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HomeMy WebLinkAbout2008/07/15 Item 4 CITY COUNCIL AGENDA STATEMENT ~\'f::.. CITY OF II CHUlA VISTA ITEM TITLE: SUBMITTED BY: REVIEWED BY: SUMMARY July 15,2008 Item 4 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA WAIVING THE FORlvlAL CONSULTANT SELECTION PROCESS AND APPROVING AN AGREEMENT WITH THE SAN DIEGO STATE UNIVERSITY RESEARCH FOUNDA nON IN THE AMOUNT OF ONE HUNDRED EIGHTY TWO THOUSAND FOUR HUNDRED NINETY DOLLARS ($182,490) TO CONDUCT A FEASIBILITY STUDY FOR A DISTRICT ENERGY SYSTEM FOR THE BA YFRONT PROJECT AREA AS PART OF THE SAN DIEGO GAS AND ELECTRIC PARTNERSHIP PROGRAM, AND TRANSFERRING $25,240 FROM STAFF COSTS TO CONSULTANT COSTS WITHIN THE ENERGY CONSERVATION FUND ECONOMIC DEVELOPMENT OFFICERtt-tJ j)-; CITY MANAGER <, r h, r D~~ 4/5THS VOTE: YES ~ NO D Since March of 2006, the National Energy Center for Sustainable Communities (NECSC), a collaboration between the City, San Diego State University and the Gas Technology Institute, have been working to advance responsible use of energy resources through the planning process of major developments throughout Chula Vista. The research provides a road map for Chula Vista to integrate advanced energy practices at the building and community design level in a manner that makes the most of the economic and environmental opportunities. In an effort to further the work of the NECSC, and the broader environmental initiatives of the City of Chula Vista, staff is recommending approval of an additional contract with the San Diego State University Research Foundation to study the feasibility of a district energy system as part of the overall development of the Chula Vista Bayfront utilizing the funding from the San Diego Gas & Electric (SDG&E) Partnership Grant Program administered by the City's Conservation and Environmental Services Department. 4-1 January 15,2008, Item 4 Page 2 of5 ENVIRONMENTAL REVIEW The Environmental Review Coordinator has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the project falls under the statutory exemption pursuant for feasibility and planning studies in accordance with to Section 15262 of the State CEQA Guidelines. Thus, no further environmental review is necessary. RECOMMENDATION That the Council adopt the resolution BOARDS/COMMISSION RECOMMENDATION Not applicable. DISCUSSION The SDG&E Partnership Program (Program) provides funding to develop energy efficiency services for City, commercial and residential facilities. The City receives approximately $731,000 annually from SDG&E for this program. Per the terms of the agreement, this amount is intended to rise to approximately $2 million annually in future program years. A primary goal for the City and SDG&E is more energy efficient developments and reduced energy costs for the residents and occupants of those developments, as well as meeting the City's much broader goals for reducing greenhouse gas emissions. To date, the Program has provided funding to allow for the NECSC to conduct research and analysis for the Creekside Vistas condominiums and the Los Vecinos affordable apartment project. The research analyzed energy, economic and environmental impacts of both planned and alternative building design options for both sites. This approach entailed modeling building envelope energy losses, internal loads, and space conditioning and ventilation for the planned residential structures. An essential aspect of the NECSC mission is the demonstration of technologies, plans, public policies and market-feasible business models for energy- and resource-efficient community development throughout the City of Chula Vista. Through the SDG&E Partnership Program, the NECSC, in conjunction with the San Diego State University Research Foundation (SDSURF), seeks to study the feasibility of integrating a district energy system as part of the Chula Vista Bayfront development. This proposed research project will determine the technical and economic feasibility and environmental benefits of a district energy system. District energy systems produce electricity, hot water, steam and/or chilled water at a central plant and then distribute the energy through underground wires and pipes to adjacent buildings connected to the system. Electricity is used to energize lights, appliances, equipment and machinery, while hot and chilled water and steam are used for space heating and cooling, domestic hot water needs and a variety of commerciall industrial processing uses. District energy systems contribute to community sustainability and security by maximizing the efficient use of a variety of fuels to co-generate and deliver electricity and thermal 4-2 January 15, 2008, Item 4 Page 3 of5 energy, locally. Because district energy thermal networks aggregate and link the heating and cooling requirements of dozens or hundreds of buildings, they create a greater scale of thermal energy use in a community that facilitates fuel flexible solutions at a central plant or plants and allow for thermal storage applications that would not otherwise be functionally or economically feasible on an individual building basis. The project will produce a number of benefits for the City of Chula Vista and its utility partner, San Diego Gas and Electric (SDG&E). Specifically, the project will produce: . A thorough examination of the economic and environmental costs and benefits of a district energy system for the site, with a special focus on greenhouse gas reduction; . A recommendation for an optimal district system that could increase energy reliability, stabilize energy costs, attract new businesses to and raise property values in the site; . An assessment of the impact of a district energy system on peak demand and on future utility distribution planning for the site; . A technical basis from which municipal decision-makers can assess the potential value of including a district energy system in the infrastructure planning for the Bayfront site. Should the system be built, it will provide a state-of-the-art demonstration showcasing renewable and district energy technologies in a unique application that will draw visitors from across the U.S. Finally, the project will provide utility and state regulatory officials additional technical data upon which to assess the value of district energy systems in meeting California's greenhouse gas emission reduction goals under the California Global Warming Solutions Act of2006 (AB32). In an effort to promote the work of the NECSC, the CVRP, and the broader environmental initiatives of the City of Chula Vista, staff is recommending that the City contract with the SDSURF to continue that work and the relationships established with the local, state and federal agencies that have lead to the funding and project successes to date. The SDSURF has developed a detailed plan that will be implemented during the balance of the 2008 calendar year utilizing funding from the San Diego Gas & Electric (SDG&E) Partnership Grant Program administered by the City's Conservation and Environmental Services Department. The SDG&E Partnership Grant Program was adopted by the City on September 19, 2006, and requires staff to provide public education and specific energy services that reduce kilowatt and therm consumption at the local government, commercial and residential level through December 31, 2008. The demonstration projects implemented by Economic Development in cooperation with the National Energy Center project and Conservation and Environmental Services Department are a component of the portfolio of energy programs that are of vital importance to the Energy Commission, SDG&E and other agencies that look to Chula Vista's continued leadership in environmentally and economically sustainable energy practices. 4-3 January 15,2008, Item 4 Page 4 of5 Bidding Process Waiver Chula Vista Municipal Code section 2.56.070 requires that the contracts for all supplies, equipment and services when the estimated cost exceeds $100,000 shall be awarded by the City Council to the lowest responsive and responsible bidder submitting the best bid in accordance with a competitive bidding process. Exceptions to this requirement may be granted where there is a commodity or service available from only one known source as the result of unique performance capabilities, compatibility requirements or market conditions. The competitive bidding requirements may be waived by the City Council when they are impractical, impossible or the city interests would be materially better served by a different procurement process. Staff is recommending that the formal bidding process be waived for the district energy feasibility study as part of the work of the National Energy Center for Sustainable Communities in partnership with the San Diego Gas and Electric Partnership Program. This recommendation is based on the following capabilities that are uniquely being offered to the City by the SDSURF: . The SDSURF, in partnership with San Diego State University is a founding member of the National Energy Center for Sustainable Communities, a joint partnership established through a memorandum of understanding approved by the City Council March 28, 2006, between the City of Chula Vista, San Diego State University and the Gas Technology Institute, which is advancing energy-efficient community development in California - the subject matter of the district energy proposal. . The SDSURF has put together a research team that includes Douglas Newman, the Executive Director of the NECSC, San Diego State University and the Gas Technology Institute, all of whom are founding members of the NECSC, which have successfully designed and managed two previous projects on related subjects for the City of Chula Vista - SDG&E Energy Efficiency Partnership Program. The continuity and consistency that would be provided by the retention ofMr. Newman and GTI builds on the relationships established with local, state and federal agencies through these initial phases of the CVRP. The SDSURF and its affiliated team member's previous participation with the NECSC and the City of Chula Vista projects provides unique knowledge that could not otherwise be obtained from similar consultants. The SDSURF has managed similar projects for the City as part of the Chula Vista Research project and funded by the SDG&E Partnership Program, which will provide insight into the City's environmental programs that would not ordinarily be provided by other consultants. These service capabilities were found to be necessary in order to continue the work of the NECSC, and to promote the environmental initiatives of the City of Chula Vista, and meet the goals and objectives of the SDG&E Partnership Program. DECISION MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently the 500 foot rule found in California Code of Regulations Section 18704.2(a)(I) is not applicable to this decision. 4-4 January 15, 2008, Item 4 Page 5 of 5 FISCAL IMPACT There is no fiscal impact to the General Fund as a result of adopting this recommendation, Approval of the resolution will result in the transfer of $25,240 from the Other Expenses category to the Supplies and Services Category of the Energy Conservation Fund. ATTACHMENTS 1. Agreement between the City of Chula Vista and the San Diego State Research Foundation related to the Chula Vista Bayfront District Energy Feasibility Research Study. Prepared by: Craig Ruiz, Principal Economic Development Specialist 4-5 COUNCIL RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VIST A WAIVING THE FORMAL CONSULT Al'lT SELECTION PROCESS AND APPROVING AN AGREEMENT WITH THE SAN DIEGO STATE UNIVERSITY RESEARCH FOUNDATION IN THE AMOUNT OF ONE HUNDRED EIGHTY TWO THOUSAND FOUR HUNDRED NINETY DOLLARS ($182,490) TO CONDUCT A FEASIBILITY STUDY FOR A DISTRICT ENERGY SYSTEM FOR THE BAYFRONT PROJECT AREA AS PART OF THE SAN DIEGO GAS AND ELECTRIC PARTNERSHIP PROGRAM, AND TRANSFERRING $25,240 FROM STAFF COSTS TO CONSULTANT COSTS WITHIN THE ENERGY CONSERVATION FUND WHEREAS, the City of Chula Vista has been a local government leader in the implementation of sustainable designed community plalming; and WHEREAS, the National Energy Center for Sustainable Communities (NECSC) was founded by the City ofChula Vista, San Diego State University (SDSU), and the Gas Technology Institute (GTI), with the support of the U.S. Department of Energy; and WHEREAS, on September 19, 2006, the City Council accepted the grant for the San Diego Gas & Electric (SDG&E) Partnership Program to provide energy efficiency funding, incentives, infol111ation, training and materials to City, its residents, developers, and South Bay cities in SDG&E's service territory; and WHEREAS, the City seeks to utilize the funding ofthe SDG&E Partnership Program to work with the San Diego State University Research Foundation (SDSURF) to research and detennine the technical and economic feasibility and environmental benefits of a district energy system for the Bayfront Redevelopment Project Area in Chula Vista; and WHEREAS, the SDSURF has put together a project team that includes Douglas Newman, the Executive Director of the NECSe, San Diego State University and the Gas Technology Institute which have successfully designed and managed two previous projects on related subjects for the City of Chula Vista - SDG&E Energy Efficiency Partnership Program; and WHEREAS, staff recommends the City waive the formal consultant selection process outlined in Municipal Code section 2.56.110 because the SDSURF and its subconsultants have previously participated with the NECSC in City projects making it impractical to solicit proposals NOW, THEREFORE BE IT RESOLVED by the City Council of the City ofChula Vista as follows: 1. That it waives the fOI11Jal consultant selection process outlined in Municipal Code section 2.56.110. 4-6 2. That it approves an agreement between the City and the San Diego State University Research Foundation in the amount of One Hundred Eighty Two Thousand Four Hundred Ninety Dollars ($182,490) to conduct a study of the feasibility a district energy system for the Chula Vista Bayfront Redevelopment Project Area. 3. That it transfers $25,240 from Staff Costs to Consultant Costs within the Energy Conservation Fund. Presented by Approved as to form by David R. Garcia City Manager ~. .~ , 'fL"cv O/~C-O~ IYW Bart Miesfeld Interim City Attomey 4-7 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON AFPROV AL BY THE CITY COUNCIL ~e-; ~ ~ Bart C. Miesfeld Interim City Attorney Dated: 1((DIO~ Agreement between City of Chula Vista and San Diego State University Research Foundation for Bayfront Redevelopment Project Area 1/Jo!og Cf, ens - b~ () v-e.r f>\ ~ \Y-\-ed. . WIll p~+D ~C-o f&v ~~>u~ \J,~d'<I- ruopt" 4-8 Agreement between City of Chula Vista and San Diego State University Research Foundation for Professional Services related to the feasibility of a district energy system in the Chula Vista Bayfront Redevelopment Project area This agreement (" Agreement"), dated June 6. , 2008 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph I, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on the attached Exhibit A, Paragraph 4, as Consultant, whose business form is set forth on Exhibit A, Paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, Paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals Whereas, the City of Chula Vista has been a leader in local government in the implementation of sustainable designed community planning; Whereas, the National Energy Center for Sustainable Communities (NECSC) was founded by the City of Chula Vista, San Diego State University (SDSU); and the Gas Technology Institute (GTI), and with the support of the U.S. Department of Energy; and Whereas, the NECSC's mission is to promote healthier and more productive communities by integrating cleaner energy systems and energy-smart planning and design into new development and redevelopment projects; and Whereas, the NECSC executes its mission through collaborative research, demonstration and capacity-building (education and training) initiatives among government agencies, universities, utilities, companies and nongovernmental organizations across the nation; and Whereas, the NECSC is collaborating with government agencies, companies and utilities to create a national demonstration site for energy-smart community development through the ultimate creation of up to 20-30 showcase technology, land use and management practice demonstration sites across the City of Chula Vista; and. Whereas, on September 19, 2006, the City Council accepted the grant for the San Diego Gas & Electric (SDG&E) Partnership Program to provide energy efficiency funding, incentives, information, training and materials to City, its residents, developers, and South Bay cities in SDG&E's service territory; and Page I 4-9 information, training and materials to City, its residents, developers, and South Bay cities in SDG&E's service territory; and Whereas, the City of Chula seeks to utilize the funding of the Partnership Program to work with the San Diego State University Research Foundation in conjunction with the NECSC to research and determine the technical and economic feasibility and environmental benefits of a district energy system for the Bayfront redevelopment site in Chula Vista. (End of Recitals. Next Page starts Obligatory Provisions.) Page 2 4-10 NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence ofthis agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph IO(C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. Page 3 4-11 F. Insurance Consultant must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the perfonnance of the work under the contract and the results of that work by the Consultant, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement of work. The insurance must be maintained for the duration of the contract. Minimum Scope of Insurance Coverage must be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence Fonn CGOOO I). (2) Insurance Services Office Fonn Number CA 0001 covering Automobile Liability, Code I (any auto). (3) Workers' Compensation insurance as required by the State of Cali fomi a and Employer's Liability Insurance. (4) Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability . Minimum Limits ofInsurance Contractor must maintain limits no less than: I. General Liability: (Including operations, products and completed operations, as applicable) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: 4. Professional Liability or Errors & Omissions Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee $1,000,000 each occurrence Page 4 4-12 Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: (I) The City ofChula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf ofthe Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the contractor's insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. (2) The Consultant's General Liability insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. (3) The insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. (4) Coverage shall not extend to any indemnity coverage for the active negligence ofthe additional insured in any case where an agreement to indemnifY the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. (5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: Page 5 4-13 (I) The "Retro Date" must be shown, and must be before the date of the contract or the beginning of the contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract work. (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of contract work. (4) A copy of the claims reporting requirements must be submitted to the City for review. Acceptability ofInsurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Subcontractors Consultants must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants are subject to all of the requirements included in these specifications. G. Security for Performance (I) Performance Bond In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, htto://www.fins.treas.gov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and Page 6 4-14 which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Exhibit A, Paragraph 18. (2) Letter of Credit In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach ofthe terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Exhibit A, Paragraph 18. (3) Other Security In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. H. Business License Consultant agrees to comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives ofthis agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term ofthe agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 9, and with the further understanding that delay in the provision of these materials beyond thirty (30) days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. Page 7 4-15 B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than monthly, on the day ofthe period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph II. