2002 AGREEMENT FOR THIRD PARTY ENERGY EFFICIENCY IMPLEMENTERS
July __, 2002
TABLE OF CONTENTS
Page
1 DEFINITIONS 2
2 APPENDICES INCORPORATED BY REFERENCE 3
3 IMPLEMENTER'S OBLIGATIONS 3
3.1 Professional Standards 3
3.2 Required Reports 3
3.3 Stop Work Procedures 5
3.4 Coordination With Other Programs 5
3.5 Coordination With Low Income Programs 6
3.6 Prevention Of Double-Dipping 7
3.7 Responding To And Tracking Customer Complaints 7
3.8 Customer Disclosure Obligations 8
3.9 Committing Funds 8
3.10 End Date For Program Activities 8
3.11 Cost Reporting And Review 9
3.12 Responding To Requests For Information 10
4 UTILITY OBLIGATIONS 10
4.1 Summary Of IOU Administrative Duties 10
4.2 IOU Review Of Required Reports 11
4.2.1 Quarterly Reports Deemed Incomplete 11
TABLE OF CONTENTS
Page
4.2.2 Quarterly Reports Deemed Complete 11
4.3 Review Of Implementer's Final Report 12
4.4 Payment Reductions 12
4.5 Payment Schedule 13
4.6 Withholding Payment For Deficient Performance 14
4.7 Refund Of Overpayment Of PGC Funds 14
5 AGREEMENT REPRESENTATIVES 14
6 COMPENSATION AND PROFIT 15
7 TIME IS OF THE ESSENCE 15
8 EFFECTIVE DATE 15
9 RESTRICTIONS ON MARKETING 15
9.1 Use Of CPUC's Name 15
9.2 Use Of IOU's Name 16
10 COMPLIANCE WITH APPLICABLE LAWS 16
11 WARRANTY 16
12 SAFETY PRECAUTIONS AND PROTECTION OF PROPERTY 16
13 INSURANCE 16
13.1 Self Insurance 17
14 INDEMNIFICATION 17
15 SUBCONTRACTS 18
TABLE OF CONTENTS
Page
16 DISPUTE RESOLUTION 18
17 TERMINATION 19
17.1 Termination For Cause 19
17.2 Termination For IOU's Reason 20
17.3 CPUC Jurisdiction 20
18 NON-WAIVER 21
19 ASSIGNMENT 21
20 FORCE MAJEURE 21
21 NON-DISCRIMINATION CLAUSE 21
22 RIGHT TO AUDIT 22
23 INDEPENDENT CONTRACTOR 22
24. INTELLECTUAL PROPERTY RIGHTS 22
24.1 Ownership Of Deliverables 22
24.2 Use And Reproduction Rights 23
24.3 Infringement Protection 23
24.4 Claims Substantiation 23
25 NOTICES OR DEMANDS 24
26 UNENFORCEABLE PROVISION 25
27 GOVERNING LAW 25
28 SECTION HEADINGS 25
29 SURVIVAL 25
30 ATTORNEYS' FEES 25
TABLE OF CONTENTS
Page
31 AMENDMENT; MODIFICATION 25
32 COMMISSION AUTHORITY TO MODIFY/REGULATORY REVIEW 26
33 COMPLETE AGREEMENT 26
34 COUNTERPARTS 26
35 AUTHORITY TO EXECUTE 26
36 CONSTRUCTION OF AGREEMENT 26
37 CONFLICT OF TERMS 27
The Utilities will use all or some of the following Attachments
Attachment A
· Deliverable Schedule for Quarterly Reports dated June __, 2002
· Implementation Report dated ___, 2002
· Implementer's Program Implementation Plan filed with the CPUC on May _, 2002 and approved on __________, 2002
· Implementer's Proposals with attachments, as approved by the CPUC
on May 16, 2002
Attachment B
CPUC Reporting Requirements dated May 17, 2002, as modified from time to time by the CPUC's Energy Division; Program Specific Deliverables; Quarterly deliverables; Monthly deliverables; Documents to keep on file
Attachment C
Implementer's Evaluation and Measurement plan (if applicable)
to be developed/due 30 days after the Implementer selects a contractor from the Commission-approved list of EM&V contractors, but not later than 60 days after the Commission issues an approved list.
