 IV :�;
STRATEGY 3.1 Develop a program to track municipal energy usage,such as through energy
management software and benchmarking of municipal facilities.
TASKS 3.1.1 Develop energy benchmarking policies and procedures to enable ongoing
benchmarking of all local government facilities.
..... ..........__
3.1.2 Set up a`utility manager' computer program to track municipal usage.
Identify need for sub-metering to plan,budget and manage bills.
Adopt a Climate Action Plan(CAP),Energy Action Plan(EAP)for
STRATEGY 3.2 municipal operations.The plan could include setting energy efficiency
standards for new and existing facilities,developing a revolving loan fund
for EE projects,and so on.
TASKS 3.2.1 Develop/adopt an energy chapter for City/County climate or energy action
plan.
Adopt Wa policy to require Leadership in Energy and Environmental Design
3.2.2 (LEED),Energy Star Ratings, or other program standard for municipal
facilities.
3.2.3 Develop policy for a revolving EE fund for City/County facilities.
3.2.4 Develop commissioning/retro-commissioning policies for municipal
facilities.
I
!FZ=MMM=Adopt a CAP,EAP,or adopt EE language into another policy document,
4.1 such as a General Plan,to reduce community greenhouse gas emissions with
a focus on EE.
TASKS 4.1.1 Develop a regional template for CAP or EAP,
4.1.2 Customize CAP with EE language and data.
4.1.3 Update General Plan/Conservation Element with Climate policies.Provide
EE framework and data for other people doing planning.
m.4m
4.1.4 Conduct Conduct the EE savings analysis for an annual Greenhouse Gas inventory for
the City/County.
Local governments participating in activities under Goals 1 —4 will be increasing their expertise.
The activities under Goal 5 are more directly related to the programs operated by the statewide local
government associations(ICLEI,ILG and LGC),by regional local government agencies such as the
Association of Bay Area Governments and Great Valley Center, and by the Statewide Local Government EE
Best Practices Coordinator.
__....__ ._...........
._...-..................____.......... _____ ....._........
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APPENDIX D : REGULATORY REPORTING REQUIREMENTS
In addition to any reporting requirements outlined in the Ts&Cs and Attachment No.l of the
Contract, the Implementer will follow the following reporting requirements when submitting
documents to SCE:
A. Monthly Report: The Monthly Report due on the 15th Calendar Day of each Month for
work completed the preceding Month using the IR Tool. The Monthly Report will
include a discussion on the following Program activities occurring during that Month:
1. Administrative activities;
2. Marketing activities;
3. Direct Implementation activities;
4. Implementer's assessment of Program performance and Program status.For example,is
the Program on target,exceeding expectations,or falling short of expectations,etc.;
5. Discussion of changes in Program emphasis.For example,new Program elements,less or
more emphasis on a particular delivery strategy,Program elements discontinued,Measure
discontinued,etc.;
6. Discussion of near term plans for Program over the coming months(e.g.,marketing and
outreach efforts that are expected to significantly increase Program participation);
7. Changes to staffing and staff responsibilities,if any;
8. Changes to contacts,if any;
9. Changes to Subcontractor and Subcontractor responsibilities,if any;
10. Number of Customer complaints received;and
11. Program Theory and Logic Model,if not already provided in the PIP,or if Implementer
makes any revisions.
B. Commission Reporting Requirements: The Implementer will provide SCE with the
requisite information on the prior Month's activities, accomplishments, and expenditures
related to its respective Work obligations, for purposes of preparing any reports required
of SCE by the Commission including Quarterly, Semi-annual and Annual Reports.
The Commission may amend reporting requirements from time to time. SCE will notify
Implementer of any reporting changes and issue a Change Order. Implementer will
implement these modifications in a timely manner and reflected in future invoice
documentation.
Requirements for these reports may change per the direction of the Commission or the
Commission's Energy Division. The current reporting requirements are as follows:
1. Semi-annual Report: Implementer will provide SCE with the requisite
information to be compiled for the portfolio reporting in Program Semi-annual
......... ................
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Reports using the Semi-annual Report template set forth in Section La herein.
Semi-annual reports are due March 1St and September 1St of each year.
a. Semi-annual Report Template
i. A template will be provided by CPM prior to the reporting period.
2. Implementer will provide additional data or information as required by the
Commission.
C. Allowable Costs
Allowable Costs Table
The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer-
funded energy efficiency work.The costs reported should be only for costs actually expended.Any
financial commitments are to be categorized as commitments.If the reporting entity(i.e., SCE, in this
case)does not have a cost listed on the cost reporting sheet,then no cost may be reported for that item.
These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM.If
there is a desire to include additional Allowable Cost elements,the CPM should be contacted in order
to seek approval from the Commission.
3/30/2006
Cost Categories Allowable Costs
Administrative Cost Category
Managerial and Clerical Labor
Implementer Labor-Clerical
Note: *These allowable costs *Implementer Labor-Program Design
are to be allocated towards the *Implementer Labor-Program Development
direct implementation Category, *Implementer Labor-Program Planning
*Implementer Labor-Program/Project Management
Implementer Labor-Staff Management
....
Implementer Labor-Staff Supervision
............................_
Human Resource Support and Development
Implementer Labor-Human Resources
Implementer Labor-Staff Development and Training
Implementer Benefits-Administrative Labor
Implementer Benefits-Direct Implementation Labor
Implementer Benefits-Marketing/Advertising/Outreach
Labor
......... ..
