HomeMy WebLinkAbout2012/06/05 Item 05CITY COUNCIL
AGENDA STATEMENT
~~sr~
~~ CITY OF
CHULA VISTA
6/05/12, Item 5
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA (1) APPROVING A $22,209 AGREEMENT
WITH THE CALIFORNIA CENTER FOR SUSTAINABLE
ENERGY FOR PARTICIPATION IN THE SOUTHERN
CALIFORNIA ROOFTOP SOLAR _CHALLENGE, (2)
APPROPRIATING $2,600 OF GRANT FUNDS INTO THE
"CITY STAFF SERVICES' BUDGET CATEGORY OF THE
ENERGY CONSERVATION FUND FOR FISCAL YEAR
2012, AND (3) AUTHORIZING THE CITY MANAGER TO
EXECUTE ALL DOCUMENTS IN CONJUNCTION WITH
IMPLEMENTING THE AGREEMENT
SUBMITTED BY: DIRECTOR OF PUBLIC WORKS
ASSISTANT DIREC R OF ENGINE
REVIEWED BY: CITY MANAGER
ASSISTANT CIT ANAGER
4/STHS VOTE: YES ~X NO
SUMMARY
In fall 2011, the City of Chula Vista partnered with the California Center for Sustainable
Energy and other jurisdictions on submitting a grant proposal to the Department of
Energy to help local governments identify administrative barriers and develop solutions
for encouraging rooftop solar photovoltaic installations. Subsequently, the "Southern
California Rooftop Solar Challenge" proposal was awarded grant funds to create and
facilitate regional working groups focused on solar photovoltaic permitting, zoning, and
financing processes. The grant, administered through the California Center for
Sustainable Energy, will provide $22,209 (based on population size) to support City staff
time participating in working groups and implementing identified solutions. The project
helps support the City Council-approved Climate Mitigation Measure #5 ("Encourage
energy efficiency & solar energy in the community.")
ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed activity for compliance
with the California Environmental Quality Act (CEQA) and has determined that the
action qualifies for a Class 8 categorical exemption pursuant to Section 15308 [Actions
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by Regulatory Agencies for Protection of the Environment] of the State CEQA
Guidelines because, the contemplated action proposes adoption of solaz photovoltaic
polices and programs designed to reduce harmful greenhouse gas or "carbon" emissions
and their associated impacts. Thus, no further environmental review is necessary.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
City staff presented the grant proposal to the Resource Conservation Commission (RCC)
for consideration at their September 12, 2011 meeting. The RCC unanimously supported
submitting the grant proposal and participating in the Southern California Rooftop Solar
Challenge.
DISCUSSION
The Department of Energy (DOE) SunShot Initiative is a national initiative to make solaz
energy technologies cost-competitive with other forms of energy by reducing the cost of
solaz energy systems by about 75% by 2020. By reducing the total installed cost for solaz
electricity to approximately $0.06 per kilowatt hour (without subsidies), lazge-scale
adoption of solar electricity across the United States is expected. The DOE SunShot
Initiative's latest grant solicitation offered funds to local governments and regional
partners in order to significantly reduce the administrative or "soft" costs associated with
solar photovoltaic (PV) systems. By reducing the administrative burden, adoption of
solaz PV by residents and businesses will be simpler, faster, and more cost-effective.
In October 2011, the California Center for Sustainable Energy partnered with the City of
Chula Vista and 11 other jurisdictions across San Diego, Orange, Riverside, and Los
Angeles Counties to develop the "Southem Califomia Rooftop Solar Challenge" proposal
in response to the DOE grant solicitation. The regional proposal focused on four action
areas that will be' critical for solar market. growth in Southem Califomia: (1)
standardizing permitting and interconnection processes, (2) updating planning and zoning
codes, (3) improving interconnection and net metering standards, and (4) increasing
access to financing.
Subsequently, the Southern California Rooftop Solaz Challenge was awarded grant funds,
administered through the California Center for Sustainable Energy, from the Department
of Energy. City staff is recommending that City Council approve the $22,209 Southern
California Rooftop Solar Challenge participation agreement and appropriate $2,600 in
grant funds for Fiscal Year 2012 to support staff time to participate in regional working
groups centered on the four focus areas. The remaining grant funds ($19,609) will be
appropriated through the Fiscal Year 2013 budget process to continue supporting staff
time. This regional collaboration will allow the City to more effectively identify current
administrative bamers encountered by local residents and businesses interested in
installing solar PV arrays. Over the grant period, City staff will work to develop
solutions to identified barriers, which will ultimately facilitate more renewable energy
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systems in the community. The proposed regional project supports Chula Vista's
greenhouse gas emissions reduction efforts and specifically helps to implement the City
Council-approved Climate Mitigation Measure #5 ("Encourage energy efficiency & solar
energy in the community.")
DECISION MAKER CONFLICT
Staff has determined that the recommendations requiring Council action are not site
specific and consequently the 500 foot rule found in California Code of Regulations
section 1870~}.2(a)(1) is not applicable to this decision.
CURRENT YEAR FISCAL IMPACT
The Southern California Rooftop Solar Challenge grant will not create a negative impact
to the City's General Fund. The grant will provide $2,600 in Fiscal Year 2012 and
$19,609 in Fiscal Year 2013 to reimburse staff time. The grant has a local match of
$2,515, which will be paid from existing Departmental budgets resulting in no negative
impact to the General Fund.
ONGOING FISCAL IMPACT
The proposed grant project would not create any ongoing net impact to the City's General
Fund.
ATTACHMENTS
Attachment A - CCSE Southern California Rooftop Solar Challenge Agreement
Prepared by: Brendan Reed, Environmental Resource Manager, Public Works -Conservation Section
H: IPUBL/C WORKS- ENGIAGENDAICAS2072106-OS-121DOE SunShot Grant Agreement_CAS_FIT AL.doc
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THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPRO AL B
THE CITY COTtJNCIL ;'
Glen 1
City
Dated: ~~~~ ~l~
PARTICIPANT AGREEMENT
BETWEEN
THE CITY OF CHULA VISTA, AND
CALIFORNIA CENTER FOR SUSTAINABLE ENERGY
FOR PARTICIPATION IN
SOUTHERN CALIFORNIA ROOFTOP SOLAR CHALLENGE
CONDITIONALLY EXEMPT SMALL QUANTITY
DOE AWARD NUMBER DE-EE0005696
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City of CHULA VISTA Agreement No.
PARTICIPANT AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND
CALIFORNIA CENTER FOR SUSTAINABLE ENERGY
FOR PARTICIPATION IN SOUTHERN CALIFORNIA ROOFTOP SOLAR CHALLENGE
DOE Award Number DE-EE0005696
THIS AGREEMENT (hereinafter the "Agreement") is entered into on the commence date
shown in Section 1 below, by California Center for Sustainable Energy, a California non-profit
501(c)(3) corporation (hereinafter "GCSE") and the City of Chula Vista (hereinafter
"PARTICIPANT"). GCSE and PARTICIPANT are also each individually referred to herein as "Party"
and collectively as "Parties."
RECITALS
A. WHEREAS, GCSE has contracted with the City of Chula Vista (hereinafter
"PARTICIPANT") to provide "Participation and Input into the Southern California Rooftop Solar
Challenge' (hereinafter the "Services'), the scope of which is incorporated in its entirety by this
reference and attached to this Agreement as Attachment A. The Streamlining Solar Standards
and Process: Southern California Rooftop Challenge contract between GCSE and the
Department of Energy ("DOE") dated February 22, 2012 (the "Prime Contract"), which
Agreement is hereby incorporated in its entirety by this reference and attached to this
Agreement as Attachment B and C; and
B. WHEREAS, GCSE desires to subcontract with PARTICIPANT to perform the
Services called for under the Agreement, and PARTICIPANT, having read the Agreement, desires
to contract with GCSE to perform the Services; and
C. WHEREAS, GCSE and PARTICIPANT desire to formalize their legal relationship
regarding performance of the Services and all related necessary work as further set forth in the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the Parties hereby agree as follows:
1. Term. The term of this Agreement shall commence on February 22, 2012, and end on
February 21, 2013, unless the Services are completed sooner, the Prime Contract is terminated
sooner or extended by the DOE, or this Agreement is terminated sooner by either of the Parties
pursuant to Section 6 below.