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 17(C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 12, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term This Agreement shall terminate December 31, 2008. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. It is acknowledged by both parties that time is ofthe essence in the completion ofthis Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion ofthe respective work assignment or Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate"). Time extensions for delays beyond the Consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect Page 8 4-16 of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's that may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. Page 9 4-17 F. Specific Warranties Against Economic Interests Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 14. Consultant further warrants and represents that no promise offuture employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnifY, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attomeys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions ofthe Consultant, its employees, agents or officers, or any third party. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnifY, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Page 10 4-18 Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. For those professionals who are required to be licensed by the state (e.g. architects, landscape architects, surveyors and engineers), the following indemnification provisions should be utilized: (I) Indemnification and Hold Harmless Agreement With respect to any liability, including but not limited to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services covered under Section 7.2, the Consultant agrees to defend, indemnifY, protect, and hold harmless the City, its agents, officers, or employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. The Consultant's duty to indemnifY, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct ofthe City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligation and duties under Section Exhibit A to this Agreement. (2) Indemnification for Professional Services. As to the Consultant's professional obligation, work or services involving this Project, the Consultant agrees to indemnifY, defend and hold harmless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its agents in the performance of services under this agreement, but this indemnity does not apply liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by City or the agents, servants, or independent contractors who are directly responsible to City, or arising from the active negligence of City. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifYing the effective date thereof at least five (5) days before the effective date of such termination. In that Page II 4-19 event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice oflermination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted ifthere were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifYing the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or notation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any Page 12 4-20 such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. Consultant shall have the right to use materials and data produced during this project for non-commercial research and educational purposes. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out ofthis agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as iffully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms ofthis Agreement. 15. Attorney's Fees Should a dispute arising out ofthis Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City Page 13 4-21 Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman lfthe box on Exhibit A, Paragraph 15 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing LawNenue This Agreement shall be governed by and construed in accordance with the laws ofthe State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City ofChula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. (End of page. Next page is signature page.) Page 14 4-22 JUL-IO-200e 09:50AM FROM-FRONT DeSK T-144 P 002/002 F-029 SignatUre Page to Agreement between City of Chula Vista and San Diego Stale University Research Foundation IN WITNESS WHEREOF, City and Consultant have executed !hi Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: City of Chula Vista By: Cheryl Cox, Mayo Attest: Donna Norris, Acting City Clerk Approved as to form: Bart Miesfeld, Interim City Attorney Dated: By: Gene Stein, ire Development San Diego State University F oundati on , 1/0 for Exhibit List to Agreement (X) Exhibit A (X) Exhibit B - Agreement to Jointly Deliver !he 2006-2008 City of Chu a Vista Energy Efficiency and Conservation Outreach Program between the City Of Chula Vista and San Diego Gas & Electric Company, dated July 25, 2006 ( X ) Exhibit C - N onclisc]osure 4-23 Page 15 Exhibit A to Agreement between City of Chula Vista and San Diego State University Research Foundation 1. Effective Date of Agreement: June 6, 2008 2. City-Related Entity: (X) City ofChula Vista, a municipal chartered corporation of the State of California ( ) Redevelopment Agency of the City ofChula Vista, a political subdivision of the State of California ( ) Industrial Development Authority of the City ofChula Vista, a ("City") 3. Place of Business for City: City ofChula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: San Diego State University Research Foundation 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership ( X ) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 5250 Campanile Drive San Diego, CA 92182-1931 Voice Phone: (619) 594-5731 Page 16 4-24 7. General Duties: District energy systems produce electricity, hot water, steam and/or chilled water at a central plant and then distribute the energy through underground wires and pipes to adjacent buildings connected to the system. Electricity is used to energize lights, appliances, equipment and machinery, while hot and chilled water and steam are used for space heating and cooling, domestic hot water needs and a variety of commerciaVindustrial processing uses. This proposed project will determine the technical and economic feasibility and environmental benefits of a district energy system for the Bayfront Redevelopment Project Area (hereafter "Bayfront Site") in Chula Vista. 8. Scope of Work and Schedule: A. Detailed Scope of Work: Task 1- Acquisition of Site & Building Data Consultant shall work with officials from the City of Chula Vista (hereafter "City") and the Gaylord Entertainment Corporation (hereafter "Gaylord") and Pacifica Companies (hereafter "Pacifica") (hereafter "developers"), to establish the number, type and siting ofthe buildings that will comprise the Bayfront Site and the specific building construction and equipment characteristics of each. This information will be compiled in a draft site description document and submitted for approval by City and developer officials before subsequent tasks are taken. Deliverables: . Document Containing the Approved Site Description Task 2 - Development of Technical Modeling Assumptions for the Gaylord Complex Consultant shall develop a detailed technical modeling assumption manual for the Gaylord Resort and Conference Center (GRCC) building structures and receive City approval prior to the commencement of the computer modeling/simulation work. The manual shall contain all relevant material construction and design assumptions as well as detailed information on internal space conditioning and illumination equipment, systems and plug loads. Consultant shall produce and submit the manual for developer review and City review and approval before it is considered final and used as the basis for structuring the simulation models and subsequent analysis. Successful completion of this task depends on GTI receiving Gaylord Resort and Conference Center architectural and engineering drawings providing necessary information about floor plans layout, envelope geometry and materials as well as the planned HV AC equipment type and configuration. If available, access to the Title-24 compliance calculations for the Gaylord Resort and Conference Center would be important to accelerate the modeling process. Developer review and City review and approval of the Assumption Manual will be necessary before modeling is performed. Page 17 4-25 Deliverables: . Draft and Final GRCC Technical Modeling Assumptions Manual Task 3 - Simulation of GRCC Energy Consumption, Costs & Impacts Consultant shall construct and run DOE2 whole building energy simulations on all structures specified in the approved GRCC technical assumptions manual. Consultant shall construct individual models for all buildings and perform S,760 hourly analyses of energy consumption, utility costs and environmental impacts for these structures. Deliverables: . GRCC data files Task 4 - Documentation of GRCC Simulation Data for District Energy Design Team Consultant shall produce accurate, aggregate energy load profiles for all GRCC structures to the subconsultants listed in Section 16 of this Exhibit A below (along with Consultant, hereafter "District Energy Design Team") for use in defining central plant capacity and distribution system characteristics. Consultant shall analyze the simulation data files and translate the information into summary impact charts and tables for interpretation by the District Energy Design Team. Specific information contained in the document shall include: . Cooling load (kBtulh) . Heating load (kBtulh) . Domestic hot water load (kBtulh) . Electric consumption associated with building cooling and heat rejection (kWlhour) . Natural gas consumption associated with building heating and domestic hot water (kBtulh) . Building total electric consumption (kWIh) . Building total natural gas consumption (kBtulh) . Annual emission of C02, NOx, and SOx associated with consumed energy. . Annual cost of natural gas and electric utilities Deliverables: . GRCC Simulation Data and Analysis Document Task 5 - Selection of Prototypical Buildings for the Pacifica Site Consultant shall select an appropriate set of representative building prototypes that will be the closest approximation of the structures most likely to be built on the Pacifica Residential and Retail (PRR) development site. The selection will be derived from the IS-building prototypes generated by the Chula Vista Research Project for California weather zone #7 (see Appendix C). Consultant shall produce a draft document specifying these prototypes for submission and approval by the City. Consultant shall incorporate the City's comments into the final document. Successful completion of this task depends on Consultant receiving Pacifica Residential and Retail development plans and on developer providing assistance and approval of selected prototypes. If needed, prototypical buildings geometry (footprint, number of floors) will be modified to best match Pacifica Residential and Retail development, however no changes/modifications of building models envelope materials and equipment is planned Page IS 4-26 Deliverables: . PRR Simulation Document Containing Approved Prototypes Task 6 - Simulation of PRR Energy Consumption, Costs & Impacts Consultant shall construct and run DOE2 whole building energy simulations on all structures specified in the approved PRR Simulation document. Consultant shall construct individual models for all buildings and perform 8,760 hourly analyses of energy consumption, utility costs and environmental impacts for these structures. Deliverables: . PRR data files Task 7 - Documentation ofPRR Simulation Data for District Energy Design Team Consultant shall provide to the City accurate, aggregate energy load profiles for all PRR structures to the District Energy Design Team for use in defining central plant capacity and distribution system characteristics. Consultant shall conduct analysis of the raw simulation files and translate the information into summary impact charts and tables for interpretation by the District Energy Design Team. Specific information contained in the document shall include: . Cooling load (kBtulh) . Heating load (kBtu/h) . Domestic hot water load (kBtulh) . Electric consumption associated with building cooling and heat rejection (kWlhour) . Natural gas consumption associated with building heating and domestic hot water (kBtulh) . Building total electric consumption (kW/h) . Building total natural gas consumption (kBtulh) . Annual emission of C02, NOx, and SOx associated with consumed energy . Annual cost of natural gas and electric utijjties Deliverables: . PRR Simulation Data and Analysis Document Task 8 - Selection of Prototypical Community Purpose Facilities Consultant shall select an appropriate set of representative building prototypes that can approximate the community purpose facilities (CPFs) most likely to be built on the Bayfront Site (e.g.: fire station, library, municipal recreation or marina structure). Consultant shall select from the 18-building prototypes generated by the Chula Vista Research Project for California weather zone #7 (see Appendix C). Consultant shall interact with both City officials and their consultants. Consultant shall produce a draft document specifying these prototypes for submission and approval by City officials. Consultant shall incorporate the City's comments into the final document. Deliverables: . CPF Simulation Document Containing Approved Prototypes Page 19 4-27 Task 9 - Simulation of CPF Energy Consumption, Costs & Impacts Consultant shall construct and run DOE2 whole building energy simulations on all structures specified in the approved CPF Simulation document. Consultant shall construct individual models for all buildings and perform 8,760 hourly analyses of energy consumption, utility costs and environmental impacts for these structures. Deliverables: . CPF data files Task 10 - Documentation of CPF Simulation Data for District Energy Design Team Consultant shall provide accurate, aggregate energy load profiles for all CPF structures to the District Energy Design Team for use in defining central plant capacity and distribution system characteristics. Consultant shall conduct analysis of the raw simulation files and translate the information into summary impact charts and tables for interpretation by the District Energy Design Team. Specific information contained in the document will include: . Cooling load (kBtu/h) . Heating load (kBtu/h) . Domestic hot water load (kBtu/h) . Electric consumption associated with building cooling and heat rejection (kWlhour) . Natural gas consumption associated with building heating and domestic hot water (kBtu/h) . Building total electric consumption (kWIh) . Building total natural gas consumption (kBtulh) . Annual emission of C02, NOx, and SOx associated with consumed energy . Annual cost of natural gas and electric utilities Deliverables: . CPF Simulation Data and Analysis Document Task 11- Design of the District Energy System Consultant shall design a technically reliable district energy system for the 200-acre site providing power, heating, domestic hot water and cooling to the GRCC, all surrounding commercial and residential structures and structures associated with the Bayfront Site. Using GTI provided 8760 building loads data, Consultant shall: 11.1 Review and analyze rate tariffs applicable to district energy 11.2 Evaluate alternative distributed generation Combined Heat and Power (CHP) technologies for integration into the system (consider: fuel cells gas turbines, absorption and electric chillers, and thermal storage) 11.3 Based on selected equipment configuration, generate and provide to GTI 8,760 data of the energy supplied to the buildings (electric, cooling, heating) as well as energy consumed on-site (electric and natural gas) as well as annual emissions (C02, SOx, NOx) data for the proposed district plant/facility. 