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Home My WebLink About15 - CC-12 - Attachment 2 - 3/17/2015Attachment 2 SECOND AMENDMENT THIS SECOND AMENDMENT ("SECOND AMENDMENT") TO THE AGREEMENT TO JOINTLY DELIVER THE 2010-2012 ORANGE COUNTY CITIES ENERGY EFFICIENCY PARTNERSHIP PROGRAM dated January 1, 2010 (the "Agreement" or the "Program") is effective as of January 1, 2015 (the "Second Amendment Effective Date") as defined below by and among SOUTHERN CALIFORNIA GAS COMPANY ("SCG") AND THE CITY OF COSTA MESA, THE CITY OF FOUNTAIN VALLEY, THE CITY OF HUNTINGTON BEACH, THE CITY OF WESTMINSTER and THE CITY OF NEWPORT BEACH (the "Cities"). Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement. SCG and the Cities may be referred to herein individually as a "Party" and collectively as the 'Parties." RECITALS WHEREAS, SCG and the Cities previously executed the Agreement effective January 1, 2010 and subsequently amended the Agreement to extend its term through December 3 1, 2014 in accordance with the applicable decisions of the California Public Utilities Commission; WHEREAS, on March 26, 2014, the Utility submitted its application ("2015 Application") for the implementation of energy efficiency programs to be delivered to California utility customers for the years 2015, which includes the continuation of the Orange County Cities Partnership Program through 2015 ("2015 Program"); WHEREAS, on October 24, 2014, the Commission issued a Final Decision (D.14-10-046) approving the continuation of the Energy Efficiency Programs through 2015 (the "2015 Program"), and the Parties wish to extend the Agreement through 2015 under the terms and conditions set forth in the Agreement; and WHEREAS, the Parties desire to further amend the Agreement as necessary to provide an authorized budget for the 2015 Program and to update the Agreement as required to reflect the extended 2015 Program cycle. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Effective Date and Conditions Precedent to Effectiveness: The "Second Amendment Effective Date" shall be the date by which all of the following conditions precedent have been met: a. All Parties have signed this Second Amendment; and b. The Commission has issued a Final Decision approving the Utility's respective 2015 Program as filed, or in a form acceptable to the Utility in its sole discretion. 2. Except as provided herein, and to the extent applicable, any reference in the Agreement to the "2010- 2012 Program" shall hereby include both the 2013-2014 Program and the 2015 Program. Second Amendment lofll 3. Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following: 11. END DATE FOR PROGRAM AND ADMINISTRATIV E ACTIVITIES Unless this Agreement is terminated pursuant to Section 25 (TERM AND TERMINATION), or unless otherwise agreed to by the Parties or so ordered by the Commission, the Parties shall complete all Program Administrative activities (as defined in the PIP) and all reporting requirements by no later than March 31, 2016, and all Direct Implementation and Marketing & Outreach activities by no later than December 31, 2015. 4. Section 12 of the Agreement is hereby deleted in its entirety and replaced with the following: 12. FINAL INVOICES Each City must submit final invoices to SCG no later than March 31, 2016. 5. Section 25.1 of the Agreement is hereby deleted in its entirety and replaced with the following: 25.1 Term. This Agreement shall be effective as of the Effective Date. Subject to Section 37, the Agreement shall continue in effect until June 30, 201 6 unless otherwise terminated in accordance with the provisions of Section 25.2 or 30 of the Agreement. 6. Section 26 of the Agreement is hereby deleted in its entirety and replaced with the following: 26. 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: The OC Cities: City of Costa Mesa Daniel Baker 77 Fair Drive Costa Mesa, CA 92648 Tel: (714) 754-5156 Email: daniel.baker@costamesaca.gov City of Fountain Valley Matt Mogensen, Management Analyst 10200 Slater Ave. Fountain Valley, CA 92708 Tel: (714) 593-4412 Email: Matt.Mogensen@fountainvalley.org Second Amendment SCG: Southern California Gas Company Ann Teall, Program Advisor 555 W. Fifth Street, GT20134 Los Angeles, CA 90013 Tel: (213) 244-5843 Email: alcall@scmprautilitics.com 2 of 11 City of Huntington Beach Ken Dills 2000 Main Street Huntington Beach, CA 92648 Tel: (714) 375-5055 Email: kdills@surfcity-hb.org City of Newport Beach Iris Lee, Senior Civil Engineer 100 Civic Center Drive Newport Beach, CA 92660 Tel: (949) 644-3323 Email: IrisLee@newportbeachca.gov City of Westminster Soroosh Rah bari, Building Official 8200 Westminster Blvd. Westminster, CA 92683 Tel: (714) 898-3311, ext. 250 Email: sorooshr(&ci. westmi nster.ca.us 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. PST (or PDT, as applicable), 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. 