2. Compensation. GCSE will receive payments from DOE for the Services rendered under
the Prime Contract, and PARTICIPANT shall receive compensation from GCSE. PARTICIPANT'S
compensation is not to exceed the amount of $22,209 for all Services performed under this
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Agreement. Before PARTICIPANT can be compensated for their services, PARTICIPANT must
reach their match requirement of $2,515. Authorized match consists of salaries and wages.
Allowable funded costs may include salaries and waees, travel (public transportation, train fare
and milease reimbursement), workshop meals, and workshop meeting space. If PARTICPANT'S
funds are not spent or committed in excess of $4,000 by December 15th, 2012, the
PARTICIPANT'S remaining budget will be used to benefit the Sunshot team in total and will not
be available for reimbursement.
3. Invoices. PARTICIPANT shall submit to CCSE all invoices for the Services performed
(match and funded) under this Agreement. Payment for approved invoices submitting before
the 10th of the month will be made within (30) days of invoicing, assuming time required to
resolve any questions or disputed items takes no longer than five business days. Payments for
approved invoices submitted after the 10th of the month will be made within (60) days of
invoicing, assuming time required to resolve any questions or disputed- items takes no longer
than five business days. The invoice template is herein incorporated into this document as
Attachment D.
All notices shall be personally delivered or mailed to the below listed address:
California Center for Sustainable Energy
Attn: Jeff Wheeland
8690 Balboa Ave, Suite 100
San Diego, CA 92123
4. Work Authorization. This Section 4 shall constitute authorization for PARTICIPANT to
perform the Services specified and referenced in Attachment A to the Agreement.
PARTICIPANT agrees to abide by all the terms and conditions contained in this Agreement, and
any exhibits and attachments hereto, and the terms and conditions contained in the Prime
Contract and all exhibits and attachments thereto. PARTICIPANT shall take all steps necessary
and required by the Agreement to begin rendering the Services per the commence date shown
in Section 1 above, unless instructed otherwise by CCSE. PARTICIPANT shall work in a manner
satisfactory to CCSE and consistent with the requirements set forth by DOE in the Prime
Contract. PARTICIPANT shall keep CCSE informed of any events or anticipated events which will
interfere with the timely completion of the Services.
5. Staff. PARTICIPANT will use its best efforts to ensure the continuity and professionalism
of personnel that it uses to perform the Services and will notify CCSE with (30) days notice
before reassigning any full-time staff.
6. Termination.
A. Should CCSE at any time become dissatisfied with PARTICIPANT'S
performance under this Agreement, or should DOE become dissatisfied with CCSE's or
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PARTICIPANT'S performance of Services, and the matter has not been remedied within a
mutually agreeable time after receiving written notice, CCSE may terminate this Agreement.
CCSE shall provide PARTICIPANT with at least five (5) days written notice of the effective
termination date if the termination is based upon CCSE's dissatisfaction with PARTICIPANT's
performance under this Agreement. Ifthe termination is based upon DOE's dissatisfaction with
CCSE's PARTICIPANT and/or PARTICIPANTS performance of Services, then CCSE shall provide
PARTICIPANT with written notice as soon as it is reasonably able to do so upon receipt of the
same from DOE.
B. In addition to any other rights and remedies allowed bylaw and this
Agreement, either Party may terminate this Agreement without cause by giving thirty (30) days
prior written notice to the other Party.
C. This Agreement shall be deemed terminated effective upon the date
referred to in the notice of termination. In that event, PARTICIPANT shall deliver all finished or
unfinished documents and other materials, to CCSE at CCSE's option.
D. Upon termination of this Agreement, or at any time CCSE so requests,
PARTICIPANT shall deliver immediately to CCSE all property belonging to CCSE and the DOE,
whether given to PARTICIPANT by CCSE or DOE or prepared by PARTICIPANT in the course of
rendering the Services, including all Work Product (as defined below) then in progress and all
material in PARTICIPANT'S possession that contains CCSE's or DOE'S Proprietary Information (as
defined below) and any copies thereof, whether prepared by PARTICIPANT or others under
PARTICIPANT'S control. Following termination, PARTICIPANT shall not retain any written or
other tangible (including machine-readable) material containing any Proprietary Information.
E. In addition to any other rights and remedies allowed bylaw and this
Agreement, CCSE shall have the unilateral right to terminate the Agreement upon two (2)
business days' written notice to PARTICIPANT in the event that DOE terminates its Prime
Contract for Labor and/or Services with CCSE.
F. In the event PARTICIPANT terminates the Agreement, PARTICIPANT shall
be solely responsible for any obligations incurred by PARTICIPANT for non-cancellable
obligations with any third party. In the event CCSE terminates the Agreement, PARTICIPANT
shall provide written notice to CCSE within five (5) days of receipt of notice of termination, or
two (2) days prior to the termination date, whichever occurs first, as to the existence of any
non-cancellable obligations incurred by PARTICIPANT.
G. Upon termination of this Agreement by either Party, PARTICIPANT shall
not be entitled to any damages or loss of profits as against CCSE. PARTICIPANT'S sole right to
compensation for the Services actually performed and the costs and expenses actually incurred
to the date of termination shall be limited to its rights as set forth in Section 2 above.
PARTICIPANT shall have no other rights or remedies as against CCSE. CCSE shall have all rights
and remedies available to it in law and equity, including, without limitation, monetary damages,
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should PARTICIPANT breach this Agreement, terminate the Agreement in an unauthorized
manner, or otherwise fail to complete the work and Services as called for under this Agreement
and the Prime Contract.
7. Incorporation of Prime Contract Terms and Conditions. In addition to the terms and
conditions contained in this Agreement, PARTICIPANT agrees to abide by all terms and
conditions contained in the Prime Contract [Attachment B and C]. In the event a perceived or
actual inconsistency exists between any terms or provisions contained in the Prime Contract
and any terms or provisions of this Agreement, the terms and provisions of the Prime Contract
shall control.
8. Accountins Records. During the term of this Agreement, CCSE may audit any costs,
payment, settlement, or supporting documentation relating to this Agreement. Such audit(s)
shall be conducted at reasonable times with at least ten (10) business days' written notice.
PARTICIPANT shall maintain all necessary records and documentation, and shall fully cooperate
with any such audit(s). PARTICIPANT shall maintain all records within a 25-mile radius of the
DOE or PARTICIPANT agrees to reimburse CCSE for travel expenses to the records site. Except
as provided in this section, the cost of an audit shall be borne by CCSE; provided, however, that
the PARTICIPANT shall pay the cost of the audit as determined by CCSE if the audit reveals a
discrepancy of more than two (2) percent between the compensation requested by
PARTICIPANT in accordance with this Agreement and the compensation as determined by the
audit.
9. Tools Equipment. Materials and Personnel. PARTICIPANT shall, at its sole cost and
expense, furnish all facilities, tools, machinery, equipment, materials, personnel and such other
items that may be required for performing the Services.
30. Independent Contractors. PARTICIPANT and any agent or employee of PARTICIPANT
shall act in an independent capacity and not as officers or employees of CCSE. CCSE assumes no
liability for PARTICIPANT'S actions and performance. PARTICIPANT shall perform the Services as
an independent contractor and shall have complete and exclusive authority and responsibility
concerning the means and method of conducting such Services, subject to any restrictions,
security, or compliance issues required by the Agreement. It is understood that CCSE will not
withhold any amounts for payment of taxes from the compensation of PARTICIPANT and its
agent or employees shall not have the right or entitlement in or to any of the pension,
retirement, or other benefit programs now or hereafter available to CCSE's regular employees,
including, but not limited to, disability or unemployment insurance, workers' compensation,
medical insurance and sick leave. Any and all sums subject to deductions, if any, required to be
withheld and/or paid under any applicable state, federal, or municipal laws, or professional
organizations shall be the sole responsibility of PARTICIPANT. PARTICIPANT shall not have
authority to act as an agent on behalf of CCSE unless specifically authorized in writing.