11.4 Prepare layout for chilled water distribution Page 20 4-28 Deliverables: . District Energy System Design for the Bayfront Development Site Task 12 - Evaluation of the District System Economic Feasibility Consultant shall determine the near- and long-term economic feasibility of the district energy system and provide a comparison to the application of conventional energy technologies for the Bayfront Site. Consultant shall: 10.1 Prepare capital cost estimates for the system 10.2 Prepare economic feasibility analysis for the system Deliverables: . Document Describing the Economic Feasibility ofthe Proposed District Energy System Task 13 - Evaluation of District Energy System Utility & Environmental Impacts Consultant shall determine the utility impacts and comparative environmental benefits of the proposed district energy system, including the quantification of C02 and criteria air emissions reduction. Deliverables: . Utility and Environmental Impact Analysis Document Task 14 - Completion and Snbmission of the Final Feasibility Report Consultant shall create and submit the final technical and economic feasibility report to the City. Consultant shall translate the technical detail into text, graphics and other illustrations that render the report intelligible for lay readers. Deliverables: . Final Technical and Economic Feasibility Report B. Date for Commencement of Consultant Services: ( X) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliver abIes: July 31, 2008: July 31, 2008: August 30, 2008: October 31, 2008: December31,2008 Compilation of the engineering modeling assumptions Calculation of energy loads & associated emissions for all structures Initiation of engineering design & economic feasibility analysis Completion of the preliminary findings & presentation to clients/sponsors Completion & submission ofthe final feasibility report Page 21 4-29 D. Date for completion of all Consultant services: No later than December 31, 2008 9. Materials Required to be Supplied by City to Consultant: The City shall deliver to the Consultant development plans for community purpose facilities (CPF) serving the site and on and their approval of selected prototypes. 10. Compensation: A. ( ) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: One Hundred Eighty Two Thousand, Four Hundred Ninety Dollars ($182,490.00), payable as follows: Milestone or Event or Deliverable Amount or Percent of Fixed Fee () 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. (X) Phased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not Page 22 4-30 commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Task Title Fee for Said Task 1. Acquisition of Site & Building Data $ 12,078.00 2. Development of Technical Modeling $ 8,800.00 Assumptions for the Gaylord Complex 3. Simulation ofGRCC Energy $25,300.00 Consumption, Costs & Impacts 4. Documentation ofGRCC Simulation Data $ 1,100.00 for District Energy Design Team 5. Selection of Prototypical Buildings for the $ 6,600.00 Pacifica Site 6. Simulation ofPRR Energy Consumption, $17,600.00 Costs & Impacts 7. Documentation ofPRR Simulation Data $1,100.00 for District Energy Design Team 8. Selection of Prototypical Community $ 5,500.00 Purpose Facilities 9. Simulation ofCPF Energy Consumption, $15,400.00 Costs & Impacts 10. Documentation ofCPF Simulation Data $ 1,100.00 for District Energy Design Team II. Design of the District Energy System $47,732.30 12. Evaluation ofthe District System $15,910.40 Economic Feasibility 13. Evaluation of District Energy System $ 12,078.00 Utility & Environmental Impacts 14. Completion and Submission ofthe Final $ 12,078 Feasibility Report 15 Report Production $113.30 ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set Page 23 4-31 forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. ( ) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours oftime spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) ( ) Not -to -Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Ma.ximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ including all Materials, and other "reimbursables" ("Maximum Compensation"). (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to ("Authorization Limit"), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. Category of Employee Principal Investigator Research Assistant Rate Schedule Name of Consultant Dr. Asfaw Beyene TBD Hourly Rate $ 50.00 $ 16.50 $ $ ( ) Hourly rates may increase by 6% for services rendered after [month], 20_, if delay in providing services is caused by City. Page 24 4-32 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (X) None, the compensation includes all costs. Cost or Rate $ $ $ $ $ $ $ $ $ $ () Reports, not to exceed $ () Copies, not to exceed $ () Travel, not to exceed $ () Printing, not to exceed $ () Postage, not to exceed $ () Delivery, not to exceed $ () Long Distance Telephone Charges, not to exceed $ () Other Actual Identifiable Direct Costs: , not to exceed $ , not to exceed $ 12. Contract Administrators: City: Craig Ruiz, Principal Community Development Specialist City of Chula Vista Community Development Department 276 Fourth Avenue Chula Vista, CA 91910 Consultant: San Diego State University Research Foundation Michele Goetz 5250 Campanile Drive San Diego, CA 92182-1931 619-594-1862 mgoetz@foundation.sdsu.edu 13. Liquidated Damages Rate: ( ) $ ( ) Other: per day. 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict oflnterest Code: ( X) Not Applicable. Not an FPPC Filer. Page 25 4-33 ( ) FPPC Filer ( ) Category No. I. Investments and sources of income. ( ) Category No.2. Interests in real property. ( ) Category No.3. Investments, interest in real property and sources of income subject to the regulatory, permit or licensing authority of the department. ( ) Category No.4. Investments in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. ( ) Category No.5. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the City of Chula Vista (Redevelopment Agency) to provide services, supplies, materials, machinery or equipment. ( ) Category No.6. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the designated employee's department to provide services, supplies, materials, machinery or equipment. ( ) Category No.7. Business positions. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, ifany: N/A 15. ( ) Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: Doug Newman National Energy Center for Sustainable Communities at San Diego State University, San Diego, California Jeff Duncan Jacobs Carter Burgess (JCB/C&B), Los Angeles, California Marek Czachorski, Tim Kingston Gas Technology Institute (GTI) - Des Plaines, Illinois 17. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: (X) Monthly ( ) Quarter! y Page 26 4-34 ( ) Other: B. Day of the Period for submission of Consultant's Billing: ( ) First of the Month ( ) 15th Day of each Month (X) End of the Month ( ) Other: C. City's Account Number: 18. Security for Performance ( ) Performance Bond, $ ( ) Letter of Credit, $ ( ) Other Security: Type: Amount: $ ) Retention. [fthis space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: ( ) Retention Percentage: % ( ) Retention Amount: $ Retention Release Event: ( ) Completion of All Consultant Services ( ) Other: Page 27 4-35 NONDISCLOSURE AGREEMENT In connection with that certain Agreement to Jointly Deliver the 2006-2008 City of Chula Vista Energy Efficiency and Conservation Outreach Program ("Partnership Agreement") between San Diego Gas & Electric Company ("SDG&E") and City of Chula Vista ("Other Party") relating to the implementation of the Program described therein ("Transaction"), SDG&E anticipates disclosing to Other Party, and Other Party may learn of, Confidential Information (as defmed below). Capitalized terms used herein but not defined herein shall have their meanings set forth in the Partnership Agreement. As a condition to such disclosure by SDG&E to each of the Other Party's directors, officers, employees, agents or advisors who have a direct need to access such Confidential Information for the purpose of carrying out the Transaction (collectively "Representatives"), the parties hereby agree as follows: 1. DEFINITION "Confidential Information" shall mean proprietary information concernIng the business, operations and assets of SDG&E, its present and future direct or indirect subsidiaries or affiliates, whether or not prepared in connection with the Transaction, which may include, without limitation, Confidential Customer Information (as defmed in the Partnership Agreement), any business plans, documentation, source code, object code, diagrams, flow charts, research, development, processes, marketing techniques and materials, development or marketing timetables, strategies, development plans, customer, supplier or employee names or information, pricing policies and fmancial and valuation information, and other information of a similar nature whether or not reduced to writing or other tangible form, and any trade secrets, whether or not defmed as ''trade secrets" under the Uniform Trade Secrets Act of California, excludim! information (1) known to Other Party or its Representative prior to obtaining the same from SDG&E; (2) in the public domain at the time of disclosure by Other Party; (3) obtained by Other Party or its Representative from a third party who did not receive same, directly or indirectly, from SDG&E subject to an binding and enforceable nondisclosure agreement; or (4) approved for release by written authorization of an authorized officer of SDG&E. 2. LIMITED USE: NONDISCLOSURE Other Party hereby agrees that it shall use, and shall cause its Representatives to use, the Confidential Information solely for the purpose of carrying out the Transaction, and not in any way detrimental to SDG&E, and that only its Representatives shall have access to the Confidential Information. Other Party shall not, and shall cause its Representatives not to, (i) use the Confidential Information for its or its Representatives' own benefit other than for the limited purposes set forth herein, or (ii) make any copies, backups or abstracts of such Confidential Information, however stored, without first obtaining the prior written consent of SDG&E unless necessary for the implementation or completion of the Transaction. Other Party agrees to use the same degree of care it uses with respect to its own proprietary or confidential information or a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Other Party will keep confidential and not disclose, and shall cause its Representatives to keep confidential and not disclose, the -1- 4-36 Confidential Information to any third party. Other Party shall cause each of its Representatives to become familiar with, and abide by, the terms of this Agreement. 3. COURT OR ADMlNISTRATIVE ORDER Notwithstanding the provisions of Article 2 above, Other Party and its Representatives may disclose any of the Confidential Information in the event, but only to the extent, that, based upon advice of counsel, it is required to do so by the disclosure requirements of any law, rule, or regulation or any order, decree, subpoena or ruling or other similar process of any court, governmental agency or governmental or regulatory authority. Prior to making or permitting any of its Representatives to make such disclosure, Other Party shall provide SDG&E with prompt written notice of any such requirement so that SDG&E (with Other Party's assistance) may seek a protective order or other appropriate remedy. 4. PUBLICITY Without the prior written consent of SDG&E, Other Party shall not, and shall cause its Representatives not to, disclose to any person (i) the fact that the Confidential Information has been made available to Other Party or its Representatives, or (ii) any information regarding the ongoing discussions between the parties, including the fact that such discussions are occurring; provided, however, that Other Party and its Representatives may disclose the information described in clauses (i) and (ii) above if such disclosure is required under any of the circumstances described in Article 3 above, in which case the procedures specified therein with respect to such disclosure shall apply. 5. DOCUMENT RETENTION At any time upon the request of SDG&E, Other Party shall promptly deliver (and return, if applicable) to SDG&E or destroy (with such destruction to be certified to SDG&E) (i) all Confidential Information existing in written form or recorded in any other tangible medium (and all copies, abstracts and backups thereof, however stored) furnished to Other Party or any of its Representatives, (ii) all portions of all documents, instruments, data, reports, plans, specifications, abstracts and media (and all copies, abstracts and backups thereof, however stored) furnished to or prepared by Other Party or any of its Representatives that contain Confidentiallnforrnation, and (iii) all other portions of all documents, instruments, data, reports, plans, specifications, abstracts and media (and all copies, abstracts and backups thereof, however stored) in Other Party's or its Representatives' possession that contain or that are based on or derived from Confidentiallnforrnation. Notwithstanding the foregoing, Other Party may retain one copy of any work product produced by Other Party in the course of carrying out the Transaction for its own archi val records (in which case the other confidentiality obligations contained in this Agreement shall continue to apply) or to comply with any disclosure requirement of any regulatory authority having jurisdiction over the Transaction. 6. SURVIVAL -2- 4 37 Notwithstanding the return or destruction of all or any part of the Confidential Information, the terms of this Agreement shall nevertheless remain in full force and effect with respect to specific Confidential Information until the date that is five (5) years after the date of disclosure of such Confidential Information, except that the terms of this Agreement shall remain in full force and effect with respect to Confidential Customer Information in perpetuity. 7. ASSIGNMENT Other Party may not assign (by operation of law or otherwise) any of its rights or obligations hereunder without the prior written consent of SDG&E. 8. REMEDIES The parties acknowledge that the Confidential Information is valuable and unique, and that damages would be an inadequate remedy for breach of this Agreement and the obligations of Other Party and its Representatives are specifically enforceable. Accordingly, the parties agree that in the event of a breach or threatened breach of this Agreement by Other Party, SDG&E shall be entitled to seek 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 legal or equitable remedy available to SDG&E. 9. NO IMPLIED LICENSES Nothing in this Agreement will be construed as granting any rights to the Other Party, by license or otherwise, to any Confidential Information, except as specifically stated in this Agreement. 10. NONWAIVER It is understood and agreed that no failure or delay by SDG&E in exercising any right, power or privilege available hereunder or under applicable law shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof the exercise of any other such right, power or privilege. 11. ENTIRE AGREEMENT: AMENDMENT This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and may be amended only in writing signed by both parties. This Agreement supersedes any previous confidentiality or nondisclosure agreement or contractual provisions between the parties to the extent they relate to the subject matter hereof. 12. GOVERNING LAW The formation, interpretation and performance of this Agreement shall be governed by the internal laws of the State of California. -3- 4-38_ 13. ATTORNEYS' FEES If any action at law or in equity is brought to enforce Or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover from the unsuccessful party all costs, expenses (including expert testimony) and reasonable attorneys' fees, including allocated costs and fees of in-house counsel, incurred therein by the prevailing party. 14. VENUE AND .JURISDICTION In the event of any litigation to enforce or interpret any terms of this Agreement, the parties agree that such action will be brought in the Superior Court of the County of San Diego, California (or, if the federal courts have exclusive jurisdiction over the subject matter of the dispute, in the U.S. District Court for the Southern District of California), and the parties hereby submit to the exclusive jurisdiction of such courts. 15. NOTICES All notices to be given under this Agreement shall be in writing and either sent by (i) a nationally recognized overnight courier service, in which case notice shall be deemed delivered as of the date shown on the courier's delivery receipt; (ii) telecopy during business hours of the recipient, with a copy of the notice also deposited in the United States mail (postage prepaid) the same business day, in which case notice shall be deemed delivered on transmittal by telecopier provided that a transmission report is generated reflecting the accurate transmission of the notices; or (iii) United States mail, postage prepaid, in which case notice shall be deemed delivered as of two business days after deposit in the mail, addressed as follows: If to SDG&E: San Diego Gas & Electric Company 8306 Century Park Court, CP42D San Diego, CA 92123-1530 Facsimile: (858) 654-0311 Attn: Julie Ricks -4- 4 GO With a copy to: Sempra Energy 10 1 Ash Street San Diego, CA 92101 Facsimile: (619) 696-4670 Attn: General Counsel If Other Party: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 Telephone: 619-409-5870 Facsimile: 619-476-5310 Attn: Michael Meacham These addresses may be changed by written notice to the other Party provided that no notice of a change of address shall be effective until actual receipt of the notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. 16. SAVINGS CLAUSE: EFFECT OF UNIFORM TRADE SECRETS ACT If any provision of this Agreement or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of the Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. In the event of any conflict between any provision hereof and any provision of the Uniform Trade Secrets Act of California, the provision affording the greater degree of protection to the disclosing party shall control. 17. NO REPRESENTATION OR WARRANTY Other Party acknowledges and agrees that neither SDG&E nor any of SDG&E's representatives or agents is making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidentiallnformation disclosed under this agreement, and neither SDG&E nor any of SDG&E' s representatives, agents, officers, directors, employees, stockholders, owners, affiliates or advisors will have any liability to Other Party or any other person resulting from the use of the Confidentiallnformation. Only those representations or warranties that are made to Other Party in the Partnership Agreement, if any, when and as executed. and subject to such limitations and restrictions as may be specified in the Partnership Agreement, will have any legal effect. (Signature page follows) -5- 4-40 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last written below. ::YM~ ~avid . Garcia Name: Approved as to legal form ~A_:""'" cA.. ~ Ann Moore ~ City Attorney Title: Citv Manager Date: \ol~Yol SAN DIEGO GAS & ELECTRIC COMPANY ~ ~~" Name: t:lJdtlf effIt1tg.,/~f f?~;e.~/-#P Approved as to legal form .-. . b . /I1,Q7V,4dtr7Z Title: IM1'I'- 4. S/'AS/I/UJ see.-. ~ {Is/Or p. /. "J (Attorney's initials) Date: ~o/ tf ;z -6- -4- 41 AGREEMENT TO JOINTLY DELIVER THE 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERV A nON OUTREACH PROGRAM BETWEEN CITY OF CHULA VISTA and SAN DIEGO GAS & ELECTRIC COMPANY Dated: July 25,2006 This program is funded by California utility customers under the auspices of the California Public Utilities Commission. 