Attachment D
Specific Contract Conditions, for use consistent with specific projects and IOU business practices
THIS AGREEMENT ("Agreement") is made and entered into as of the ____th day of July ___, 2002, by and between ____________________________________, a ________ corporation ("Implementer"), and IOU _________________________, a California corporation ("Utility" or "IOU"). Utility and Implementer are also each individually referred to herein as "Party" and collectively as "Parties."
RECITALS
WHEREAS, Decision (D.) 01-11-066 adopted policy rules and procedures to be followed for energy efficiency programs in 2002 in the text of the decision and in the Energy Efficiency Policy Manual (Version 1) dated November 29, 2001 ("Policy Manual") attached to the decision;
WHEREAS, pursuant to D.01-11-066, the California Public Utility Commission ("CPUC"), requested proposals from parties interested in performing energy efficiency work in the service territories of Pacific Gas & Electric ("PG&E"), Southern California Edison Company ("SCE"), Southern California Gas Company ("SoCalGas") and/or San Diego Gas & Electric Company ("SDG&E");
WHEREAS, in response to this request, Implementer submitted a proposal to the CPUC to provide energy efficiency;
WHEREAS, on May 16 or June 6, 2002 the CPUC selected and approved (or approved with modifications), Implementer's proposed scope of work (hereafter "Proposal");
WHEREAS, pursuant to D.01-11-066, D.02-03-056 and D.02-05-046, the CPUC has directed PG&E, SCE, SoCalGas, and SDG&E to develop a standard agreement and to enter into contracts with such parties to memorialize the terms and conditions for payment for the authorized work to be performed in their respective service territories;
WHEREAS, on July __, 2002, the assigned Administrative Law Judge ("ALJ") in OIR 01-08-028 approved the use of this standard form agreement by IOU and Implementer as a mechanism for payment of the approved services to be rendered by Implementer in 2002, 2003 and 2004.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein, the Parties agree as follows:
1. DEFINITIONS
The following terms shall have the following meanings, whether capitalized or not, singular or plural:
"Agreement" or "Contract": This agreement between IOU and Implementer, including the Appendices.
Information-Only Programs: Programs with no demonstrable energy savings.
Hard-to-Reach Customers: The term "hard-to-reach" can apply to either residential or non-residential customers. Residential hard-to-reach customers are those customers who do not have easy access to program information or generally do not participate in energy-efficiency programs due to a language, income, housing type, geographic, or home ownership (split incentives) barrier.
These barriers are defined as:
· Language - Primary language spoken is other than English, and/or
· Income - Those customers who fall into the moderate income level (income levels less than 400% of the federal poverty guidelines), and/or
· Housing Type - Multi-Family and Mobile Home Tenants, and/or
· Geographic - Residents of areas other than the San Francisco Bay Area, San Diego area, Los Angeles Basin or Sacramento, and/or
· Homeownership - Renters
Non-residential hard-to-reach customers are those customers who do not have easy access to program information or generally do not participate in energy efficiency programs due to language, business size, geographic, or lease (split incentives) barrier. These barriers are defined as:
· Language - Primary language spoken is other than English, and/or
· Business size - Less than ten employees and/or classified as Very Small (customers whose annual electric demand is less than 20 kW, or whose annual gas consumption is less than 10,000 therms, or both), and/or
· Geographic - Businesses in areas other than the San Francisco Bay Area, San Diego area, Los Angeles Basin or Sacramento, and/or
· Lease - Investments in improvements to the building benefit the business only during the lease period; landlords benefit longer.
Savings Programs: Programs with demonstrable energy savings.
Direct Implementation Costs are defined by the CPUC's Reporting Requirements Manual as financial incentives/rebates, installation costs, hardware/materials costs, activity costs, and rebate processing/inspection costs. These costs do not include other cost category such as Administration, Marketing/Advertising/Outreach, Evaluation, Measurement and Verification, and Other as defined by the CPUC's Reporting Requirements Manual
Administrative Costs have the same meaning as defined in the Budget for Implementer's Program Implementation Plan
Days means calendar days, unless otherwise specified