PARTICIPANT will not represent to be or hold itself out as an employee of CCSE.
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12. Subcontracts. PARTICIPANTS may not use subcontractors to perform Services under
this Agreement.
13. Insurance Requirements.
PARTICIPANT shall maintain the following insurance coverage or self-insurance coverage at all
times during the term of this Agreement.
Commercial General Liability: $2,000,000 minimum
Business Auto: $1,000,000 minimum
Workers' Compensation and Employers' Liability: $1,000,000 minimum
Anything herein notwithstanding, in no event shall either CCSE or PARTICIPANT be liable to the
other party for especial, indirect, incidental or consequential damages, including commercial
loss, loss of use, or lost profits, even if either party has been advised of the possibility of such
damages.
The specified insurance shall also include and insure CCSE and their respective board of
directors, officers, employees, and agents, and their successors and assigns as additional
insureds, against the areas of risk described in the Agreement with respect to PARTICIPANT'S
acts or omissions in the performance of this Agreement.
A. Each specified insurance policy (other than Worker's Compensation) shall
contain a Severability of Interest (Cross Liability) clause which states, "It is agreed that the
insurance afforded by this policy shall apply separately to each insured against whom a claim is
made or suit is brought except with respect to the limits of the company's liability;' and a
Contractual Endorsement which shall state, "Such insurance as is afforded by this policy shall
also apply to liability assumed bythe insured under Insured's Agreement with CCSE."
B. At least fifteen (15) days prior to the expiration date of the above policies,
documentation showing that the insurance coverage has been renewed or extended shall be
filed with CCSE. If such coverage is canceled or reduced, PARTICIPANT shall, within ten (10)
days of such cancellation of coverage, file with CCSE evidence that the required insurance has
been reinstated or provided through another insurance company or companies.
C. PARTICIPANT shall provide proof of all specified insurance and related
requirements to CCSE by production of a certificate of insurance acceptable to CCSE. The
certificate of insurance evidencing all specified coverages shall be filed with CCSE prior to
PARTICIPANT'S performing under this Agreement. The documents shall contain the applicable
policy number, the inclusive dates of policy coverages, and the insurance carrier's name,
address and telephone phone number, and shall provide that written notice of the cancellation
of the policy shall be provided by mail to CCSE at least thirty (30) days prior to the effective date
thereof. CCSE reserves the right to have submitted to it, upon request, all pertinent
information about the agent, broker and carrier providing such insurance.
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D. Submission of insurance from anon-California admitted carrier is subject to the
provisions of California Insurance Code Sections 1760 through 1780, and any other regulations
and/or directives from the State Department of Insurance or other regulatory board or agency.
PARTICIPANT agrees, except where exempted, to provide CCSE proof of said insurance by and
through a surplus line broker licensed by the State of California at the address specified below:
California Center for Sustainable Energy
Attn: Joanna Tan
8690 Balboa Avenue, Suite 100
San Diego, CA 92123
14. Indemnification. In addition to the provisions of Section 14 herein regarding Insurance
Requirements, PARTICIPANT shall indemnify, hold harmless and defend CCSE and its officers,
officials, directors, employees, agents and volunteers from and against all claims, damages,
losses, expenses, penalties, fines and costs, including reasonable attorneys' fees and court
costs, to the extent arising out of the performance of the work and Services caused by any
negligent act or omission or the willful misconduct on the part of PARTICIPANT and/or any of
PARTICIPANT'S officers, officials, directors, employees, agents, and volunteers or sub-
PARTICIPANTs, except to the extent caused by the sole negligence or willful misconduct of
CCSE.
CCSE shall indemnify, hold harmless and defend PARTICIPANT and its officers, officials,
directors, employees, agents, volunteers and sub-PARTICIPANTS from and against all claims,
damages, losses and expenses, including reasonable attorneys' fees and court costs, to the
extent arising out of the performance of the work and Services caused by any negligent act or
omission or the willful misconduct on the part of CCSE and/or any of CCSE's officers, officials,
directors, employees, agents, volunteers or PARTICIPANTS, except where caused by the
negligence or willful misconduct of PARTICIPANT or its officers, officials, directors, employees,
agents, volunteers orsub-PARTICIPANTS.
15. Conseouential Damages and Limitation of Liability. Anything herein notwithstanding,
in no event shall either PARTICIPANT or CCSE be liable to the other Party for special, indirect,
incidental or consequential damages, including commercial loss, loss of use, or lost profits, even
if either Party has been advised of the possibility of such damages, and each Party's aggregate
liability, if any, for any and all claims, losses, damages or expenses arising out of the Agreement,
Services or Prime Contract, whether based in contract, negligence, strict liability, tort, agency,
warranty, trespass, indemnity or any other theory of liability, shall be limited to the applicable
insurance policy limit(s) as set forth under Section 14 herein.
16. Conformance with Rules and Re¢ulations. In performing all activities in connection
with this Agreement, PARTICIPANT shall abide by and conform to: (i) all provisions ofthe DOE
requirements; (ii) any ordinances of the DOE(iii) any ordinances, rules and regulations of DOE
and (iv) any applicable laws of the State of California or the United States government as now
exist or may hereafter be adopted or amended.
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17. Bankruptcy. In the event PARTICIPANT commences a proceeding under Chapter XI of
the Federal Bankruptcy Act or is adjudicated bankrupt or insolvent, or a judicial sale is made of
PARTICIPANT's interest under this Agreement, this Agreement shall at the option of CCSE
immediately terminate.
18. Non-Discrimination.. PARTICIPANT agrees at all times to fully comply with all laws
prohibiting discrimination against any person or class of persons by reason of gender, color,
race, religion, handicap, creed or national origin in performance of this Agreement. If the use
provided for in this Agreement allows PARTICIPANT to offer accommodations or services to the
public, such accommodations or services shall be offered on fair and reasonable terms.
19. Assignment. PARTICIPANT shall not in any manner, directly or indirectly, by operation
of law or otherwise, assign, hypothecate, encumber or transfer this Agreement or any the
rights, duties, responsibilities or obligations under this Agreement, in ovhole or in part, without
the written consent of CCSE. Any attempted or purported assignment of any right or obligation
pursuant to this Agreement, without written consent, shall be void and of no effect. CCSE shall
have the right to assign, hypothecate, encumber or transfer this Agreement or any of its rights,
duties, responsibilities orresponsibilities under this Agreement, in whole or in part, without the
consent of PARTICIPANT, but CCSE shall provide written notice to PARTICIPANT. in such event.
20. Worker's Compensation. PARTICIPANT is solely responsible for and shall maintain in
force throughout the duration of this Agreement worker's compensation insurance coverage
for its employees who perform Services under this Agreement.
21. Conflict of Interest. PARTICIPANT is-not now a party to, and during the term of this
Agreement shall not enter into, any contract or agreement that will create a conflict of interest
with its duties and ability to perform the Services under this Agreement.
22. Entire Understanding. This Agreement contains the entire agreement of the Parties and
supersedes all prior negotiations, discussions, obligations and rights of the Parties regarding the
subject matter of this Agreement. PARTICIPANT acknowledges that there is no other written or
oral understanding between the Parties. No modification, amendment, or alteration of this
Agreement shall be valid unless it is in writing and signed by all Parties.
23. Partial Invalidity. If any term, covenant, condition, or provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder
shall remain in fulfforce and effect; and shall in no way be affected, impaired or invalidated.
24. Notices. Any notice required or permitted by this Agreement shall be in writing and
shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery
when delivered personally; (b) by overnight courier upon written verification of receipt; or (c)
by certified or registered mail, return receipt requested, upon verification of receipt. Notice
shall be sent to the addresses set forth below, or such other address as either Party may specify
in writing:
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If to PARTICIPANT, to:
City of Chula Vista -Conservation Section
Attn: Brendan Reed
276 Fourth Avenue
Chula Vista, CA 91910
If to CCSE, to:
California Center for Sustainable Energy
Attn: Jeff Wheeland
8690 Balboa Ave, Suite 100
San Diego, CA 92123
25. Interpretation.
A. Section Headin8s. The section headings contained herein are for convenience in
reference and are not intended to define or limit the scope of any provision hereof.