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT .4-42-- . q~fo-d9S- THIS AGREEMENT TO JOINTLY DEUVER THE 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM (the "Agreement"), dated July 25, 2006, is effective as of January 1, 2006 ("Effective Date") by and among SAN DIEGO GAS & ELECTRlC COMPANY ("SDG&E"), and THE CITY OF CHULA VISTA ("City"). SDG&E and City may be referred to herein individually as a "Party" and collectively as the "Parties." RECITALS WHEREAS, on September 22, 2005 the California Public Utilities Commission (the "Commission") in D.05-09-043 authorized certain energy efficiency programs to be delivered to California utility customers for the years 2006 through 2008 and the continuation of programs where local governmental entities partnered with utilities to deliver energy efficiency information and education to utility customers; WHEREAS, SDG&E submitted applications for the implementation of energy efficiency programs which included the 2006-2008 City of Chula Vista Energy Efficiency and Conservation Outreach Program (hereinafter referred to as the "Program"), involving the delivery of energy efficiency funding, incentives, information, training and materials to City, its residents, developers, and South Bay cities in SDG&E's service territory; WHEREAS, the Parties desire to set forth the terms and conditions under which the Program for the 2006 through 2008 program years shall be implemented; NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS 1.1. Agreement: This document and all exhibits attached hereto and incorporated herein, and as amended from time to time. 1.2. AU: The Administrative Law Judge assigned to the Commission's Energy Efficiency Rulemaking (R.01-08-028) or its successor proceeding. 1.3. Amendment: A future document executed by the authorized representatives of all Parties which changes or modifies the terms of this Agreement. 1.4. Authorized Budget: The Commission-approved total for performance of the Authorized Work is $2,193,225.00 as set forth in the Concept Paper. 1.5. Business Day: The period from one midnight to the following midnight, excluding Saturdays, Sundays, and holidays. 2 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT . 4-43-n 1.6. Calendar Day: The period from one midnight to the following midnight, including Saturdays, Sundays, and holidays. Unless otherwise specified, all days in this Agreement are Calendar Days. 1.7. Concept Paper: The Parties' plans for implementing the Program in SDG&E's service territory, approved by the Commission, and is attached hereto and incorporated herein as Exhibit A. 1.8. Contractor: An entity contracting directly or indirectly with a Party, or any subcontractor thereof subcontracting with such Contractor, to furnish services or materials as part of or directly related to such Party's Authorized Work obligations. City's Contractors shall be selected from SDG&E's approved list, where applicable, and shall not include City's contract staff labor for the Program. 1.9. Eligible Customers or Customers: Customers eligible for Program services are SDG&E customers. 1.10. Energy Efficiency Measure (or Measure): As such term is used in the Commission's Energy Efficiency Policy Manual, Version 3, August 2005, a program or measure approved by the Commission to reduce energy consumption (whether electrical energy or gas energy). 1.11. EM&V: Evaluation, Measurement and Verification of the Program pursuant to Commission requirements. 1.12. Gas Surcharge: The funds collected from gas utility ratepayers pursuant to Section 890 et al. of the California Public Utilities Code for public purposes programs, including energy efficiency programs approved by the Commission. 1.13, Program Expenditures: Actual (i.e., no mark-up for profit, administrative or other indirect costs), reasonable expenditures that are directly identifiable to and required for the Authorized Work, up to the amounts budgeted in the Concept Paper's budget worksheets for such Authorized Work. 1.14. Public Goods Charge (pGC): The funds collected from electric utility ratepayers pursuant to Section 381 of the California Public Utilities Code for public purposes programs, including energy efficiency programs approved by the Commission. In addition, all terms used in the singular will be deemed to include the plural, and vice versa. The words "herein," "hereto," and "hereunder" and words of similar import refer to this Agreement as a whole, including all exhibits or other attachments to this Agreement, as the same may from time to time be amended or supplemented, and not to any particular subdivision contained in this Agreement, except as the context clearly requires otherwise. "Includes" or 3 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-44 "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. 2. PURPOSE The Program is funded by California utility ratepayers and is adminisrered by SDG&E under the auspices of the Commission. The purpose of this Agreement is to set forth the terms and conditions under which the Parties will jointly implement the Program. The Program and work authorized pursuant to this Agreement is not carried on for profit. This Agreement is not intended to and does not form any "partnership" within the meaning of the California Uniform Partnership Act of 1994 or otherwise. 3. PROGRAM DESCRIPTION The Energy Efficiency and Conservation Outreach Program ("ECO Program") is being offered by SDG&E and the City. The ECO Program aims to enable City, its residents, developers, and South Bay cities to implement energy efficiency and conservation measures by overcoming existing barriers. South Bay includes City, Coronado, Imperial Beach, National City and unincorporated areas of the San Diego County. The ECO Program also aims to increase public awareness about energy efficiency and conservation through non-traditional education and outreach outlets and channels used by cities and San Die~o County. The ECO Program will enable target customers to implement energy efficiency and conservation measures by overcoming barriers that they face. The target customers and barriers for each customer include: · City of Chula Vista: The City does not have adequate resources to assign dedicated staff to pursue and implement energy efficiency projects on a consistent basis. · Residents: Residents do not have a clear understanding of what programs are available to them and which programs they qualify for. Residents also need face-to- face assistance to access and participate in energy efficiency programs. · Condominium Conversion Developers: Developers do not have the appropriate motivations to enhance the energy efficiency level of condominium conversion projects beyond Title 24 compliance. . South Bay Cities: South Bay cities lack policies, procedures and plans to institutionalize energy efficiency and conservation measures into how they do business. 4. AUTHORIZED WORK 4 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-45 4.1. Scope. The work authorized by the Commission for the Program is set forth in the Concept Paper for the service territory of SDG&E ("Authorized Work") and shall be performed by the Parties pursuant to the terms of this Agreement. 4.2. Objectives. Major objectives ("Objectives") for the Program are as follows: 4.2.1. City Enerl!V Efficient Facilities Showcase Proiect. Reduce the City of Chula Vista's energy use by 5% per year for a cumulative reduction of 15% by 2008 relative to 2005 energy use. 4.2.2. ECO Exhibit Proiect. Increase public awareness by assisting up to 160 people per day, with access to information through the implementation of up to four (4) Eco Exhibits and/or active participation in energy efficiency and conservation programs. 4.2.3. Energv Efficient Housing Proiect. Encourage condominium conversion developers to upgrade the energy efficiency of converted units by committing to complying with applicable Title 24 requirements and by further incorporating measures that go beyond Title 24 requirements by at least 10% or by reducing energy use for each unit by an average of 515 kW-hr and 15 therms per month. At least 500 condominiums per year will be targeted for upgrades for a total of 1,500 energy efficient condominiums by 2008, provided, however, the Parties may agree on a replacement program that would be designed during the program cycle, which design shall require the mutual agreement of both Parties and shall comply with Commission procedures. 4.2.4. Municipal Energv BMPs Education Proiect. Sponsor and coordinate at least four (4) energy efficiency and conservation workshops for cities every year. The goal of the workshop series is to initially assist South Bay cities develop energy action pfans to manage energy. By the fourth workshop, participating cities will have an Energy Action Plan to reduce their energy use. Workshops will be targeted to East County cities in 2007 and North County cities in 2008. The Program shall meet the objectives and goals set forth in the Concept Paper. 5. OBLIGATIONS OF THE PARTIES 5.1. Generallv. Each Party shall perform its Authorized Work obligations within the Authorized Budget and in conformance with the deliverables, schedules (including the Objectives) and the budgets associated with such Authorized Work as set forth in the Concept Paper, and shall furnish the required labor, equipment and material with the degree of skill and care that is required by current professional standards. 5 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-46 5.2. Additional OblilZations of Citv. 5.2.1. City shall obtain the approval of SDG&E when developing Program marketing materials prior to any distribution, publication, circulation or dissemination in any way to the public. In addition, all advertising, marketing or otherwise printed or reproduced material used to implement, refer to or is in any way related to the Program must contain the following language: 'This program is funded by California utility ratepayers and administered by San Diego Gas & Electric Company, under the auspices of the California Public Utilities Commission." 5.2,1. City will communicate regularly with the program representative of SDG&E, and shall advise SDG&E of any problems or delay associated with City's Authorized Work obligations. 5.3. Additional Oblieations of SDG&E. 5.3.1. SDG&E will be actively involved in all aspects of Program delivery. SDG&E will use its reasonable efforts to add value to the Program by dedicating the human resources necessary to implement the Program successfully and providing in-kind services support for the Program's marketing and outreach activities. 5.3.2. SDG&E shall provide, at no cost to the Program, informational and educational materials on SDG&E's statewide and local energy efficiency programs to City to enable City to implement the Program. 5.3.3. SDG&E shall provide a program representative on a part-time basis, who will be the point of contact between City and SDG&E for the Program. 5.4. EM&V. Once the Commission has approved and issued an evaluation, measurement and verification ("EM&V") plan for the Program, such EM&V plan shall be attached to this Agreement as Exhibit B and shall be incorporated herein by this reference. Any subsequent changes or modifications to such EM&V plan by the Commission shall be automatically incorporated into Exhibit B. 6. ADMINISTRATION OF PROGRAM 6.1. Decision-making and Aooroval. 6.1.1. Unless otherwise set forth in this Agreement, the following actions and tasks require unanimous approval of the Parties (which approval may be withheld by each such Party in its sole and absolute discretion): 6 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-47 a. Any action that materially deviates from the Concept Paper. b. Any action that materially impacts the Concept Paper's schedule or the Program. c. Any action that materially impacts the Program's budget set forth in the Concept Paper. d. Selection of any Contractor not previously approved by SDG&E. 6.1.2. Unless otherwise specified in this Agreement, the Parties shall document all material Program decisions, including, without limitation, all actions specified in Section 6.1.1 above, in meeting minutes or, if taken outside a meeting, through written communication, in all cases which shall be maintained in hard copy form on file by the Parties for a period of no less than ten (10) years after the expiration or termination of this Agreement. 6.2. Re!!Ular Meetings. During the Term of this Agreement, the Parties shall meet on a regular basis, which shall occur no less than quarterly, at a location reasonably agreed upon by the Parties, and shall engage in routine weekly communication to review the status of the Program's deliverables, schedules and the budgets, and plan for upcoming Program implementation activities. Any decision-making shall be reached and documented in accordance with the requirements of Section 6.1.2 above. 6.3. Coordinating the Program Activities. Each Party shall be responsible for (i) coordinating the implementation of its Authorized Work obligations with the other Party, and (ii) monitoring the overall progress of the Authorized Work, to ensure that the Program remains on target, (including achieving the Program's energy savings and demand reduction goals), on schedule (including pursuant to the Objectives set forth in Section 4.2), and meets all reporting and other filing requirements. 6.4. Regular Communication. The Parties agree to communicate regularly with the other Parties and to advise the other Party of any problems associated with successful implementation of the Program. 6.5. Coordinating with Other Energy Efficiencv Programs. As applicable, SDG&E shall coordinate with other existing or selected programs (including programs targeting low-income customers) to enhance consistency in incentives and other Program details, minimize duplicative administrative costs and enhance the possibility that programs can be marketed together to avoid duplicative marketing expenditures. All Parties will coordinate with other energy programs to maximize customer satisfaction and energy savings. 6.6. Non-ResDonsibilitv for Other Parties. Notwithstanding anything contained in this Agreement in the contrary, a Party shall not be responsible for the performance or non- performance hereunder of any other Party, nor be obligated to remedy any other Party's defaults or defective performance. 7 2006.2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-48 7. DOUBLE DIPPING PROHIBITED. In perfonning its respective Authorized Work obligations, a Party shall implement the following mechanism and shall take other practicable steps to minimize double-dipping: 7.1. Prior to providing incentives or services to an Eligible Customer, City shall obtain a signed form from such Eligible Customer stating that: 7.1.1. Such Eligible Customer has not received incentives or services for the same measure from any other SDG&E program or from another utility, state, or local program; and 7.1.2. Such Eligible Customer agrees not to apply for or receive incentives or services for the same measure from another utility, state, or local program. City shall keep its Eligible Customer-signed forms for at least ten (10) years after the expiration or tennination of this Agreement. 7.2. City shall not knowingly provide an incentive to an Eligible Customer, or make payment to a Contractor, who is receiving compensation for the same product or service either through another ratepayer funded program, or through any other funding source. 7.3. City represents and warrants that it has not received, and will not apply for or accept, incentives or services for any measure provided for herein or offered pursuant to this Agreement or the Program from any other utility, state or local program. 7.4. The Parties shall take reasonable steps to minimize or avoid the provision of incentives or services for the same measures provided under this Program from another program or other funding source ("double-dipping"). 8. REPORTING 8.1. Reporting Requirements. The Parties shall implement those reporting requirements set forth in Exhibit C attached hereto and incorporated herein by this reference, as approved by the Commission and as the same may be amended from time to time, or until the Commission otherwise requires or issues different or updated reporting requirements for the Program, in which case and at which time such Commission- approved reporting requirements shall replace the requirements set forth in Exhibit C in their entirety. 8.2. Commission Reporting Requirements Manual. All reports shall be submitted in accordance with the requirements of the latest version of the Commission's Reporting Requirements Manual (currently Version 3, August 2005) and any other reporting 8 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-49 protocol established by Commission staff. The Parties shall use their best efforts to provide any additional information as requested by SDG&E or by Commission staff. 9. PAYMENTS 9.1. Authorized Budget. No Party shall be entitled to compensation in excess of the total amounts approved by the Commission in the Authorized Budget for such Party's Authorized Work obligations. However, if SDG&E executes any fund shift in accordance with Section 9.4 below, then each Party shall be entitled to compensation up to, but not exceeding, the Authorized Budget, as revised to reflect such fund shift, for such Party's Authorized Work obligations. 9.2. Program Expenditures. Each Party shall be entitled to spend PGC or Gas Surcharge Program Funds on Program Expenditures incurred by such Party. 9.3. Pavment to Citv. In order for City to be entitled to PGC or Gas Surcharge funds for Program Expenditures: 9.3.1. City shall invoice SDG&E quarterly, in advance and no later than the 15th day of the first calendar month of each calendar quarter, for all reasonable projected Program Expenditures for such quarter ("Quarterly Invoice"), together with all such documentation reasonably required by SDG&E to evidence the calculation of such projected Program Expenditures and all such other documentation required to be attached thereto as described in Section 9.3.2 below. With respect to the quarter in progress at the time of execution of this Agreement, City shall submit, by the 15th day of the month in which such execution occurred (or if such 15th day has passed, then the 15th day of the following month), such Quarterly Invoice for such quarter in progress (together with all such documentation). 9.3.2. At the end of each calendar quarter of the term of this Agreement, City shall provide an accounting of all Program Expenditures that actually incurred by City during the course of such quarter. City shall calculate the difference between the actual Program Expenditures incurred by City during the quarter just passed and the amount advanced by SDG&E under Section 9.3.1 in respect of such quarter. If such actual Program Expenditures incurred by City during such quarter is greater than such amount advanced by SDG&E for such quarter, then City's Quarterly Invoice for the following calendar quarter shall include a charge in the amount of such difference. If the actual Program Expenditures incurred by City during such quarter is less than such amount advanced by SDG&E for such quarter, then City's Quarterly Invoice for the following calendar quarter shall include a credit in the amount of the amount of such difference. As a condition to payment by SDG&E in respect of a 9 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-50 Quarterly Invoice, City shall include with such Quarterly Invoice all such documentation reasonably required by SDG&E evidencing the accounting set forth in this Section 9.3.2 for the previous calendar quarter. 