7. This Second Amendment 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. 8. Exhibit B (2010-12 ORANGE COUNTY CITIES PARTNERSHIP PROGRAM GOALS AND BUDGET) of the Agreement are hereby deleted in their entirety and replaced with the version of Exhibit B (2013-2015 ORANGE COUNTY CITIES PARTNERSHIP PROGRAM GOALS AND BUDGET) attached to this Second Amendment, which attached version is incorporated herein by reference and made a part of the Agreement. General. From and after the Second Amendment Effective Date, any reference to the Agreement contained in any notice, request, certificate or other instrument, document or agreement shall be deemed to mean the Agreement, as amended by this Second Amendment. In the event of any conflict between the Agreement, as amended, and this Second Amendment, this Second Amendment shall prevail. All remaining provisions of the Agreement shall remain unchanged and in full force and effect. Each party is fully responsible for ensuring that the person signing this Second Amendment on that party's behalf has the requisite legal authority to do so. Second Amendment 3 of 11 [SIGNATURES FOLLOW] IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed by their duly authorized representatives as of the Second Amendment Effective Date. The Cities: CITY OF COSTA MESA By: By: Name Printed: Stephen Mensinger Name Printed: Thomas R. Hatch Title: Mayor Title: CEO Date: Second Amendment Date: 4 of 11 [SIGNATURES FOLLOW] IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed by their duly authorized representatives as of the Second Amendment Effective Date. The Cities: CITY OF COSTA MESA By: Name Printed: Stephen Mensinger Title: Mayor Date: By: Name Printed: Thomas R. Hatch Title: CEO Date: Second Amendment 5 of 11 CITY OF FOUNTAIN VALLEY Name Printed: Bob Hall Title: City Manager Date: Second Amendment 6 of 11 CITY OF HUNTINGTON BEACH LM Name Printed: Matthew Harper Title: Mayor Date: By: Name Printed: Fred Wilson Title: City Manager Date: Second Amendment 7 of 11 CITY OF NEWPORT BEACH Name Printed: Dave Kiff Title: City Manager Date: Second Amendment 8 of 11 CITY OF WESTMINSTER By: Name Printed: Mitch Waller Title: City Manager Date: Second Amendment 9 of 11 SCG: 0 Name Printed: Daniel Rendler Title: Director, Customer Programs and Assistance Date: Second Amendment 100M EXHIBIT B 2013-15 Orange County Cities Partnership Program Goals and Budget 2013-2015 Energy Savings (Gross Therms) $425,641 2014 2013 2014 2015 3 -Year Total SCG 40,000 Therms 40,000 Therms 40,000 Therms 120,000 Therms Other non -resource goals are contained in the SCG PIP in Exhibit A. SCG 2013-2015 OC Cities Partnership Total Non -Incentive Budget $425,641 2014 SCG Authorized Budget 2013-2014 (Previous) 2015 2013-2015 Total Budget $10,000 Marketing & Outreach $7,000 $7,000 SCG Administrative Other $90,687 $62,233 $152,920 SCG Administrative Overhead $12,949 $7,319 $20,268 Total Utility Authorized Budget $103,636 $695552 $173,188 OC Cities Authorized Budget $168,302 $84,151 $252,453 2013-15 Total Non -incentive Program Budget $271,938 $1535703 $425,641 Projected Allocations for OC Cities Authorized Budget $252,453 Note: Incentive is a part of SCG Core Program's Incentive Budget. The incentive level is $1.00 per therm for calculated measures or 80% of the equipment cost, whichever is the lesser of the two. Incentives for deemed measures are in accordance with the incentive levels for the applicable SCG Core Programs. Sccond Amendment 11 of 11 2013 2014 2015 Administration $10,000 $10,000 $10,000 Marketing & Outreach $7,000 $7,000 $7,000 Direct implementation $67,151 $67,151 $67,151 Note: Incentive is a part of SCG Core Program's Incentive Budget. The incentive level is $1.00 per therm for calculated measures or 80% of the equipment cost, whichever is the lesser of the two. Incentives for deemed measures are in accordance with the incentive levels for the applicable SCG Core Programs. Sccond Amendment 11 of 11