B. Fair Meanin6. The language of this Agreement shall be construed according to
its fair meaning, and not strictly for or against either Party to this Agreement.
C. Two Constructions. It is the intention of the Parties hereto that if any provision
in this Agreement is capable of two constructions, one of which would render the provision
void and the other of which would render the provision valid, then the provision shall have the
meaning which renders it valid.
D. Governing Law. This Agreement and all of the rights and obligations of the
Parties and all of the terms and conditions shall be construed, interpreted and applied in
accordance with, governed by and enforced under the laws of the State of California. In any
action to enforce the provisions of this Agreement, venue shall lie in the County of San Diego.
F. Gender. The use of any gender herein shall include all genders, and the use of
any number shall be construed as the singular or the plural, all as the context may require.
G. Integration Clause. It is understood that no alteration or variation of the terms
of this Agreement shall be valid unless made in writing and signed by the Parties hereto, and
that no oral understanding or agreement, not incorporated herein in writing, shall be binding
on any of the Parties hereto.
H. Other Agreements Not Affected. Except as specifically stated herein, this
Agr€ement and the terms, conditions, provisions and covenants hereof shall not in any way
change, amend, modify, alter, enlarge, impair or prejudice any of the rights, privileges, duties or
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obligations of either of the Parties under or by reason of any other agreement between the
Parties or between either Party and a third party.
I. Amendments. The Agreement may be altered, amended, modified, or repealed
only by a writing signed by all of the Parties.
J. Time is of the Essence. Time is of the essence of every provision of the
Agreement that specifies a time for performance.
K. Additional Documents and Acts. The Parties to the Agreement shall promptly
execute and deliver any and all additional documents, instruments, notices, and other
assurances, and shall do any and all other acts and things, reasonably necessary in connection
with the performance of their respective obligations under the Agreement and to carry out the
intent of the Parties. - -
L. No Asency. No provision of the Agreement shall be construed to constitute a
Party as the agent of any other Party.
M. Statutory References. Unless expressly stated herein, any reference to a federal,
state, or municipal code, regulation, act, or other statutes or laws of anyjurisdiction shall
include all amendments, modifications, or replacements of the specific sections and provisions
referenced.
N. Interpretation of Agreement. The Parties hereto acknowledge and agree that
the Agreement has been negotiated at arm's length and among the Parties equally
sophisticated and knowledgeable as to the subject matter of the Agreement. Accordingly, in
the event any claim is made relating to any conflict, omission, or ambiguity in the Agreement,
no presumption, burden of proof, or persuasion shall be implied by virtue of the fact that the
Agreement was drafted by or at the request of a particular Party or its legal counsel.
O. Force Maieure. Neither Party shall be liable to the other for any delay or failure
to perform any of its obligations hereunder which delay or failure to perform is due to fires,
storms, floods, earthquakes, acts of God, war, acts of terrorism, insurrection, riots, strikes,
lockouts or other labor disputes, failure of transportation, or postal services and governmental
action, orders or regulations or other matter reasonably and economically beyond the control
of said Party. In the event that an occurrence described in this section partially impacts the
ability of either Party to meet its obligations under the Agreement, the impacted Party agrees
to promptly try to remedy such situation.
P. Exhibits. All exhibits attached to the Agreement are incorporated herein, and
shall be regarded as if set forth herein.
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C!• The Agreement. The Agreement and all exhibits attached thereto are
incorporated herein, and shall be regarded as if set forth herein.
R. No Trade Usage or Prior Course of Dealing. The Parties agree that no trade
usage, prior course of dealing, or course of performance under the Agreement shall be part of
the Agreement or shall be used in the interpretation or construction of the Agreement.
26. Waiver. Any waiver by either Party of any breach by the other Party of any one or more
of the covenants, conditions, or agreements of this Participation Agreement shall not be
binding unless set forth in writing and shall not be construed to be a waiver of any subsequent
or other breach of the same or any other covenant, condition or provision of this Agreement,
nor shall any failure on the part of either Party to require or exact full and complete compliance
by the other Party with any of the covenants, conditions or provisions of this Agreement be
construed as changing the terms or preventing the full enforcement of_the other provisions.
27. Attorney Fees. If any action is brought by either Party under this Agreement by reason
of any claim or cause of action against the other arising out of or in connection with any breach
or other nonperformance of the provisions of this Agreement, then any Party that is successful
upon any final determination of any such claim or cause of action shall be entitled to
reasonable preparation, investigation and attorney fees and court costs, as are fixed by a court
of competent jurisdiction.
28. Dispute Resolution. In the event a dispute or controversy arises between the Parties
with respect to the interpretation or enforcement of the Agreement, the Parties agree to
negotiate in good faith for five (5) business days to resolve such dispute. If at the end of said
five (5) day period, the Parties have not resolved the dispute, any Party may submit the dispute
to mediation by providing written notice to the other Party demanding mediation. The Parties
agree to submit said dispute to mediation before resorting to litigation or arbitration. The
Parties shall share equally all costs of the mediation.
29. Right to Contract with Others. The rights granted hereunder by this Agreement are not
exclusive, and CCSE and PARTICIPANT each reserves the right to enter into other agreements
covering the same or similar services as are described in the underlying Prime Contract.
30. Duplicate Originals. This Agreement may be executed by the Parties in counterparts,
each of which shall be considered an original, but such counterparts shall constitute together
one and the same document for all legal purposes.
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IN WITNESS WHEREOF, the Parties to this Agreement have executed this document
effective on the date first set forth above by and through their authorized representatives as
set forth below.
CITY OF CHULA VISTA PARTICIPANT
Signature of Authorized Representative
By:
Name: James Sandoval
Title: City Manager
Date:
CALIFORNIA CENTER FOR SUSTAINABLE ENERGY
Signature of Aut rized Representative
By:
Name: ~e k~ I ~M.
Title: Y"`~..,~~:y1T ~~~C,~7/
Date: ~ - ~~ - I
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ATTACHMENT A: SCOPE OF WORK
Scope of Work between the City of CHULA VISTA and California Center for Sustainable Energy
for Participation in the Southern California Rooftop Solar Challenge
A. PROJECT OBJECTIVES
The "Streamlining Solar Standards and Processes: Southern California Rooftop Solar Challenge" Project's
primary objective is to make the permitting and interconnection processes for installing rooftop solar
systems markedly more uniform, expedient and transparent across the Southern California region.
B. PROJECT SCOPE
The Southern California Rooftop Solar Challenge supports the goals of the Department of Energy (DOE)
Solar Energy Technologies Program and the SunShot Initiative, which seek to make solar electricity cost
competitive without subsidies by the end of the decade by reducing balance of system costs for
Photovoltaic (PV). In order to achieve market transformation, California Center for Sustainable Energy
(GCSE) will lead a regional Southern California team that will focus on expanding financing options for
residential and commercial customers, and standardizing net metering and interconnection standards
across investor- and municipally-owned utilities in the region. These goals will be achieved by fostering
cross jurisdictional collaboration culminating in the development of a set of regional best practices,
model rule policies, and model ordinances.
Working Group Calendar
Process Review Regional Collaboration -Model Rule Development
Permitting Process X X Y X Y - X X
Interconnection Proccess X X X Y X X
NEM/Interconnection X Y X ~ X
Zoning X X X
Financing X Y X X
Executive Comitee X X X X
*Working group meeting dates may change based on schedules and availability.
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Task 1.1 -Existing Process Review -First Quarter of Program
The Working Group process will begin with Existing Policy Review meetings in each of the five action
areas (Permitting, Interconnection, NEM/Interconnection, Zoning, and Financing). This process will run
through the first quarter and include atop-down review of existing policies and procedures. The
primary deliverable is a regional policy overview document cataloging the current conditions at the 11
jurisdictions and 5 utilities. The document will focus on areas of high inter-jurisdictional variability as
well as policies associated with quick turnaround times and lower costs.