9.33. Upon the expiration or earlier termination of this Agreement or the Program, City shall provide a true-up of Program Expenditures during the entire term of the Program and shall provide (or shall have provided) no later than thirty (30) days after the effective date of such expiration or earlier termination all such documentation reasonably requested by SDG&E to evidence all Program Expenditures incurred by City during the term of the Agreement and the Program. If the total actual Program Expenditures incurred by City during the term of the Program is greater than the total amount of Program Expenditures paid by SDG&E during the term of the Program, then City shall deli ver an invoice SDG&E in the amount of such difference at the same time City delivers the documentation described above in this Section 9.33. If the total actual Program Expenditures incurred by City during the term of the Program is less than the total amount of Program Expenditures paid by SDG&E during the term of the Program, then City shall refund the difference to SDG&E within thirty (30) calendar days after the effective date of such expiration or earlier termination. 9.3.4. SDG&E shall pay all invoices within thirty (30) calendar days after receipt such invoice and all documentation and accountings required to be delivered with such invoice as set forth in this Section 9.3, exclusive of any disputed items. 9.3.5. City shall submit monthly and quarterly reports to SDG&E, in a format reasonably acceptable to SDG&E and containing such information as may be required for the reporting requirements set forth in Section 8 above ("Periodic City Reports"), by the tenth (loth) Calendar Day of the calendar month following performance, setting forth all Program Expenditures incurred during the prior calendar month or quarter, as applicable. 9.3.6. Documentation necessary to substantiate the Program Expenditures shall include, without limitation, the following: a. Incentives: Subject to the provisions of Section 7, for each incentive paid to Eligible Customers or Contractors (other than point of purchase programs): (i) Eligible Customer or Contractor name, address and telephone number; (ii) the type and quantity of each measure installed or received; (Hi) the amount of each incentive paid, and 10 2006-2008 CITY OF CHULA VISTA ENERGY EFFICJENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-51 (iv) the date each payment was provided or each measure was installed or received. b. Labor: For each of the Program's budget categories applicable to City (e.g. Direct Implementation), a list of individuals and total hours worked and labor rate( s) for each person during the month in each budget category. c. Equipment and Material: A list of equipment and material used andlor installed in the performance of the Authorized Work during the month, and supporting documentation for the cost incurred by City therewith. d. Overhead items other than travel/training/conferences: Supporting documentation for overhead items such as rent, computer equipment, facility charges, is required and shall be provided in accordance with the provisions of Exhibit C. However, such information must be provided upon request by either SDG&E or the Commission. e. TravelfTraining/Conference: Supporting documentation for all travel-related expenditures. While original receipts need not be submitted, a detailed expense report for all travel expenses should be provided, which includes airfare, mileage, meals, lodging, parking, etc, in the format approved by SDG&E. A detailed travel expense report should include the following information: name of person incurring expense, reason for expense, date(s) incurred and type of expense (e.g. airfare, airport parking, rental car, other parking, mileage, meals, hotel, other costs, if any). f. Contractor Costs: Copies of all Contractor invoices. If only a portion of the Contractor costs applies to the Program, City shall clearly indicate the line items or percentage of the invoice amount that should be applied to the Program, as provided in Exhibit C. g. Marketing: A copy of each distinct marketing material produced, with quantity of a given marketing material produced and the method of distribution. 9.3.7. City understands that only those costs listed in the Allowable Cost Table set forth in Exhibit C can be submitted for payment. All invoices submitted to SDG&E must report all Program Expenditures using the allowable cost items included on the Allowable Cost Table set forth in Exhibit C. 11 2006-2008 CITY OF CHULA VISTA ENERGY EFFICmNCY AND CONSERVATION OUI'REACH PROGRAM AGREEMENT 4-52 9.3.8. SDG&E reserves the right to reject any City invoiced amount for any of the following reasons: a. The invoiced amount, when aggregated with previous Program Expenditures, exceeds the amount budgeted therefor in the Authorized Budget for such Authorized Work. b. There is a reasonable basis for concluding that such invoiced amount is unreasonable or is not directly identifiable to or required for the Authorized Work, the Concept Paper or the Program. c. Such invoiced amount, in SDG&E's sole discretion, contains charges for any item not authorized under this Agreement or by the Commission, or is deemed untimely, unsubstantiated or lacking proper documentation. 9.3.9. Should SDG&E reject any Program Expenditure of City, City invoice or Periodic City Report, SDG&E may request such additional performance required from City, modification required to City's invoice or such other action as may be required of City, and any continuing dispute therefrom shall be resolved in accordance with the procedures set forth in Section 14. 9.3.10. City shall maintain for a period of not less than ten (10) years all documentation reasonably necessary to substantiate the Program Expenditures, including, without limitation, the documentation set forth in Section 9.3.6(a) through (g) above. City shall promptly provide, upon the reasonable request by SDG&E, any documentation, records or information in connection with the Program or its Authorized Work. 9.4. Shifting Funds Across Budget Categories. SDG&E may shift Program funds among budget categories (e.g. Administrative and Direct Implementation) as set forth in the Concept Paper to the maximum extent permitted under, and in accordance with, Commission decisions and rulings therefor to which this Program relates. 9.5. Reasonableness of Expenditures. Each Party shall bear the burden of ensuring that its Program Expenditures are objectively reasonable. The Commission has the authority to review all Program Expenditures for reasonableness. Should the Commission, at any time, issue a finding of unreasonableness as to any Program Expenditure, and require a refund or return of the PGC or Gas Surcharge funds paid in the reimbursement of such Program Expenditure, the Party who incurred such Program Expenditure and received reimbursement under this Agreement shall be solely and severally liable for such refund or return. 12 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-53 9.6. Refund of PGC or Gas Surcharge Funds. With respect to any amount subject to refund to the Commission pursuant to any subsequent Commission decision or ruling, should the Commission derermine that a refund is due and seeks to recover such refund, the amount due shall be returned as directed by the Commission, within 30 days of receipt of written notice that payment is owed, as follows: (1) if the refund is attributable to an overpayment of Program funds to a Party, then that Party shall be solely liable for such refund; (2) if the refund is attributable to an unreasonable expenditure, then the Party who (i) incurred such Program Expenditure and received reimbursement therefor under this Agreement, or (Ii) was otherwise entitled to receive reimbursement under this Agreement but did not actually receive reimbursement due to receipt of an equivalent offset, shall be solely liable for such refund; (3) for any other refund, each Party shall be solely liable for its pro-rata share, determined by calculating the percentage of the total overall Program Expenditures represented by each Party's reimbursements of Program Expenditures (both actual reimbursements and those to which the Party was otherwise entitled but did not receive due to receipt of an equivalent offset). Nothin~ in this provision is intended to limit a Party's right to pursue administrative or other remedies available with respect to a Commission decision or ruling. A Party's approval of any action which is the responsibility of another Party under this Agreement shall not shift the corresponding responsibility with respect to any overpayment or unreasonable Program Expenditure. Notwithstanding the foregoing, any overpayment of Program funds to a Party (the "Receiving Party") shall be immediately due and payable by the Receiving Party, upon demand therefor, to the Party who made the overpayment, and the Party who made the overpayment shall have the right to set the overpayment off from any other Program funds payable to the Receiving Party, if possible, or otherwise pursue any available remedies for the recovery of the overpayment. 10. END DATE FOR PROGRAM AND ADMINISTRATIVE ACTIVITIES. Unless this Agreement is terminated pursuant to Section 24 below, and subject to the Objectives, the Parties shall complete all Program Administrative activities (as defined by the Concept Paper) and reporting requirements by no later than March 31, 2009, and all Direct Implementation activities (as defined by the Concept Paper) by no later than December 31,2008, in each case unless otherwise agreed to by the Parties or so ordered by the Commission. 11. FINAL INVOICES All Parties must submit final invoices no later than March 31, 2009. 12. INDEMNITY 12.1. Indemnitv bv Citv. City shall indemnify, defend and hold harmless SDG&E, and its 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' 13 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-54 fees) to the extent arising from (a) City's negligence or willful misconduct in City's activities under the Program or performance of its obligations hereunder, or (b) City's breach of this Agreement or of any representation or warranty of City contained in this Agreement. 12.2. Indemnitv bv SDG&E. SDG&E shall indemnify, defend and hold harmless City and its 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) SDG&E's negligence or willful misconduct in SDG&E's activities under the Program or performance of its obligations hereunder or (b) SDG&E's breach of this Agreement or any representation or warranty of SDG&E contained in this Agreement. 12.3. LIMITATION OF UABILITY. NO PARTY SHALL BE liABlE TO ANY 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 AUTIIORIZED WORK OR TERMINATION OF TillS AGREEMENT. 13. OWNERSIDP OF DEVELOPMENTS The Parties acknowledge and agree that SDG&E, on behalf of its ratepayers, shall own all data, reports, information, manuals, computer programs, works of authorship, designs or improvements of equipment, tools or processes (collectively "Developments") or other written, recorded, photographic or visual materials, or other deliverables produced in the performance of this Agreement; provided, however, that Developments do not include equipment or infrastructure purchased for research, development, education or demonstration related to energy efficiency. Although City shall retain no ownership, interest or title in the Developments except as may otherwise be provided in the Concept Paper, it will have a permanent, royalty free, non- exclusive license to use such Developments for the City's internal use and at the City's sole but reasonable discretion for the residents and businesses within the City's current and future municipal boundaries. 14. DISPUTE RESOLUTION 14. L Dispute Resolution. Except as may otherwise be set forth expressly herein, all disputes arising under this Agreement shall be resolved as set forth in this Section 14. 14 2006-2008 CITY OF CHULA VISTA ENERGY EFFICffiNCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-55 14.2. Negotiation and Mediation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between the Parties' authorized representatives. The disputing Party shall give the other Parties written notice of any dispute. Within twenty (20) days after delivery of such notice, the authorized representatives shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days of the first meeting, any Party may initiate a mediation of the dispute. The mediation shall be facilitated by a mediator that is acceptable to all Parties and shall conclude within sixty (60) days of its commencement, unless the Parties agree to extend the mediation process beyond such deadline. Upon agreeing on a mediator, the Parties shall enter into a written agreement for the mediation services with each Party paying a pro rate share of the mediator's fee, if any. The mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association; provided, however, that no consequential damages shall be awarded in any such proceeding and each Party shall bear its own legal fees and expenses. 14.3. Confidentialitv. All negotiations and any mediation conducted pursuant to Section 14.2 shall be confidential and shall be treated as compromise and settlement negotiations, to which Section 1152 of the Califomia Evidence Code shall apply, which Section is incorporated in this Agreement by reference. 14.4. Iniunctive Relief. Notwithstanding the foregoing provisions, a Party may seek a preliminary injunction or other provisional judicial remedy if in its judgment such action is necessary to avoid irreparable damage or to preserve the status quo. 14.5. Continuing Obligation. Each Party shall continue to perform its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. 14.6. Failure of Mediation. If, after good faith efforts to mediate a dispute under the terms of this Agreement as provided in Section 14.2 above, the Parties cannot agree to a resolution of the dispute, any Party may pursue whatever legal remedies may be available to it at law or in equity, before a court of competent jurisdiction and with venue as provided in Section 34. 15. REPRESENTATIONS AND WARRANTIES City represents, warrants and covenants, as of the Effective Date and thereafter during the Term of this Agreement that: 15.1. The Authorized Work performed by City and its Contractors shall comply with the applicable requirements of all statutes, acts, ordinances, regulations, codes, and standards of federal, state, local and foreign governments, and all agencies thereof. 15 2006-2008 CITY OF CHULA VISTA ENERGY EFFICmNCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-56 15.2. The Authorized Work performed by City and its Contractors shall be free of any claim of trade secret, trade mark, trade name, copyright, or patent infringement or other violations of any proprietary rights of any person. 15.3. City shall conform to the applicable employment practices requirements of (Presidential) Executive Order 11246 of September 24, 1965, as amended, and applicable regulations promulgated thereunder. 15.4. City shall contractually require each Contractor it hires to perfonn the Authorized Work to indemnify SDG&E to the same extent City has indemnified SDG&E under the tenns and conditions of this Agreement. 15.5. City shall retain, and shall cause its Contractors to retain, all records and documents pertaining to its Authorized Work obligations for a period of not less than five (5) years beyond the termination or expiration of this Agreement. 15.6. City shall contractually require all of its Contractors to provide SDG&E reasonable access to relevant records and staff of Contractors concerning the Authorized Work. 15.7. City will take all reasonable measures, and shall require its Contractors to take all reasonable measures, to ensure that the Program funds in its possession are used solely for Authorized Wark, which measures shall include the highest degree of care that City uses to control its own funds, but in no event less than a reasonable degree of care. 15.8. City will maintain, and shall require its Contractors to maintain, insurance coverage or self insurance coverage in reasonable and customary coverage and amounts at all times during the Term of this Agreement. a. 16. PROOF OF INSURANCE 16.1. Evidence of Coverage. Upon request at any time during the Tenn of this Agreement, City shall provide evidence that its insurance policies (and the insurance policies of any Contractor, as provided in Section 15.8) are in full force and effect, and provide the coverage and limits of insurance that City has represented and warranted herein to maintain at all times during the Tenn of this Agreement. 16.2. Self-Insurance. If City is self-insured, City shall upon request forward documentation to SDG&E that demonstrates to SDG&E's satisfaction that City self- insures as a matter of normal business practice before commencing the Authorized Work. SDG&E will accept reasonable proof of self-insurance comparable to the above requirements. 16 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-57 17. CUSTOMER CONFIDENTIALITY REQUIREMENTS 17.1. Non-Disclosure. City, its employees, agents and Contractors shall not disclose any Confidential Customer Information (defined below) to any third party during the Term of this Agreement or after its completion, without City having obtained the prior written consent of SDG&E, except as provided by law, lawful court order or subpoena and provided City gives SDG&E advance written notice of such order or subpoena. 17.2. Confidential Customer Information. "Confidential Customer Information" includes, but is not limited to, a SDG&E customer's name, address, telephone number, account number and all billing and usage information, as well as any SDG&E customer's information that is marked confidential. If City is uncertain whether any information should be considered Confidential Customer Information, City shall contact SDG&E prior to disclosing the customer information. 17.3. Non-Disclosure Agreement. Prior to any approved disclosure of Confidential Customer Information, SDG&E may require City to enter into a nondisclosure agreement. 17.4. Commission Proceedim!:s. This Section 17 does not prohibit City from disclosing non-confidential information concerning the Authorized Work to the Commission in any Commission proceeding, or any Commission-sanctioned meeting or proceeding or other public forum. 