Implementer Payroll Tax-Administrative Labor
Implementer Payroll Tax-Direct Implementation Labor
. ....._.........._ ..........................................................................-..................................-..._....-.. ..........................
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Allowable Costs Table
The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer-
funded energy efficiency work. The costs reported should be only for costs actually expended.Any
financial commitments are to be categorized as commitments. If the reporting entity(i.e., SCE,in this
case)does not have a cost listed on the cost reporting sheet,then no cost may be reported for that item.
These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM.If
there is a desire to include additional Allowable Cost elements,the CPM should be contacted in order
to seek approval from the Commission.
3/30/2006
Cost Categories Allowable Costs
mmITITITITIT- -_____,_,_,__ ___ _ITITITIT-mmITITITITITITITmmm-_...__ITITImplementer Payroll Tax-Marketing/Advertising/Outreach
Labor
......... ----------- —
Implementer Pension-Administrative Labor
............................... ......... -
Implementer Pension-Direct Implementation Labor
..., ........ --......--- .._.--
Implementer Pension-Marketing/Advertising/Outreach
Labor
Note: "Travel and Conference "Travel and Conference Fees
Fees associated with Implemente _
r Conference Fees
Implementer Labor(e.g., Implement .........--------
Program Design, Program r Labor-Conference Attendance
Development, Program Implementer-Travel-Airfare
... L
Plannin g, and Program/Project Implementer-Taveogg --
Management) are to be allocated ement e r Imp 1 Travel-Me als ..........
towards the direct
implementation category. P el-Mileage
Im lementer-Travel
Implementer-Travel-Parking
Implementer-Travel-Per
Diem for Misc.Expenses
Overhead (General and Administrative) -
Labor and Materials
Implementer Equipment Communications
Implementer . .......
Equipment Comp utig
......... --------
Implementer Equipment Document Reproduction
Implementer Equipment General Office
Implementer Equipment Transportation
Implementer Food Service
_.. ,,...
Implementer Office Supplies
Implementer Postage
Implementer Labor-Accounting Support
Implementer Labor Accounts Payable
.. ____
Implementer Labor-Accounts Receivable
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......_...............................................................................................................................................................................................................................................................................................................................
Allowable Costs Table
The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer-
funded energy efficiency work.The costs reported should be only for costs actually expended.Any
financial commitments are to be categorized as commitments.If the reporting entity(i.e., SCE,in this
case)does not have a cost listed on the cost reporting sheet,then no cost may be reported for that item.
These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM.If
there is a desire to include additional Allowable Cost elements,the CPM should be contacted in order
to seek approval from the Commission.
3/30/2006
Cost Categories Allowable Costs
Implementer Labor-Facilities Maintenance
Implementer Labor Materials Management
...................................................______�__�_. Implementer Labor-Procurement
....Implementer..Labor..,_..,Shop...Services
...... ........... ......................_
Implementer Labor-Administrative
Implementer Labor-Transportation Services
Implementer Labor-Automated Systems
...._.........
Implementer Labor-Communications
Implementer Labor-Information Technology
Implementer Labor-Telecommunications
Marketing/Advertising/Outreach Cost Category
Implementer-Bill Inserts....
Implementer-Brochures
Implementer-Door Hangers
Implementer-Print Advertisements
Implementer-Radio Spots
Implementer-Television Spots
............................................. -------- ..........
Implementer-Website Development
Implementer Labor-Marketing
Implementer Labor-Media Production
Implementer Labor-Business Outreach
Implementer Labor-Customer Outreach
ImP.....lementer Labor...-..Customer Relations........................................................................................
Direct Implementation Cost Category
Financial Incentives to Customers Activity-
Direct Labor
Implementer Labor-Facilities Audits
Implementer Labor.-...Curriculum Development
Confidential ................................
Implementer p
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Allowable Costs Table
The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer-
funded energy efficiency work.The costs reported should be only for costs actually expended.Any
financial commitments are to be categorized as commitments.If the reporting entity(i.e., SCE,in this
case)does not have a cost listed on the cost reporting sheet,then no cost may be reported for that item.
These Allowable Cost elements are to be used whenever costs are invoiced or reported to the CPM.If
there is a desire to include additional Allowable Cost elements,the CPM should be contacted in order
to seek approval from the Commission.
3/30/2006
Cost Categories Allowable Costs
..
Implementer Labor-Customer Education and Training
Implementer Labor-Customer Equipment Testing and
Diagnostics
Installation and Service-Labor
Implementer Labor-Customer Equipment Repair and
Servicing
Direct Implementation Hardware and
Materials
Implementer-Direct Implementation Literature
Implementer...-..Education Materials.........................................................................................�........
Implementer-Energy Measurement Tools
Implementer-Installation Hardware
Implementer-Audit Applications and Forms
Rebate Processing and Inspection -Labor and
Materials
_................................._...... .. -----w_-----_.........._._._............................................................................................................... ..................................
Implementer Labor-Field Verification
Implementer Labor-Rebate Processing
Implementer-Rebate Applications
D. Ad Hoc Reporting: Implementer acknowledges that SCE may, in its sole discretion,
require Implementer to provide such other reports or documentation that SCE deems
appropriate or necessary(the "Ad Hoc Reports"). Implementer will comply with any
request for such Ad Hoc Report(s)within a reasonable time or, if applicable, within the
time requested by SCE.
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APPENDIX E : FINAL PROGRAM REPORT TEMPLATE
Local Govtjinal
Report Tenplate_yl(
........ ..........................
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