Deliverable/Outcome: Participation in eight working group meetings and one executive team meeting;
Assistance in providing information to CCSE for integration into Regional Policy Overview document;
other unforeseen deliverables as deemed appropriate by either DOE or GCSE
Task 1.2 -Regional Collaboration -Second and Third Quarter of Program
The Regional Collaboration Phase will consist of 11 Working Group meetings and two executive
committee meetings taking place over a 6 month period. This phase builds on the Existing Policy Review
and involves deep dives into the underlying processes that lead to high performance by jurisdictions and
utilities. This process will culminate in the development of a series of case-studies outlining the
processes associated with high performance.
Deliverable/Outcome: Participation in eleven working group meetings and two executive committee
meetings; Assistance in providing CCSE information to be integrated into Best Practices/Case Studies
Report; other unforeseen deliverables as deemed appropriate by either DOE or CCSE.
Task 1.3 -Model Rule Development -Forth Quarter of Program
This phase of the project will focus on developing standards and processes that further the Challenge
goals, while respecting the unique political and structural realities of team members.
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Deliverable/Outcome: Participation in six working group meetings and one executive committee
meeting; Assist GCSE to create Model Rule Toolkit, model ordinances, and Implementation Plans; other
unforeseen deliverables as deemed appropriate by either DOE or CCSE..
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ATTACHMENT B:
Special Terms and Conditions between DOE and CCSE for the Rooftop Solar Challenge
SPECIAL TERMS AND CONDITIONS
Table of Contents
Number Subject
Paee
1. RESOLUTION OF CONFLICTING CONDITIONS ....................................................................................................16
2.AWARD AGREEMENTTERMS AND CONDITIONS ................................................................................................16
3.ELECTRONIC AUTHORIZATION OF AWARD DOCUMENTS ........................................................................ ...........16
4.AWARD PROJECT PERIOD AND BUDGET PERIOD .................................................................................... ...........16
S.PAYMENT PROCEDURES -ADVANCES THROUGH THE AUTOMATED STANDARD APPLICATION FOR PAYMENTS
(ASAP) SYSTEM .......................................................................................................................................... ...........17
6.INCREMENTAL FUNDING AND MAXIMUM OBLIGATION ......................................................................... ...........17
7.COST SHARING ....................................................................................................................................... ...........17
S.REBUDGETING AND RECOVERY OF INDIRECT COSTS ............................................................................... ...........18
9.FINANCING RESTRICTIONS ...................................................................................................................... ...........18
lO.USE OF PROGRAM INCOME .................................................................................................................. ...........19
11.FINAL INCURRED COST AUDIT .............................................................................................................. ...........19
12.STATEMENT OF FEDERAL STEWARDSHIP .............................................................................................. ...........19
13.STATEMENT OF SUBSTANTIAL INVOLVEMENT ...................................................................................... ...........19
14.517E VISITS ............................................................................................................................................ ...........20
15.REPORTING REQUIREMENTS ................................................................................................................ ...........20
16.PUBLICATIONS ...................................................................................................................................... ...........20
17.FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS ............................................................................. ...........21
18.INTELLECTUAL PROPERTY PROVISIONS AND CONTACT INFORMATION ................................................ ...........21
19.LOBBYING PROHOBITIONS ................................................................................................................... ...........22
20.NOTICE REGARDING THE PURCHASE OFAMERICAN-MADE EQUIPMENT AND PRODUCTS --SENSE OF
C O N G R E 55 ................................................................................................................................................. ...........23
21.INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP ..................................................................................... ...........23
22.REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION ............................................................... ............23
23.CENTRAL CONTRACTOR REGISTRATION AND UNIVERSAL IDENTIFIER REQUIREMENTS ....................... ............27
24.NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS ..................................................... ............29
25.REOPENER TERM -PENDING INDIRECT RATES -FINANCIAL ASSISTANCE ............................................ ............29
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1. RESOLUTION OF CONFLICTING CONDITIONS
Any apparent inconsistency between Federal statutes and regulations and the terms and
conditions contained in this award must be referred to the DOE Award Administrator for
guidance.
2. AWARD AGREEMENT TERMS AND CONDITIONS
This award/agreement consists of the Assistance Agreement, plus the following:
a. Special Terms and Conditions.
b. Attachments:
Attachment Number Title
1. Intellectual Property Provisions (incorporated by_reference for a recipient
who uses the Research Terms & Conditions shown in paragraph 2.e.)
2. Statement of Project Objectives
3. Federal Assistance Reporting Checklist and Instructions
4. Budget Information (SF 424A)
c. Applicable program regulations
d. DOE Assistance Regulations, 10 CFR Part 600 at http://ecfr.gpoaccess.gov.
e. Application/proposal as approved by DOE.
f. National Policy Assurances to Be Incorporated as Award Terms in effect on date of
award at htto://energv.gov/management/downloads/national-oolicy-assurances-be-
incorporated-award-terms
3. ELECTRONIC AUTHORIZATION OF AWARD DOCUMENTS
Acknowledgement of award documents by the Recipient's authorized representative
through electronic systems used by the Department of Energy, specifically FedConnect,
constitutes the Recipient's acceptance of the terms and conditions of the award.
Acknowledgement via FedConnect by the Recipient's authorized representative
constitutes the Recipient's electronic signature.
4. AWARD PROJECT PERIOD AND BUDGET PERIOD
The Project Period for this award is 02/22/2012 through 02/21/2013, consisting of the
following Budget Periods:
Budget Period Start Date End Date
1 02/22/2012 02/21/2013
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5. PAYMENT PROCEDURES -REIMBURSEMENT THROUGH THE AUTOMATED STANDARD
APPLICATION FOR PAYMENTS (ASAP) SYSTEM
Method of Pavment. Payment will be made by reimbursement through the Department
of Treasury's ASAP system.
b. Requesting Reimbursement. Requests for reimbursements must be made through the
ASAP system. Your requests for reimbursement should coincide with your normal billing
pattern, but not more frequently than every two weeks. Each request must be limited
to the amount of disbursements made for the Federal share of direct project costs and
the proportionate share of allowable indirect costs incurred during that billing period.
c. Adiustina Pavment requests for available cash. You must disburse any funds that are
available from repayments to and interest earned on a revolving fund, program income,
rebates, refunds, contract settlements, audit recoveries, credits, discounts, and interest
earned on any of those funds before requesting additional cash payments from DOE.
d. Payments. All payments are made by electronic funds transfer to the bank account
identified on the ASAP Bank Information Form that you filed with the U.S. Department
of Treasury.
6. INCREMENTAL FUNDING AND MAXIMUM OBLIGATION
This award is funded on an incremental basis. The maximum obligation of DOE is limited to
the amount shown on Assistance Agreement Cover Page. You are not obligated to continue
performance of the project beyond the total amount obligated and your pro rata share of
the project costs, if cost sharing is required. Additional funding is contingent upon the
availability of appropriated funds and substantial progress towards meeting the objectives
of the award.
COST SHARING
a. Total Estimated Project Cost is the sum of the Federal Government share and Recipient
(GCSE) share of the estimated project costs. The Recipient's cost share must come from
non-Federal sources unless otherwise allowed by law. By accepting Federal funds under
this award, you agree that you are liable for your percentage share of total allowable
project costs, on a budget period basis, even if the project is terminated early or is not
funded to its completion. This cost is shared as follows:
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Budget Period DOE Cost Share Recipient Cost Total Estimated
$ / % Share Costs
$ / %
1 $700,001 / 90% $77,810 / 10% $777,811
Total Project $700,001 $77,810 $777,811
b. If you discover that you may be unable to provide cost sharing of at least the amount
identified in paragraph a. of this term, you should immediately provide written
notification to the DOE Award Administrator, indicating whether you will continue or
phase out the project. If you plan to continue the project, the notification must describe
how replacement cost sharing will be secured.
c. You must maintain records of all project costs that you claim as cost sharing, including
in-kind costs, as well as records of costs to be paid by DOE. Such records are subject to
audit.
d. Failure to provide the cost sharing required by this term may result in the subsequent
recovery by DOE of some or all the funds provided under the award.