17.5. Return of Confidential Information. Confidential Customer Information (including all copies, backups and abstracts thereof) provided to City by SDG&E, and any and all documents and materials containing such Confidential Customer Information or produced by City based on such Confidential Customer Information (including all copies, backups and abstracts thereof), during the performance of this Agreement shall be returned upon written request by SDG&E. 17.6. 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 17 and the obligations of City are specifically enforceable. Accordingly, the Parties agree that in the event of a breach or threatened breach of this Section 17 by City, SDG&E 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. 17.7. Public Records Act. Notwithstanding the foregoing, SDG&E understands that all information provided to the City may be subject to public review pursuant to the California Public Records Act (California Government Code Section 6250 et seq.), which 17 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-58 provides that records in the custody of a public entity might be disclosed unless the information being sought falls into one or more of the exemptions to disclosure set out in Government Code Sections 6254 through 6255. As a result, City may be obligated to disclose any information provided to the City to any party that requests it to the extent permitted under the California Public Records Act. 18. TIME IS OF THE ESSENCE The Parties hereby acknowledge that time is of the essence in perfonning their obligations under the Agreement. Failure to comply with deadlines stated in this Agreement may result in tennination of this Agreement, payments being withheld or other Program modifications as directed by the Commission. 19. CUSTO.MER COMPLAlNT RESOLUTION PROCESS City shall develop and implement a process for the management and resolution of customer complaints in an expedited manner including, but not limited to: (a) ensuring adequate levels of professional customer service staff; (b) direct access of customer complaints to supervisory and/or management personnel; (c) documenting each customer complaint upon receipt; and (d) elevating any complaint that is not resolved within five (5) days of receipt by City. 20. RESTRICTIONS ON MARKETING 20.1. Use of Commission's Name. No Party may use the name of the Commission on marketing materials for the Program without prior written approval from the Commission staff. In order to obtain this written approval, SDG&E must send a copy of the planned materials to the Commission requesting approval to use the Commission name and/or logo. Notwithstanding the foregoing, the Parties shall disclose their source of funding-for the Program by stating prominently on marketing materials that the Program is "funded by California ratepayers under the auspices of the California Public Utilities Commission." 20.2. Use of SDG&E's Names. City must receive prior review and written approval from SDG&E for the use of SDG&E's name or logo on any marketing or other Program materials (which approval may be withheld at SDG&E's sole and absolute discretion). City shall allow twenty (20) days for SDG&E review and approval. 20.3. Use of Citv Name. SDG&E must receive prior written approval from City for use of City's name or logo on any marketing or other Program materials (which approval may be withheld at City's sole and absolute discretion). SDG&E shall allow twenty (20) days for such City review and approval. 21. RIGHT TO AUDIT 18 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-59 City agrees that SDG&E and/or the Commission, or their respective designated representatives, shall have the right to review and to copy any records or supporting documentation pertaining to City's performance of this Agreement or the Authorized Work, during normal business hours, and to allow reasonable access in order to interview any employees of City who might reasonably have information related to such records. Further, City agrees to include a similar right of SDG&E and/or the Commission to audit records and interview staff in any subcontract related to performance of City's Authorized Work or this Agreement. 22. STOP WORK PROCEDURES SDG&E may suspend City's Authorized Work being for good cause, such as concerns related to funding, implementation or management of the Program, safety concerns, fraud, or excessive Customer complaints, by notifying City in writing to suspend its Authorized Work being performed in its service territory. City shall stop work immediately, and may resume its Authorized Work only upon receiving written notice from SDG&E that it may resume its Authorized Work. 23. MObIFtCATIONS Changes to this Agreement shall only be made by mutual agreement of all Parties through a written amendment to this Agreement signed by all Parties. 24. TERM AND TERMINATION 24.1. Term. This Agreement shall be effective as of January 1, 2006. Subject to Section 36 below and Section 10 above, this Agreement shall continue in effect until March 31, 2009 ("Term") unless otherwise earlier tenninated in accordance with the provisions of Section 24.2, 24.3 or 29 below or any other provisions of this Agreement. 24.2. Termination for Breach. Any Party may tenninate this Agreement in the event of a material breach by the other Party of any of the material terms or conditions of this Agreement, provided such breach is not remedied within sixty (60) days notice to the breaching Party thereof from the non-breaching Party or otherwise cured pursuant to the dispute resolution provisions set forth in Section 14 herein. 24.3. Tennination for Convenience. SDG&E and the City of Chula Vista shall each have the right to tenninate this Agreement, at their sole convenience and without first obtaining the other Party's prior consent, by providing at least thirty (30) days' prior written notice to the other Party setting forth the effective date of such tennination. 24.4. Effect of Termination. 19 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-60 24.4.1. In the event of termination of this Agreement, the Parties shall be entitled to PGC and/or Gas Surcharge Funds for all Program Expenditures incurred or accrued pursuant to contractual or other legal obligations for Authorized Work up to the effective date of termination of this Agreement, provided that any Periodic City Reports or other reports, invoices, documents or information required under this Agreement or by the Commission are submitted in accordance with the terms and conditions of this Agreement. The provisions of this Section 24.4.1 shall be a Party's sole compensation resulting from any termination of this Agreement. 24.4.2. In the event of termination of this Agreement, City and SDG&E shall stop any Authorized Work in progress and take action as directed by the other Party to bring the Authorized Work to an orderly conclusion, and the Parties shall work cooperatively to facilitate the termination of operations and any applicable contracts for Authorized Work. SDG&E shall, within 30 days, make payment to the City for any Program Expenditures incurred by City prior to the effective date of the termination, unless otherwise prohibited by law or CPUC action. 25. WRITTEN NOTICES Any written notice, demand or request required or authorized in connection with this Agreement, shall be deemed properly given if delivered in person or sent by facsimile, nationally recognized overnight courier, or first class mail, postage prepaid, to the address specified below, or to another address specified in writing by a Party as follows: City: The City of Chula Vista Michael Meacham, Director Conservation & Environmental Services Department 276 Fourth Avenue Chula Vista, CA 91910 (619) 407-3545 telephone (619) 409-5884 facsimile mmeacham@ci.chula-vista.ca.us SDG&E: San Diego Gas & Electric Company Risa Baron, Energy Programs Supervisor 8306 Century Park Ct San Diego, CA 92123-1530 (858) 654-1103 telephone (858) 654-1175 facsimile rbaron@semprautilities.com 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. 20 2006.2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-61 26. CONTRACTS Each Party shall, at all times, be responsible for its Authorized Work obligations, and acts and omissions of Contractors and persons directly or indirectly employed by such Party for services in connection with the Authorized Work. 27. RELATIONSHIPOFTHEPARTlES The Parties shall act in an independent capacity and not as officers or employees or agents of each other. This Agreement is not intended to and does not form any "partnership" within the meaning of the Califomia Uniform Partnership Act of 1994 or otherwise. 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 Agreement by reference and made a part hereof as if set forth in full. Each Party represents and warrants that it shall include the substance of the nondiscrimination and compliance provisions of this clause in all subcontracts for its Authorized Work obligations. 29. COMMISSION AUTHORITY TO MODIFY This Agreement shall at aU times be subject to the discretion of the Commission. including, but not limited to, review and modifications, excusing a Party's performance hereunder, or termination as the Commission may direct from time to time in the reasonable exercise of its jurisdiction. In addition, in the event that any ruling, decision or other action by the Commission adversely impacts the Program, as determined at their respective sole discretion, SDG&E and the City shall each have the right to terminate this Agreement (subject, however, to the provisions of Sections 24.4 and 36) by providing at least ten (10) days' prior written notice to City setting forth the effective date of such termination. SDG&E shall, within 30 days, make payment to the City for any Program Expenditures incurred by City prior to the effective date of the termination, unless otherwise prohibited by law or CPUC action. 21 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-62 30. NON-WAIVER None of the provisions of this Agreement shall be considered waived by any Party unless such waiver is specifically stated in writing. 31. ASSIGNMENT No Party shall assign this Agreement 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 SDG&E 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 City's consent, and SDG&E shall be released from all obligations hereunder arising after the effective date of such assignment, both as principal and as surety. 32. FORCE MAJEURE Failure of a Party to perform its obligations under this Agreement by reason of any of the following shall not constitute an event of default or breach of this Agreement: strikes, picket lines, boycott efforts, earthquakes, fires, floods, war (whether or not declared), revolution, riots, insurrections, acts of God, acts of govertunent (including, without limitation, any agency or department of the United States of America), acts of terrorism, acts of the public enemy, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or other causes which are reasonably beyond the control of such Party. 33. SEVERABILITY In the event that any of the terms, covenants or conditions of this Agreement, or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court, regulatory agency, or other regulatory body having jurisdiction, all other terms, covenants, or conditions of this Agreement and their application shall not be affected thereby, but shall remain in full force and effect, unless a court, regulatory agency, or other regulatory body holds that the provisions are not separable from all other provisions of this Agreement. 34. GOVERNING LAW; VENUE This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California. Any action brought to enforce or interpret this Agreement shaH be filed in San Diego County, California. 35. SECTION HEADINGS Section headings appearing in this Agreement are for convenience only and shall not be construed as interpretations of text. 22 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-63 36. SURVW AL Notwithstanding completion or of this Agreement, the Parties shall continue to be bound by the provisions of this Agreement which by their narure or terms survive such completion or termination. Such provisions shall include, but are not limited to, Sections 8,9,12, 13, 14, 17, 21, 34, 36 and 37 of this Agreement. 37. ATTORNEYS' FEES Except as otherwise provided herein, in the event of any legal action or other proceeding between the Parties arising out of this Agreement or the transactions contemplated herein, each Party in such legal action or proceeding shall bear its own costs and expenses incurred therein, including reasonable attorneys' fees. 38. COOPERATION Each Party agrees to cooperate with the other Parties in whatever manner is reasonably required to facilitate the successful completion of this Agreement. 39. ENTIRE AGREEMENT This Agreement (including the Exhibits hereto) contains the entire agreement and understanding between the Parties and merges and supersedes all prior agreements, representations and discussions pertaining to the Authorized Work. 40. APPROVALS Unless otherwise set forth in herein, approvals required of a Party shall not be unreasonably withheld by such Party. 41. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. (Signature page follows) 23 2006.2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-64 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives. CITY: THE CITY OF CHULA VISTA d~ At~ - Attest: Susan Bigelow, City Clerk: f rf&,~i?::A- SDG&E: LECTRIC COMPANY , Name: Anne Shen Smith Title: Sr. Vice President, Customer Service 24 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-65 EXHIBIT A 2006-2008 CONCEPT PAPER 2006-2008 Energy Efficiency Concept Paper City of Chula Vista & San Diego Gas & Electric Initiative Conservation Outreach Program (ECO Program) 1. Proiected Pro.ram Budeet 2006 2007 2008 l6.dministration Administrative Overheads $ 36,554 $ 36,554 i$ 36 554 Administrative Other $ 255 876 $ 255,876 $ 255,876 Marketina & Outreach $ . $ . $ . Direct Implementation Incentives $ - $ . $ - Activitv $ 438,845 $ 438 645 $ 438,645 Installation $ . $ - $ . Hardware & Materials $ - $ - $ - Rebate Processing & Insoection $ . $ . $ . EM&V $ - $ . $ - Total $ 731,075 $ 731,075 $ 731,075 2. Savings identified in this paper are estimated based on the Energy Efficient Housing Project component. Tbe kW, kWh and therm savings along with incentives and rebates for City of Chula Vista retrofit projects for City facilities are included in the SDG&E Energy Savings Bid Program (see City Energy Efficient Facilities Showcase Project below). There are no projected kW, kWh and therm direct savings for the ECO Exhibit and the Municipal Energy BMPs Education Projects. 3. Program Cost ElTectiveness Attached 4. Program Descriptors The Energy Efficiency and Conservation Outreach Program (ECO Program) is being offered by San Diego Gas & Electric Company, (SDG&E) and the City of Chula Vista (Chula Vista). The ECG Program aims to enable Chula Vista. residents, developers, and Southbay cities to implement energy efficiency and conservation measures by overcoming existing barriers. Southbay includes Chula Vista, Coronado. Imperial Beach, National City and unincorporated areas of the San Diego County. The ECO Program also aims to increase public awareness about energy efficiency and conservation through non-traditional education and outreach outlets and channels used by cities and the COtmty. 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-66 5. Program Statement The ECO Program will enable target customers to implement energy efficiency and conservation measures by overcoming barriers lbat lbey face. The target customers and barriers for each customer include: . City of Cbula Vista: The City does not have adequate resources to assign dedicated staff to pursue and implement energy efficiency projects on a consistent basis. . Residents: Residents do not have a clear understanding of what programs are available to lbem and which programs lbey qualify for. Residents also need face-to-face assistance to access and participate in energy efficiency programs. . Condominium Conversion Developers: Developers do not have lbe appropriate motivations to enhance the energy efficiency level of condominium conversion projects beyond Title 24 compliance. . Southbay Cities: Southbay Cities lack policies, procedures and plans to institutionalize energy efficiency and conservation measures into how they do business. 