8. REBUDGETING AND RECOVERY OF INDIRECT CO5T5
a. If actual allowable indirect costs are less than those budgeted and funded under the
award, you may use the difference to pay additional allowable direct costs during the
project period. If at the completion of the award the Government's share of total
allowable costs (i.e., direct and indirect), is less than the total costs reimbursed, you
must refund the difference.
b. Recipients are expected to manage their indirect costs. DOE will not amend an award
solely to provide additional funds for changes in indirect cost rates. DOE recognizes that
the inability to obtain full reimbursement for indirect costs means the Recipient must
absorb the underrecovery. Such underrecovery may be allocated as part of the
organization's required cost sharing.
9. FINANCING RESTRICTIONS
Financing activities associated with this award are for the purposes of increasing
distributed photovoltaic market activity in models other than self-financed ownership by
enabling direct financing options, community solar programs, and/or utility-owned
distributed generation and resolving legal issues around third party ownership models.
Recipient is restricted from using award funds or recipient cost share to provide funding,
loans, or direct support to finance solar technology installations.
For this award, DOE has made a final determination for all financing activities under this
award that are listed in the Statement of Project Objectives (SOPO) formally approved by
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DOE through incorporation into and attached to the award. You may proceed with the
financing activities as described in the SOPO. If you. later add to or modify the financing
activities in the above-referenced SOPO, you must submit the revised SOPO to the DOE
.Project Officer. Those additions or modifications are subject to review and approval by the
DOE'S Contracting Officer. Should you move forward with activities that are not
authorized for Federal funding by the DOE Contracting Officer in advance of the final
approval, you are doing so at risk of not receiving Federal funding and such costs may not
be recognized as allowable cost share.
10. USE OF PROGRAM INCOME
If you earn program income during the project period as a result of this award, you may add
the program income to the funds committed to the award and-used to further eligible
project objectives.
11. FINAL INCURRED COST AUDIT
In accordance with 10 CFR 600, DOE reserves the right to initiate a final incurred cost audit
on this award. If the audit has not been performed or completed prior to the closeout of
the award, DOE retains the right to recover an appropriate amount after fully considering
the recommendations on disallowed costs resulting from the final audit.
12. STATEMENT OF FEDERAL STEWARDSHIP
DOE will exercise normal Federal stewardship in overseeing the project activities performed
under this award. Stewardship activities include, but are not limited to, conducting site
visits; reviewing performance and financial reports; providing technical assistance and/or
temporary intervention in unusual circumstances to correct deficiencies which develop
during the project; assuring compliance with terms and conditions; and reviewing technical
performance after project completion to ensure that the award objectives have been
accomplished.
13. STATEMENT OF SUBSTANTIAL INVOLVEMENT
The Rooftop Solar Challenge to eliminate market barriers and reduce non-hardware balance
of system costs is a critical element in the SunShot Initiative and is intended to make
significant contributions in support of achieving DOE'S goals and objectives. To that end,
DOE will be substantially involved in monitoring the work performed under this award and
ensuring that all activities performed by the Awardee and its PARTICIPANTS advance the
achievement of programmatic goals and objectives. In that regard, DOE will coordinate
with the Awardee to identify and negotiate direction or redirection of work performed
under this award. DOE will foster collaboration and coordination among other Rooftop
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Solar Challenge award recipients and other entities such as the National Renewable Energy
Laboratory.
DOE will review quarterly performance and financial progress of the Awardee's work to
assess the extent to which the work performed satisfies the SunShot Initiative and Solar
Energy Technology program goals and objectives.
14. SITE VISITS
DOE's authorized representatives have the right to make site visits at reasonable times to
review project accomplishments and management control systems and to provide technical
assistance, if required. You must provide, and must require your subrecipients to provide,
reasonable access to facilities, office space, resources, and assistance for the safety and
convenience of the government representatives in the performance of their duties. All site
visits and evaluations must be performed in a manner that does not unduly interfere with
or delay the work.
15. REPORTING REQUIREMENTS
a. Requirements. The reporting requirements for this award are identified on the Federal
Assistance Reporting Checklist, DOE F 4600.2, attached to this award. Failure to comply
with these reporting requirements is considered a material noncompliance with the
terms of the award. Noncompliance may result in withholding of future payments,
suspension or termination of the current award, and withholding of future awards. A
willful failure to perform, a history of failure to perform, or unsatisfactory performance
of this and/or other financial assistance awards, may also result in a debarment action
to preclude future awards by Federal agencies.
b. Dissemination of scientific/technical reports. Scientific/technical reports submitted
under this award will be disseminated on the Internet via the DOE Information Bridge
(www.osti.~ov/bride), unless the report contains patentable material, protected data
or SBIR/STIR data. Citations for journal articles produced under the award will appear
on the DOE Energy Citations Database (www.osti.aov/enersycitations).
c. Restrictions. Reports submitted to the DOE Information Bridge must not contain any
Protected Personal Identifiable Information (PII), limited rights data (proprietary data),
classified information, information subject to export control classification, or other
information not subject to release.
16. PUBLICATIONS
a. You are encouraged to publish or otherwise make publicly available the results of the
work conducted under the award.
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b. An acknowledgment of DOE support and a disclaimer must appear in the publication of
any material, whether copyrighted or not, based on or developed under this project, as
follows:
Acknowledgment: "This material is based upon work supported by the Department
of Energy [add name(s) of other agencies, if applicable] under Award Number(s)
[enter the award number(s)]."
Disclaimer: "This report was prepared as an account of work sponsored by an
agency of the United States Government. Neither the United States Government
nor any agency thereof, nor any of their employees, makes any warranty, express or
implied, or assumes any legal liability or responsibility for the accuracy,
completeness, or usefulness of any information, apparatus, product, or process
disclosed, or represents that its use would not infringe privately owned rights.
Reference herein to any specific commercial product, process, or service by trade
name, trademark, manufacturer, or otherwise does not necessarily constitute or
imply its endorsement, recommendation, or favoring by the United States
Government or any agency thereof. The views and opinions of authors expressed
herein do not necessarily state or reflect those of the United States Government or
any agency thereof."
17. FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS
You must obtain any required permits and comply with applicable federal, state, and
municipal laws, codes, and regulations for work performed under this award.
18. INTELLECTUAL PROPERTY PROVISIONS AND CONTACT INFORMATION
a. The intellectual property provisions applicable to this award are provided as an
attachment to this award or are referenced in the Assistance Agreement. A list of all
intellectual property provisions may be found at: http://enerRV.&ov/~c/standard-
intellectual-propertv-ip-provisions-financial-assistance-awards
b. Questions regarding intellectual property matters should be referred to the DOE Award
Administrator identified and the Patent Counsel designated as the service provider for
the DOE office that issued the award. The IP Service Providers List is found at:
http•//enersy Gov/~c/downloads/intellectual-propertv-ip-service-providers-acouisition-
and-assistance-transactions (Note: See the correct phone number for the Golden Field
Office IP Provider below.)
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The IP Service Provider for the Golden Field Office is Julia Moody who may be reached
at iulia.moody@eo.doe.eov or 720-356-1699.
19. LOBBYING PROHOBITIONS
By accepting funds under this agreement, the recipient agrees that it will comply with the
National Policy Assurances and the applicable lobbying prohibition provisions of the
following national policies located at:
http~//enerav eov/sites/prod/files/National Policy Assurances-September %202011.pdf,
as well as applicable cost principals contained in 2 CFR 230.5-50, 48 CFR 31.205-22 and 2
CFR 225.5-55. Additionally, the lobbying prohibitions contained in 10 CFR 601 also apply.
Pursuant to the above authorities, no award funds, whether Federal or recipient cost share,
may be expended by the recipient for any of the following activities:
Any attempt to influence a jurisdiction, or an official of any government, to favor, adopt, or
oppose, by vote or otherwise, any legislation, law, ratification, policy, or appropriation,
whether before or after the introduction of any bill, measure, or resolution proposing such
legislation, law, ratification, policy, or appropriation through direct contact or
communication, or by using publicity or propaganda urging members ofthe general public,
or any segment thereof, to contribute to, or participate in any, campaign, rally, or similar
effort.