6. Program Rationale . City Energy Efficient Facilities Showcase Project: Chula Vista has over 100 City owned buildings and infrastructure that consume electricity and natural gas. The City has about 550 electricity and natural gas meters and uses approximately 18 million kW-hrs of electricity and approximately 800,000 lberms of natural gas annually. Due to addition of new City buildings and infrastructure, the City's energy use is projected to increase by at least 5% in 2006. The City's annual energy budget is approximately $3.4 million. The City~s actual energy costs are also projected to increase due to new City load and rising energy rates. Although the City has aggressively pursued energy efficiency retrofits to reduce energy use. to reduce cost. to improve maintenance and to reduce its impact on the environment, there are still many opportunities to improve how the City uses energy. An opportunity to position City facilities to participate in SDG&E's demand response programs also exists, The ECO Program seeks to enable the City to manage its energy use more effectively and consistently by providing funding to the City for dedicated energy staff. . ECO Exhibit Project: Chula Vista has co-sponsored Hard-to-Reach lighting events wilb SDG&E for the past three years at various City venues. Year after year, an average of 600 households (.01 % of Chula Vista~s housing stock) participate in the one-day events to exchange their inefficient incandescent light bulbs for more efficient compact fluorescent lights. Approximately 15% of lbe participating households also sign up for SDG&E programs available to low income and senior citizens. The City believes that the success of the events can be attributed to effective execution of a marketing plan developed by SDG&E and City staff, face-to-face assistance from SDG&E and City staff and customer convenience. The mobile ECO Exhibits aims to provide face-to-face assistance and convenience on a more predictable basis by placing lbe staffed ECO Exhibits in high traffic community locations. The City's believes that it can reach more lban lbe .01 % of the households in lbe City by providing a predictable location where residents can go to for assistance on energy issues. . Energy Efficient Housing Project: There are currently about 800 apartment units at various stages of the condominium conversion process by the City's Planning and Building Department. The Chula Vista Planning and Building department estimates that at least 500 units per year will undergo conversions from apartments to cOudominiumsfrom 2006 to 2008 in. There is an untapped potential for energy efficiency since condominium conversion developers are not often required to meet the most current Title 24 requirements. Under this project, condominium conversion projects with three or more units will be eligible for expedited plan review and permitting if they commit to incorporating energy efficiency measures to exceed Title 24 requirements by at least 10% or if they incorporate measures to reduce lbe average energy use for each unit by 515 kW-hr and 15 therms per month. Note: SDG&E, along with lbe City of Chula Vista, City of San Diego, and the County of San Diego will continue to review various options for implementing Title 24 guidelines. Where necessary. standard thresholds may be applied Allbough it is preferred lbat program participants not receive utility incentives payments, in exchange for expedited approval of their requested building permits or land use, ability to participate in 26 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-67 both the expedite and incentive programs may be considered. Both strategies will be reviewed during the initial pbases of the program. . Municipal Energy BMPs Education Project: Staff from Southbay cities bave continually expressed their desire to participate in energy efficiency programs available from SDRBO and SDG&E. Unfortunately, due to competing priorities, .taff from Southbay cities bave not dedicated time or resources to pursuing potential energy reCroftt projects. Staff believes that the major barrier to participating in energy efficiency programs is their City's lack of policies related to energy management. Tbe goal of the Municipal Energy BMP. Education project workshop series is to assist cities develop energy action plans for Council adoption to manage energy more effectively. The City ofChula Vista's C02 Reduction Plan will be used as a model for the workshop.. By the end of the fourth workshop, participating cities will have an Energy Action Plan to reduce their energy use. 7. Program Outcomes The program is a savings, education and outreach program, which will deliver net energy savings, peak demand savings and sustained efficiency at City facilities, for residents, multi-family housing units and at otber Cities. Tbe desired outcomes of the ECO Partnership are to: o Enable the City to pursue energy efficiency projects and implement demand response at City owned facilities, o Enable residents to take action by educating residents about energy efficient technology and energy conservation best management practices, o Enable and motivate developers to invest in energy efficiency upgrades for multi-dwelling units by expediting the City's plan review and permitting process, o Enable Southbay cities to institutionalize energy efficiency and conservation into their practices by providing a step-by-step approach to developing and implementing locally adopted policies. 8. Program Strategy The City will assign an Energy Administrator to oversee general management of the ECO Program. The Energy Administrator will be responsible for coordinating with SDG&E, SDREO and other third party provider staff to ensure ECO Program projects work plans are developed and implemented to meet established goals and objectives. The Energy Administrator will also coordinate efforts with internal and ex.ternal partners to develop effective outreach and marketing material to ensure program clarity. The program strategies that will be used are: . Residential New Construction . Residential Target Marketing 8.1.1 Program Strategy Description Residential New Construction: The program strategy for this part of the program is to expedite plan review and permitting to ineent builders to include more energy efficient measures into condos converted from apartments. Tbe City will reach condominium conversions developers by modifying plan review and permit applications to inform developers about the expedite process, Residential Target Marketing There are several parts to this strategy. The fIrst is to provide face-tn-face energy efficiency and conservation outreacb to low income, elderly and other hard-to-reacb customers. This will be done thorough mobile energy efficiency and conservation outreach exhibits (BeG Exhibits) staffed by trained personnel. The mobile BeO 27 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-68 Exhibits will be located at City facilities and at regional centers such as shopping centers and maIIs throughout the Southbay. The second is to share lessons learned and best management practices (EMPs) with Southbay cities through a series of four workshops. The last element is to provide the City with funding to hire dedicated energy staff. Energy staff funded by the partnership will develop retrofit projects for both new and existing City buildings and facilities, working with SDG&E's Saving's by Design and Sustainable Communities Program to design and build City facilities that are at least 20% more energy efficient than state standards. g, 1.2 Program Indicators Encourage condominium conversion developers to upgrade the energy efficiency of converted units by committing to complying with applicable Title 24 requirements and by further incorporate measures that go beyond Title 24 requirements by at least 10% or by reducing energy use for each unit Increase public awareness by assisting an average of 160 people per day (average of 40 people per day at each ECO Exhibit) access and participate in energy efficiency and conservation programs. Sponsor and coordinate at least four energy efficiency and conservation workshops for cities every year. The goal of the workshop series is to initiaily assist South Bay cities develop energy action plans to manage energy. Major program objectives for the ECO Program projects are as follows: City Energy Efficient Facilities Showcase Project: Reduce the City's energy use by 5% per year for a cumulative reduction of 15% by 2008 relative to 2005 energy use. ECO Exhibit Project: Increase public awareness by assisting an average of 160 people per day (average of 40 people per day at each ECO Exhibit) access and participate in energy efficiency and conservation programs. Energy Efficient Housing Project: Encourage condominium conversion developers to upgrade the energy efficiency of converted units by committing to complying with applicable Title 24 requirements and by further incorporate measures that go beyond Title 24 requirements by at least 10% or by reducing energy use for each unit by an average of 515 kW-hr and 15 therros per month. Participating developers will receive expedited plan review and permitting. At least 500 condominiums per year will be targeted for upgrades for a total of 1,500 energy efficient condominiums by 2008. Municipal Energy BMPs Education Project: Sponsor and coordinate at least four energy efficiency and conservation workshops for cities every year. The goal of the workshop series is to initially assist South Bay cities develop energy action plans to manage energy. By the fourth workshop. participating cities will have an Energy Action Plan to reduce their energy use. Workshops will be targeted to east county cities in year 2 and north county cities in year 3. 9. Program Objectives Major program objectives for the ECO Program projects are as follows: City Energy Efficient Facilities Showcase Project: Reduce the City's energy use by 5% per year for a cumulative reduction of 15% by 2008 relative to 2005 energy use. ECO Exhibit Project: Increase public awareness by assisting an average of 160 people per day (average of 40 people per day at each ECO Exhibit) access and participate in energy efficiency and conservation programs. Energy Efficient Housing Project: Encourage condominium conversion developers to upgrade the energy efficiency of converted units by committing to complying with applicable Title 24 requirements and by further 28 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERV ATlON OUTREACH PROGRAM AGREEMENT 4-69 incorporate measures that go beyond Title 24 requirements by at least 10% or by reducing energy use for each unit by an average of 515 kW-hr and 15 therms per month. Participating developers will receive expedited plan review and permitting. At least 500 condominiums per year will be targeted for upgrades for a total of 1,500 energy efficient condcminiums by 2008. Municipal Energy BMPs Education Project: Sponsor and coordinate at least four energy efficiency and conservation workshops for cities every year. The goal of the workshop series is to initially assist South Bay cities develop energy action plans to manage energy. By the fourth workshop, participating cities will have an Energy Action Plan to reduce their energy use. Workshops will be targeted to east county cities in year 2 and north county cities in year 3. 10. Program Implementation The ECO Program consists of four projects to overcome barriers to implementing and participating in energy efficiency and conservation programs. Each project aims to achieve energy efficiency and conservation through a combination of energy efficiency retrofit projects at City facilities, public education and outreach at high traffic community destinations, expedited plan review and permitting services for condominium conversion projects and best management practices workshops for County cities. The projects and implementation plans are described below: a) City Energy Efficient Facilities Showcase Project The goal of this element is to facilitate installation of energy efficiency measures and development of efficiency and conservation outreach best management practices (BMPs) for City facilities and employees by providing the City with funding to hire dedicated energy staff. Energy staff funded by the partnership will develop retrofit projects for City buildings and facilities. For existing facilities, energy staff will work with the San Diego Regional Energy Office's (SDRBO) to participate in SDG&E's Energy Savings Bid Program. SDRBO will assist the City to assess opportunities through audits and identify incentives, development of an implementation plan, access project incentives, develop a funding mechanism and coordinate project execution to achieve energy savings. For new facilities, energy staff will work with SDG&E's Saving's by Design and Sustainable Communities Program to design and build City facilities that are at least 20% more energy efficient than state standards. Energy staff will also work to develop, implement and train City personnel about energy BMPs to improve energy conservation practices by employees. The City's goal is to reduce baseline energy use at City facilities by at least 5% per year over the three-year period. The City's energy goals are captured in SDG&E's Energy Savings Bid Program. 29 2006-2008 CITY OF CHULA VISTA ENERGY EFFICmNCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-70 b) ECO Exhibit Project The goal of this element is to provide face-to-face energy efficiency and conservation outreach to low income, elderly and other hard-to-reach customers. This project will reach the target audience through mobile energy efficiency and conservation outreach exhibits (ECO Exhibits) staffed by trained personnel. The mobile ECO Exhibits will be located at City facilities and at regional centers such as shopping centers and malls throughout the Southbay and potentially countywide. Specifically, the mobile ECO Exhibits locations will include but are not limited to a local City hall, at libraries, recreational centers, police stations, local shopping centers and regional shopping malls. The ECO Exhibits will be used to engage the target audience to learn about energy efficiency and energy conservation. Trained personnel will demonstrate energy efficient technology available in the marketplace to residents, educate residents about low or n<H:ost energy conservation practices, assist residents access programs offered by energy conservation program providers such as SDG&E and SDREO, allow residents to conduct home energy audits via the internet and direct residents to EnergyStar product retailers. The ECO Exhibits will also coordinate with SDG&E's Hard-to-Reach Lighting Turn-in Program to market and provide a venue for hard to reach customers to exchange inefficient lights for more efficient lights. Lastly, the ECO Exhibits will serve as an outlet to recruit participants for SDREO's Shade Tree Program. c) Energy Efficient Housing Project: The goal of this element is to improve the energy efficiency of existing multi-family housing units that are proposed for conversion from apartments to condominiums by providing expedited plan review and permitting services. The City will reach condominium conversions developers by modifying plan review and permit applications to inform developers about the expedite process. d) Municipal Energy BMPs Education Project The goal oftrus element is to share lessons learned and BMPs with Southbay cities through a series of four workshops. In November 2000, the City adopted a C02 Reduction Plan to reduce the City's greenhouse gas emissions. The C02 Plan's goals are to reduce the City's reliance on fossil fuel and to improve the energy efficiency of City buildings and facilities. Since 1990, the City has retrofitted and constructed buildings and facilities that are more energy efficient than the State's conservation standards (Title 24). The City will use existing forums and outlets to reach Southbay cities. The City will use the C02 Plan as a model to encourage and assist other cities develop their own strategic plan to achieve energy efficiency at their facilities and to incorporate low or no cost energy conservation BMPs into how they do business. The project's goal is to enable Southbay cities to develop and adopt strategic policies to improve their energy efficiency and reduce their environmental impact. 11. Customer Description City facilities and staff, residents, condominium conversion developers, Southbay cities in San Diego County are eligible to participate in ECO Partnership programs. 12. Customer Interface 30 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-71 . City Energy Efficient Facilities Showcase Project: The Energy Atlm;niRl;rator will coordinate internally with city staff to develop and implement retrofit projects for City facilities. As described in the SDG&E's Energy Savings Bid Program, public agencies including the City of Chula Vista will receive the following energy efficiency project related services from the San Diego Regional Energy Office (SDREO) at no coat: o Energy audits o Technical assistance, and o Incentive documentation/procesaing . ECO Exhibit Project: The Energy Administrator will coordinate with SDREO, SDG&E, cities and the County to develop and place the mobile ECO Exhibits in high treffic locatiollB. The ECO Exhibits staff will serve to engage customers to participate in energy efficiency and conservation programs. ECO Exhibits customers will have an opportunity to learn about energy efficient technology, receive information about low-or- no cost energy conservation best management practices and receive direct assistance to access offerings from other program providers. . Energy Efficient Housing Project: The Energy Administrator will coordinate with SDG&E and the City's Planning and Building staff to streamline the City's plan review and permitting process application for condominium conversions projects. The Energy Administrator will also act as a liaison between the City's Planning and Building staff and developers to resolve any potential issues. . Municipal Energy BMPs Education Project: The Energy Administrator will work with SDREO and SDG&E to develop a series oHour workshops per year to assists cities develop individual strategic plans to manage their energy use and budget more effectively. The Energy Administrator will base the workshops on the City of Chula Vista's C02 Reduction Plan. The C02 Plan guides the City's effort to reduce reliance on fossil fuel, improve energy efficiency for buildings and vehicles and to reduce the City's overall impact on the environment. The workshops will be marketed to cities through existing working group technical committees such as San Diego County's Pollution Prevention Committee and SANDAG's Energy Working Group. 13. Energy Measures and Program Activities 13.1. Prescriptive Measures See SDG&E February I, 2006 Filing Workbook. 13.2. kWh Level Data- See SDG&E February 1,2006 Filing Workbook.- Savings are included in the Energy Savings Bid Program 13.3. Non-Energy Activlties- Audits, Education and Technical Assistance may be utilized 14. Subcontractor Activities None 15. Quality Assurance and Evaluation Activities Quality assurance for city facilities projects will consist of on-site inspections by SDREO through SDG&E's Energy Savings Bid Program. Quality assurance for condominiwn conversion projects will consist of on-site inspections by SDG&E's utility inspection department. 31 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-72 An evaluation plan will be developed in accordance with the soon to be developed EM&V Protocols. The CPUC Energy Division will be holding meetings, workshops and possibly hearings throughout the summer to develop these Protocols. SDG&E looks forward to participating and commenting on those activities and plans to file EM&V plans for aU programs on October 1.2005 in conjunction with the ED. CEC, and the other IOUs 16. Marketing Activities The City will work with. SDREO. SDG&E. City of San Diego and the County of San Diego to develop and distribute marketing material to promote the ECO Partnership Programs to target customers through new and existing distribution channels. These cbannels will include but are limited to the four mobile ECO Exhibits. governing board meetings. public access cable stations. partner websites. partner publications (Chula Vista Spotlight). employee newsletters and local community newspapers.. 17. CPUC Objective Tbe Energy ECO Partnership between SDG&E and the City of Chula Vista is a community wide effort that will enable the City. residents, developers and Southbay cities to implement sustainable energy efficiency and conservation measures. The program supports the CPUC objectives of minimizing lost opportunities and increasing the pursuit and implementation of cost-effective energy efficiency. 32 2006.2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-73 EXlllBIT B EM&V PLAN [TO BE ATTACHED WHEN ISSUED BY THE COMMISSION] 2006-2008 CITY OF CHULA VISTA ENERGY EFFICmNCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-74 EXHIBIT C REPORTING REQUIREMENTS 1. Reporting 1.1 City sball provide SDG&E with the requisite information, in accordance with Section 9.4 of the Agreement, on the prior month's activities, accomplishments and expenditures related to its respective Authorized Work obligations, for purposes of preparing the Monthly, Quarterly and Annual Reports. 