Any attempt to influence an officer or employee of any agency, a member or employee of
Congress, in connection with the awarding of any Federal contract grant, cooperative
agreement or loan; or the extension, continuation, renewal, amendment, or modification of
any Federal contract, grant, loan, or cooperative agreement.
The above prohibitions do not prohibit the recipient from expending any federal funds on
the following:
Technical and factual presentations on topics directly related to the performance of a grant,
contract, or other agreement in response to a documented request made by the recipient
member, legislative body or subdivision, or a cognizant staff member thereof, provided
such information is readily obtainable and can be readily put in deliverable form, and
further provided that costs under this section for travel, lodging or meals are unallowable
unless incurred to offer testimony at a regularly scheduled Congressional hearing pursuant
to a written request for such presentation made by the Chairman or Ranking Minority
Member of the Committee or Subcommittee conducting such hearings;
Outreach activities directed at stakeholders including, local developers, permitting bodies,
local utilities, trade groups and other stakeholders to gather information and establish best
practices.
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20. NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS
-- SENSE OF CONGRESS
It is the sense of the Congress that, to the greatest extent practicable, all equipment and
products purchased with funds made available under this award should be American-made.
21. INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP
a. You shall immediately notify the DOE of the occurrence of any of the following events:
(i) you or your parent's filing of a voluntary case seeking liquidation or reorganization
under the Bankruptcy Act; (ii) your consent to the institution of an involuntary case
under the Bankruptcy Act against you or your parent; (iii) the filing of any similar
proceeding for or against you or your parent, or your consent to the dissolution,
winding-up or readjustment of your debts, appointment of a receiver, conservator,
trustee, or other officer with similar powers over you, under any other applicable state
or federal law; or (iv) your insolvency due to its inability to pay debts generally as they
become due.
b. Such notification shall be in writing and shall: (i) specifically set out the details of the
occurrence of an event referenced in paragraph (a); (ii) provide the facts surrounding
that event; and (iii) provide the impact such event will have on the project being funded
by this award.
c. Upon the occurrence of any of the four events described in paragraph a. of this
provision, DOE reserves the right to conduct a review of your award to determine your
compliance with the required elements of the award (including such items as cost share,
progress towards technical project objectives, and submission of required reports). If
the DOE review determines that there are significant deficiencies or concerns with your
performance under the award, DOE reserves the right to impose additional
requirements, as needed, including (i) change of payment method; or (ii) institute
payment controls.
d. Failure of the Recipient to comply with this provision may be considered a material
noncompliance of this financial assistance award by the Contracting Officer.
22. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION
a. Reporting offirst-tier subawards.
1. Applicability. Unless you are exempt as provided in paragraph d. of this award term,
you must report each action that obligates $25,000 or more in Federal funds that does
not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery
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and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see
definitions in paragraph e. of this award term).
2. Where and when to report.
i. You must report each obligating action described in paragraph a.1. of this
award term to http://www.fsrs.sov .
ii. For subaward information, report no later than the end of the month
following the month in which the obligation was made. (For example, if the
obligation was made on November 7, 2010, the obligation must be reported by
no later than December 31, 2010.)
3. What to report. You must report the information about each obligating action that
the submission instructions posted at htto://www.fsrs.aov specify.
b. Reporting Total Compensation of Recipient Executives.
1. Applicability and what to report. You must report total compensation for each of your
five most highly compensated executives for the preceding completed fiscal year, if
i. The total Federal funding authorized to date under this award is $25,000 or
more;
ii. In the preceding fiscal year, you received;
(A) 80 percent or more of your annual gross revenues from Federal procurement
contracts (and subcontracts) and Federal financial assistance subject to the
Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal procurement
contracts (and subcontracts) and Federal financial assistance subject to the
Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
iii. The public does not have access to information about the compensation of
the executives through periodic reports filed under section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986. (To determine if the public has access to the
compensation information, see the U.S. Security and Exchange Commission total
compensation filings at http•//www sec.gov/answers/execomo.htm )
2. Where and when to report. You must report executive total compensation described
in paragraph b.l. of this award term:
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i. As part of your registration profile at htto://www.ccr.ROV.
ii. By the end of the month following the month in which this award is made, and
annually thereafter.
c. Reporting of Total Compensation of Subrecipient Executives.
1. Applicability and what to report. Unless you are exempt as provided in paragraph d.
of this award term, for each first-tier Subrecipient under this award, you shall report the
names and total compensation of each of the subrecipient's five most highly
compensated executives for the subrecipient's preceding completed fiscal year, if;
i. In the subrecipient's preceding fiscal year, the Subrecipient received;
(A) 80 percent or more of its annual gross revenues from Federal procurement
contracts (and subcontracts) and federal financial assistance subject to the
Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal procurement
contracts (and subcontracts), and Federal financial assistance subject to the
Transparency Act (and subawards); and
ii. The public does not have access to information about the compensation of the
executives through periodic reports filed under section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986. (To determine if the public has access to the
compensation information, see the U.S. Security and Exchange Commission total
compensation filings at http://www.sec.eov/answers/execomp.htm )
2. Where and when to report. You must report Subrecipient executive total
compensation described in paragraph c.l. of this award term:
i. To the recipient.
ii. By the end of the month following the month during which you make the
subaward. For example, if a subaward is obligated on any date during the month
of October of a given year (i.e., between October 1 and 31), you must report any
required compensation information of the Subrecipient by November 30 of that
year.
d. Exemptions
If, in the previous tax year, you had gross income, from all sources, under $300,000, you
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are exempt from the requirements to report:
i. Subawards and;
ii. The total compensation of the five most highly compensated executives of any
subrecipient.
e. Definitions. For purposes of this award term:
1. Entity means all of the following, as defined in 2 CFR Part 25:
i. A Governmental organization, which is a State, local government, or Indian
tribe;
ii. A foreign public entity;
iii. A domestic or foreign nonprofit organization;
iv. A domestic or foreign for-profit organization;
v. A Federal agency, but only as a subrecipient under an award or subaward to a
non-Federal entity.
2. Executive means officers, managing partners, or any other employees in management
positions.
3. Subaward:
i. This term means a legal instrument to provide support for the performance of
any portion of the substantive project or program for which you received this
award and that you as the recipient award to an eligible subrecipient.
ii. The term does not include your procurement of property and services needed
to carry out the project or program (for further explanation, see Sec. _ .210 of
the attachment to OMB Circular A-133, Audits of States, Local Governments, and
Non-Profit Organizations).
iii. A subaward may be provided through any legal agreement, including an
agreement that you or a subrecipient considers a contract.
4. Subrecipient means an entity that:
i. Receives a subaward from you (the recipient) under this award; and
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ii. Is accountable to you for the use of the federal funds provided by the
subaward.
5. Total compensation means the cash and noncash dollar value earned by the executive
during the recipient's or subrecipient's preceding fiscal year and includes the following
(for more information see 17 CFR 229.402(c)(2)):
i. Salary and bonus.
ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar
amount recognized for financial statement reporting purposes with respect to
the fiscal year in accordance with the Statement of Financial Accounting
Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.
iii. Earnings for services under non-equity incentive plans. This does not include
group life, health, hospitalization or medical reimbursement plans that do not
discriminate in favor of executives, and are available generally to all salaried
employees.
iv. Change in pension value. This is the change in present value of defined benefit
and actuarial pension plans.
v. Above-market earnings on deferred compensation which is not tax-qualified.
vi. Other compensation, if the aggregate value of all such other compensation
(e.g. severance, termination payments, value of life insurance paid on behalf of
the employee, perquisites or property) forthe executive exceeds $10,000.
23. CENTRAL CONTRACTOR REGISTRATION AND UNIVERSAL IDENTIFIER REQUIREMENTS
A. Requirement for Central Contractor Registration (CCR)
Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient
must maintain the currency of your information in the CCR until you submit the final
financial report required under this award or receive the final payment, whichever is later.
This requires that you review and update the information at least annually after the initial
registration, and more frequently if required by changes in your information or another
award term.