1.2 SDG&E sball provide City in accordance with the provisions of Section 2S of the Agreement, or otherwise make available to City on SDG&E's website, a copy of the filed Monthly Report within five (5) Business Days after filing. 2. Monthly Report 2.1 Program Data - A spreadsheet table or tables listing which includes the following information: Program Costs (cost reported cumulative-la-date (also referred to as inception-la-date)) a. Program identification number as provided by the Program Administrator b. Program name C. Total cumulative program authorized budget as adopted by the Commission d. Total cumulative program operating budget which includes any mid-course budget modifications (e.g., fund shifts) e. Total cumulative program expenditures f. Total program expenditures for the report month g. Total cumulative commitments (limited to incentive commitments) Program Impacts (cost reported cumulative~to~date (also referred to as inception-to-date)) a. Total cumnlative net kW, kWh, and Therm savings projections b. Total cumulative achieved net kW, kWh and Therm savings c. Total achieved net kW, kWh and Therm savings for the repon month d. Total committed (limited to incentive commitments) net kW, kWh and Theon savings 2.2 Program ChangesINew Program Information If applicable, the following information should be reporred in the Monthly reporr: a. Identification of program with operating budgets reduced during the repan month b. Identification of program with operating budgets increased during the report mnnth c. Identification of program terminated during the report month 3. Quarterly Repnrt 3.1 Portfolio Benelit/Cost Metrics (Cumulative to Date) a. Total cost to billpayers (TRC, administrative cost and incremental oost per the Standard Practice Manual) b. Total savings to billpayers (TRC) c. Net benefits to billpayers (TRC) d. TRC Ratio e. PAC Ratio f. Cost per kWh saved (cents/kWh) (PAC) g. Cost per therm savings ($Itherm) (pAC) 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-75 3.2 Measure List -A spreadsheet table for each program or program elementl containing each measure installed, service rendered. or measure/service committed during the report month for which the Program Implementer intends to claim savings. The Program Implementer should include any new messures as part of the quarterly report. The list should display each measure as it is tracked and recorded by the implementer and should include the following parameters at a minimum: a. Name of Measure or Service Rendered b. Measure or Service Description c. DEER Measure 1D (where applicable) d. DEER Run ill (where applicable) e. Unit DefInition f. Unit gross kWh savings g. Unit gross Therms savings h. Unit gross k W demand reduction i. Incremental Measure Cost j. Net to Gross Ratio k. Effective Useful Life t Detailed end use classification (using classification scheme in section 6) m. Quantity Installed during report period n. Quantity Committed during report period o. Rebate amount paid p. Market Sector classification (using classification scheme in section 6) q. Market Segment classification (using classification scheme in section 6) 3.3 Expenditures for the program per cost reporting format below (Appendix to Attachment contains list of allowable costs) : a. Commission Authorized Budget b. Operating Bodget c. Total Expenditures i. Administrative Cost ii. MarketinglAdvertisinglOutresch Costs iii. Direct Implementation 3.4 GBI Report - Progress towards achieving goals of the Green Building Initiative, if applicable (Cumulative results) a. Estimate of expenditures on program activities that contribute towards GBl goals (including both public and non-public commercial participants) b. Net cumulative achieved kW, kWh and Therrn savings contributing towards GBl goals. c. Net achieved kW, kWh and Therrn savings contributing towards GBl goals for the quarter. d. A description of non-resource program activities that support the Green Building Initiative, including marketing and oUlreach activities. e. Estimate of square footage affected by program activities supporting the Green Building Initiative f. Items b, c and e above disaggregated by: i. 2-digit NAICS code ii. Aggregated end use classification (using classification scheme in section 5) 3.5 Program Narratives - For the program, a description of the program activities occuning during the quarter. a. Administrative activities b. Marketing activities 1 Identification of distinct programs and program elements may be determined by CPUC staff at a later time. 35 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT - 4-76 c. Direct Implementation activities d. City's assessment of program performance and program status (is the program on target, exceeding expectations, or falling short of expectations, etc.) e. For non-resource programs and program elements (programs or program elements that are not claiming direct energy impacts), a discussion of the status of program achievements. f. Discussion of changes in program empbasis (new program elements, less or more emphasis on a particular delivery strategy, program elements discontinued, measure discontinued, etc.) g. 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, etc.) h. Changes to staffing and staff responsibilities, if any i. Changes to contacts, if any j. Changes to subcontractors and subcontractor responsibilities, if any k. Number of customer complaints received 1. Program Theory and Logic Model if not already provided in the program's implementation plan, or if revisions have been made. 3,6 UtUlty Quarterly Reports - SDG&E shall provide City a copy of the flied Quarterly Report within two (2) Business Days after filing with the Commission in accordance with the provisions of the Agreement. 4. Annual Reports The format and content of the annual report is expected to be developed by the CPUC in fan 2006. The Program Implementer will be required to fulfUI these reporting obligations for their program. 5, Reporting Terminology Definitions Adopted Program Budget - The program budget as it is adopted by the Commission. Inclusive of costs (+/-) recovered from other sources. Operating Program Bndget - The program budget as it is defmed by the program administrators for internal program budgeting and management purposes. Inclusive of costs (+/-) recovered from other sources. Direct Implementation Expenditures - Costs associated with activities that are a direct interface with the customer or program participant or recipient (e.g., contractor receiving training). (Note: This is still an open issue, the items included in this definition may be changed by the CPUC pending discussion on the application of the State's Standard Practice Manual.; Report Month - The month for which a particular monthly report is providing data and information. For example, the report month for a report covering the month of July 2006, but prepared and delivered later than July 2006, would be July 2006_ Program Strategy - The method deployed by a program in order to obtain program participation. Program Element - A subsection of a program, or body of program activities within which a single program strategy is employed. (Example: A bndy of program activities employing both an upstream rebate approach and a direct install approach is not a single program eLement.) 6. Measure Classification Measure End-Use Classification Each energy efficiency measrne reported should be classified into one of the following end-use categories 36 2006.2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4- 77 - Residential End Uses Detailed End Use Clothes Dryer Clothes Washer Consumer Electronics Cooking Dishwasher Other Appliance Building Shell Space Cooling Space Heating Interior Lighing Exterior Lighting Pool Pump Freezers Refrigeration Water Heating Other (U5<lr Entered Text String Description) Nonresidential End Uses Detailed End Use Building Shell Space Cooling Space Heating Ventilation Daylighting I nterior lighting Exterior Lighting Office Equipment Compressed Air Cooking Food Processing Motors Process Cooling Process Heat Process Steam Pumps Refrigeration Other (User EnlOOld Text String Descriptlon) Aggregated End UN Appliances Appliances Consumer Electronics Cooking Appliances Appliances Appliances HVAC HVAC HVAC Lighting lighting Pool Pump Refrigeration Refrigeration Water Heating Other Aggregated End Use HVAC HVAC HVAC HVAC Lighting Lighting Lighting Office Process Process Process Process Process Process Process Process Refrigeration Other Measure Market SectorlMarket Segment Classification Where reports require market sector or market segment classification, the following classification scheme should be used. Merket Sector Residentlal Single Family Multi Family Mobile Homes Merket Segment NA NA NA NA 37 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-78 Nonresidential Commercial Industrial Agricuttural Unknown NAICS CODE (greater than 2 digit not required) NAICS CODE (greater than 2 digit not required) NAICS CODE (greater than 2 digit not required) NAICS CODE (greater than 2 digit not required) NA 7. 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 does not have a cost as listed on the cost reporting sheet. then no cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the program administrator. If there is a desire to include additional Allowable Cost elements, the program administrator should be contacted in order for the administrator to seek aooroval from the CPUC. 313012006 Cost Cateaarles Allowable Casts Administrative Cost Category Manaaerial end Clerical Labor IOU Labor - Clerical IOU Labor - Prnnram Desion IOU Labor - Proaram Develooment IOU Labor - Proaram Plannina IOU Labor - PrOOram/Prciiect Management IOU Labor - Staff Manaaement IOU Labor - Staff SUDervislon Subcontractor Labor. Clerical Subcontractor Labor- Proaram Desian Subcontractor Labor. Proaram Develooment Subcontractor Labor. Proaram Plannino Subcontractor Labor - Proaram/Project ManaQement Subcontractor Labor. Staff Manaoement Subcontractor Labor - Staff Supervision Human Resource SUDDort and Development IOU Labor - Human Resources IOU Labor - Staff Develooment and Training IOU Benefits. Administrative Labor IOU Benefits - Direct IriiDiementatlon Labor IOU Benefits - MarketinalAdvertisinalOutreach Labor IOU Pavroll Tax - Administrative Labor IOU Payroll Tax - Administrative Labor IOU Payroll Tax - Administrative Labor IOU Pension. Administrative labor IOU Pension - Direct Implementation labor IOU Pension - MarketiriCi7Advertlsino/Outreach labor Subcontractor labor- Human Resources Subcontractor Labor - Staff Development and Trainina Subcontractor Benefits - Administrative Labor Subcontractor Benefits - Direct Implementation Labor Subcontractor Benefits - MarketinalAdvertisina/Outreach Labor Subcontractor Pavroll Tax - Administrative Labor Subcontractor Payroll Tax - Direct Implementation labor 38 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT ~.t-7 9 Allowable Costs Table Tbe 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 shoold be only for costs actually expended. Any financial commitments are CD be categorized as commitments. If the reporting entity does net have a cost as listed on the cost reporting sheet, then no cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the program adminiatrator. If there is a desire CD include additional Allowable Cost elements, the program administraCDr shoold be contacted in order for the adntiniatrator to seek aDllIoval from the CPUC. 3130(2006 eost Catellories Allowable Coats Subcontractor Payroll Tax. Markelino/Advertisino/Outreach Labor Subcontractor Pension - Administrative Labor Subcontractor Pension. Direct Implementation Labor Subcontractor Pension - Marketing/AdvertisinalOutreach Labor Travel snd Conference Fees IOU Conference Fees IOU Labor. Conference Attendance IOU Travel - Airfare IOU Travel. Lodoino IOU Travel - Meals IOU Travel - Mileaae IOU Travel - Parkino IOU Travel - Per Diem for Misc. Expenses Subcontractor. Conference Fees Subcontractor Labor. Conference Attendance Subcontractor. Travel - Airfare Subcontractor. Travel. Lodgina Subcontractor - Travel - Meals Subcontractor - Travel - Mileaoe Subcontractor - Travel. Parklno Subcontractor. Travel - Per Diem for Misc. Exoenses Overhead IGeneral and Administrative) - Labor and Materials IOU EQuioment Communications IOU Equipment Computino IOU EQuipment Document Reproduction IOU Eouipment General Office IOU EQuiDment TransDortation IOU Food Service IOU Office Supplies IOU Postaoe IOU Labor. Accountina Suoaort IOU Laber - Accounts Pavable IOU Labar - Accounts Receivable IOU labor - Administrative IOU labor - Facilities Maintenance IOU Labor - Materials Manaoement IOU Labor - Procurement IOU Labor. Shoo Servioes IOU labor - Transportation Services IOU Labor - Automated Systems IOU Labor. Communications IOU Labor. Information Technoloav IOU Labor - Telecommunications 39 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-80 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 does not have a cost as listed on the cost reporting sheet, then no cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the program administrator. If there is a desire to include additional Allowable Cost elements, the program administrator should be contacted in order for the administrator to seek a=roval from the CPUc. 3/3012006 Cost Cateaories Allowable Costs Subcontractor Eauioment Communications Subcontractor Eauioment Comoutina Subcontractor Eauioment Document Reoroduction Subcontractor Eauioment General Office Subcontractor Eouioment Transoortation Subcontractor Food Service Subcontractor Office Supolies Subcontractor Postane Subcontractor Labor - AccountinQ Support Subcontractor Labor - Accounts Payable Subcontractor Labor. Accounts Receivable Subcontractor Labor - Facilities Maintenance Subcontractor Labor - Materials Management Subcontractor Labor. Procurement Subcontractor Labor - Shoo Services Subcontractor Labor - Administrative Subcontractor Labor - Transoortation Services Subcontractor Labor - Automated Systems Subcontractor Labor. Communications Subcontractor Labor - Information TechnoloGv Subcontractor Labor - Telecommunications Marketln!llAdvertlsinalOutreach Cost Cateaorv IOU - Advertisements I Media Promotions IOU - Bill Inserts IOU - Brochures IOU - Door HaMers IOU - Print Advertisements IOU - Radio Soots IOU - Television Soots IOU. Webstte Deveiooment IOU Labor. Marketlno IOU Labor - Media Production IOU Labor - Business Outreach IOU Labor. Customer Outreach IOU Labor - Customer Relations Subcontractor - Bill Inserts Subcontractor - Brochures Subcontractor - Door Hanoers Subcontractor. Print Advertisements Subcontractor - Radio Soots Subcontractor - Television Soots Subcontractor - Website Development Subcontractor Labor - Marketing 40 2006.2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT -4-81 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 actnally expended. Any financial commitments are to be categorized as commitments, If the reporting entity does not bave a cost as listed on the cost reporting sbeet, then no cost is to be reported for that item.. These Allowable Cost elements are to be used whenever costs are invoiced or reported to the program administrator. If there is a desire to include additional Allowable Cost elements, the program administrator sbould be contacted in order for the administrator to seek ao...oval from the CPUC. 313012006 Cost Cateaortes Allowable Costs Subcontractor Labor - Media Production Subcontractor Labor - Business Outreach Subcontractor Labor. Customer Outreach Subcontractor Labor - Customer Relations Direct ImDlementation Cost Cateaorv Financial Incentives to Customers Activity. Direct Labor IOU laber . Curriculum Davelooment IOU labor. Customer Education and Trainino IOU Labor. Customer Eauioment Testing and Diagnostics IOU Laber - Facilities Audits Subcontractor Labor - Facilities Audfis Subcontractor Labor - Curriculum Develooment Subcontractor Labor. Customer Education and Training Subcontractor Labor - Customer Equipment Testing and Diagnostics Installation and Service. Labor IOU Labor - Customer Equioment Reoair and Servicina IOU Labor. Measure Instailation Subcontractor Labor - Customer Eauloment Reoair and Servicina Subcontractor Labor - Customer Eauipment Reoair and Servicina Dlrecllmnlementallon Hardware and Materials IOU Audfi Annlicatians and Forms IOU Direct Imolementation Literature IOU Education Materials IOU Enerav Measurement Tools IOU Instailatlon Hardware Subcontractor. Direct 1m Diem entation Literature Subcontractor - Education Materials Subcontractor - Enerav Measurement Tools Subcontractor. Installation Hardware Subcontractor .Audfi Aoollcations and Forms Rebate Processln" and Insoectlon . Labor and Materials IOU Labor - Field Verification IOU Labor - Site Insoections IOU Labor - Rebate Prooessino IOU Rebale Aoolicalions Subcontractor Labor - Field Verification Subcontractor Labar - Rebate Processin!! Subcontractor. Rebate Aoolications 41 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-82 EXmBIT D :MILESTONE SCHEDULE City shall achieve, during each Program year, the following targets by December 31 of such Program year: Municipal Energy BMP Education Project · Recruit & Hire intemsfTemporary Expert Professionals . Identify Interested Local Government Peer Sectors . Contact & Survey Local Governments · Develop Potential Workshop-Outreach Activity Schedule-Peer Input · Conduct Targeted Workshop-Activities - that Foster Local Energy Plans . Conduct Remaining Workshops-Activities . Evaluate · Identify Targets for Future Productive Outreach Activities . Monitor Status, Record Quarterly Report and Evaluation Data ECO Exhibit Project · Recruit & Hire InternsfTemporary Expert Professionals . Create Exhibit Plan & Seek Approval from all Parties · Order Exhibit Displays and Graphics · Establish Distribution Strategy & Schedule · Distribute Exhibits and Implement Schedules- · Ongoing Support & Maintenance of Exhibits · Implement Resident Outreach Projects to Supplement Exhibits · Monitor Status, Record Quarterly Report and Evaluation Data Energy Efficient Housing SmaIl Business and Mixed Use Project . Recruit & Hire internsfTemporary Expert Professional . Establish Program Incenti ves · Apply Incentives to Existing City Programs · Coordinate, Communicate with Development Staff for Future Eligible Project . Implement Projects Adequate to Meet Kilowatt & Therm Reduction Objectives, · Monitor Status, Record Quarterly Report and Evaluation Data City Energy Efficient Facilities Showcase Project . Recruit & Hire Staff 42 2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4~83 -- · Identify and Prioritize Facilitiesffechnologies/Services and Policies with Greatest Potential to Meet or Exceed Targeted Energy Reduction Goals · Develop Contract/Service Agreements · Implement Project Priorities · Monitor Status, Record Quarterly Report and Evaluation Data 43 2006.2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM AGREEMENT 4-84