B. Requirement for Data Universal Numbering System (DUNS) Numbers
If you are authorized to make subawards under this award, you:
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1. Must notify potential subrecipients that no entity (see definition in paragraph C of
this award term) may receive a subaward from you unless the entity has provided its
DUNS number to you.
2. May not make a subaward to an entity unless the entity has provided its DUNS
number to you.
C. Definitions
For purposes of this award term:
1. Central Contractor Registration (CCR) means the Federal repository into which an
entity must provide information required for the conduct of business as a recipient.
Additional information about registration procedures may be found at the CCR Internet
site (currently at http://www.ccr.ROV).
2. Data Universal Numbering System (DUNS) number means the nine-digit number
established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify business
entities. A DUNS number may be obtained from D&B by telephone (currently 866-705-
5711) or the Internet (currently at http://fedROV.dnb.com/webform ).
3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR
Part 25, subpart C:
a. A Governmental organization, which is a State, local government, or Indian Tribe;
b. A foreign public entity;
c. A domestic or foreign nonprofit organization;
d. A domestic or foreign for-profit organization; and
e. A Federal agency, but only as a subrecipient under an award or subaward to a non-
Federal entity.
4. subaward:
a. This term means a legal instrument to provide support for the performance of any
portion of the substantive project or program for which you received this award and
that you as the recipient award to an eligible subrecipient.
b. The term does not include your procurement of property and services needed to
carry out the project or program (for further explanation, see Sec. _.210 of the
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attachment to OMB Circular A-133, Audits of States, Local Governments, and Non-
profit Organizations).
c. A subaward may be provided through any legal agreement, including an agreement
that you consider a contract.
5. Subrecipient means an entity that:
a. Receives a subaward from you under this award; and
b. Is accountable to you for the use of the Federal funds provided by the subaward.
24. NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS
For this award, DOE has made a final NEPA determination for all activities under this award
that are listed in the Statement of Project Objectives (SOPO) formally approved by DOE
through incorporation into and attached to the award. You (Recipient) may proceed with
the activities as described in the SOPO. This NEPA determination is specific to the project as
described in the SOPO formally approved by DOE through incorporation into and attached
to the award.
If you later add to or modify the activities in the above-referenced SOPO, you must submit
the revised SOPO to the DOE Project Officer. Those additions or modifications are subject to
review by the NEPA Compliance Officer and approval by the DOE's Contracting Officer.
Recipients are restricted from taking any action using Federal funds, which would have an
adverse effect on the environment or limit the choice of reasonable alternatives prior to
DOE providing a final NEPA determination. Any new activities or modification of activities is
subject to additional NEPA review and is not authorized for federal funding until DOE
provides a NEPA determination on those additions or modifications. DOE may require the
Recipient to submit additional information to support a revised NEPA determination.
Should you move forward with activities that are not authorized for Federal funding by the
DOE Contracting Officer in advance of the final NEPA determination, you are doing so at risk
of not receiving Federal funding and such costs may not be recognized as allowable cost
share.
25. REOPENER TERM -PENDING INDIRECT RATES- FINANCIAL ASSISTANCE
(a) At the time the total budget cost for this award was established, agreement could not
be reached on indirect rates. However, agreement was reached on a total estimated
budget cost that includes a dollar amount for indirect costs and this amount is subject to
adjustment in accordance with the provisions of this term and other administrative
provisions of the award.
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(b) Within 90 days from 2/12/2012, you shall submit an indirect rate proposal to the
Contracting Officer and Cognizant Auditor for determination of a provisional billing rate.
(c) If the approved provisional billing rates result in amounts for indirect costs that are
substantially lower the amount budgeted, you agree to commence negotiations to
revise the budget and the total estimated cost for this award.
(d) Should you fail to submit the information in paragraph (b), or should there be no
agreement as to the amount of the adjustment contemplated by this term, then the
Contracting Officer may make a unilateral determination and modify the award
accordingly.
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ATTACHMENT C: DOE Intellectual Property Provisions
Intellectual Property Provisions (NRD-1003)
Nonresearch and Development
Nonprofit organizations are subject to the intellectual property requirements at 10 CFR
600.136(a), (c) and (d). All other organizations are subject to the intellectual property
requirements at 10 CFR 600.136(a) and (c).
600.136 Intangible property.
(a) Recipients may copyright any work that is subject to copyright and was
developed, or for which ownership was purchased, under an award. DOE reserves a
royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise
use the work for Federal purposes, and to authorize others to do so.
(c) DOE has the right to:
(1) Obtain, reproduce, publish or otherwise use the data first produced under an
award; and
(2) Authorize others to receive, reproduce, publish, or otherwise use such data
for Federal purposes.
(d) In addition, in response to a Freedom of Information act (FOIA) request for
research data relating to published research findings produced under an award that
were used by the Federal Government in developing an agency action that has the
force and effect of law, the DOE shall request, and the recipient shall provide, within
a reasonable time, the research data so that they can be made available to the public
through the procedures established under the FOIA. If the DOE obtains the research
data solely in response to a FOIA request, the agency may charge the requester a
reasonable fee equaling the full incremental cost of obtaining the research data. This
fee should reflect the costs incurred by the agency, the recipient, and applicable
subrecipients. This fee is in addition to any fees the agency may assess under the
FOIA (5 U.S.C. 552(a)(4)(A)).
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ATTACHMENT D: SAMPLE INVOICE
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CALIFORNIA CENTER FOR SUSTAINABLE ENERGY
SunShot Partner Expense Reimbursement Form
Partner Name: City of Pasadena Date:
Contact
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RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA (1) APPROVING A $22,209 AGREEMENT
WITH THE CALIFORNIA CENTER FOR SUSTAINABLE
ENERGY FOR PARTICIPATION IN THE SOUTHERN
CALIFORNIA ROOFTOP SOLAR CHALLENGE, (2)
APPROPRIATING $2,600 OF GRANT FUNDS INTO THE
"CITY STAFF SERVICES' BUDGET CATEGORY OF THE
ENERGY CONSERVATION FUND FOR FISCAL YEAR 2012,
AND (3) AUTHORIZING THE CITY MANAGER TO
EXECUTE ALL DOCUMENTS IN CONJUNCTION WITH
IMPLEMENTING THE AGREEMENT
WHEREAS, the Department of Energy (DOE) SunShot Initiative is a national initiative
to make solar energy technologies cost-competitive with other forms of energy; and
WHEREAS, the Initiative's latest grant solicitation offered funds to local governments
and regional partners in order to significantly reduce the administrative or "soft" costs associated
with solar photovoltaic (PV) systems; and
WHEREAS, the City of Chula Vista partnered with the California Center for Sustainable
Energy and 11 other jurisdictions to develop the "Southern California Rooftop Solar Challenge"
proposal in response to the DOE grant solicitation; and
WHEREAS, the Southern California Rooftop Solar Challenge was subsequently awarded
grant funds, administered through the California Center for Sustainable Energy, from the
Department of Energy to focus on four action areas (permitting, zoning, interconnection, &
financing) that will be critical for solar market growth in the region; and
WHEREAS, the grant funds provide up to $22,209 (based on population size) to the City
of Chula Vista to support staff time to participate in regional working groups centered on the
four focus areas; and
WHEREAS, the project will allow the City to more effectively identify current
administrative barriers encountered by local residents and businesses interested in installing solar
PV arrays; and
WHEREAS, the Southern California Roofop Solar Challenge supports Chula Vista's
greenhouse gas emission reduction efforts and specifically helps to implement the City Council-
approved Climate Mitigation Measure #5.
NOW, THEREFORE, the City Council of the City of Chula Vista does hereby resolve
that it:
Approves the $22,209 agreement with the California Center for Sustainable
Energy to participate in the Southern California Rooftop Solar Challenge,
5-38
Resolution No.
Page 2
2. Appropriates $2,600 of grant funds into the "City Staff Services" budget
category of the Energy Conservation Fund for Fiscal Year 2012, and
Authorizes the City Manager, or his designee, to execute all
implementing the agreement. ~ ~
Presented by
Richard A. Hopkins t len R.
Director of Public Works ity At
as
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