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HomeMy WebLinkAbout5.280 Original ContractRESIDENTIAL CONSERVATION AGREEMENT executed by the UNITED STATES OF AMERICA DEPARTMENT OF ENERGY acting by and through the BONNEVILLE POWER ADMINISTRATION and CITY OF PORT ANGELES Amendatory Agreement No. 4 Contract No. DE- MS79- 91BP93607 Procurement No. 76488 Effective October 1, 1993 Index to Sections Section Page 1. Term of Agreement 3 2. Program Overview 3 3. Definitions 3 4. Exhibits 4 5. Entire Agreement 4 6. Interpretation 5 7. Termination 5 8. Amendment of Agreement 5 9. Customer Duties 5 10. Budget Provisions 6 11. Obligations 6 12. Quality Assurance 7 13. Training 7 14. Program Records 7 15. Program Reports 8 16. Payment 8 17. Notices and Other Communications 9 18. Dispute Resolution and Arbitration 9 19. Severability 9 20. Signature Clause 10 02g0 Section Index to Sections Page Exhibit A (General Conservation Contract Provisions) 4 Exhibit B (Super Good Cents Program) Suspended 9 -30 -93 4 Exhibit C (Long -Term Super Good Cents Program) 4 Exhibit D (Manufactured Homes Program) Terminated 9 -30 -93 4 Exhibit E (Washington State Options) 4 Exhibit F (Oregon State Option) 4 Exhibit G (Appliance Efficiency) 4 Exhibit 11 (Manufactured Housing Acquisition Program) 4 Exhibit I (Manufactured Housing Acquisition Program -Cost Share Utilities) Terminated 9 -30 -93 4 Exhibit J (Manufactured Housing Acquisition Program -Not Bonneville Funded) Suspended 9 -30 -93 4 Exhibit X (References) 4 This AMENDATORY AGREEMENT, executed 19_, by the UNITED STATES OF AMERICA, Department of Energy, acting by and through the BONNEVILLE POWER ADMINISTRATION (Bonneville), and CITY OF PORT ANGELES (Customer), a municipal corporation organized and existing under the laws of the State of Washington. WITNESSETH: WHEREAS Bonneville is authorized by the Pacific Northwest Power Planning and Conservation Act (Northwest Power Act) to acquire electric power resources, both conservation and generation, as required to meet the needs of its customers; and WHEREAS Bonneville is required by the Northwest Power Act to acquire actual or planned load reduction through cost effective conservation; and WHEREAS the Pacific Northwest Power Plan recommends that Bonneville and its customers support conservation with promotion, financial incentives, and support activities; and WHEREAS Bonneville is directed by the Northwest Power Act to make maximum practicable use of its customers and local entities in administering and carrying out such arrangements; WHEREAS, the parties hereto executed a Residential Conservation Agreement, as amended, which hereinafter is referred to as "Agreement and WHEREAS, the parties wish to amend the body of the Agreement to reflect changes contained herein; 2 NOW, THEREFORE, the parties hereto mutually agree as follows: 1. TERM OF AGREEMENT This Agreement becomes effective on 10/1/93 (Effective Date), and shall continue in effect through June 30, 2001, unless terminated earlier as provided herein. All obligations arising from this Agreement shall be preserved until satisfied. 2. PROGRAM OVERVIEW The purpose of this Agreement is to acquire energy conservation and enhance energy efficient building practices to manage the Bonneville load growth. Bonneville shall provide payment to its Customer to promote and administer the Programs under this Agreement. New innovative products introduced, evaluated, and proven cost effective may be offered for implementation under the Programs in this Agreement. 3. DEFINITIONS All capitalized terms are as defined in Exhibit A, except that the following terms shall have the following meaning:. (a) "AdCents" means a committee composed of representatives from utilities which gives guidance to the program manager(s) as to advertising strategies. (b) "Agreement" means an acquisition contract that encompasses one or more Bonneville designed Conservation Program(s). (c) "Budget Year" means the 12 -month period commencing on October 1 and ending the following September 30. (d) "Building" means a structure containing one or more Residences. (e) "Customer" means the signatory to this Agreement other than Bonneville. For the purposes of this Agreement, Customer means Contractor as defined in Exhibit A. (f) "Manufactured Home" means a Building manufactured to U.S. Dept. Housing and Urban Development standards, in one or more sections, on a steel chassis. (g) "Model Conservation Standards (MCS)" means energy efficient Building standards developed by the Northwest Power Planning Council for new electrically heated residential Buildings. (h) "Modular Home" means a Building required to be manufactured to Uniform Building Code standards in one or more sections, and permanently sited. 3 (i) "Multifamily" means Building(s) having more than one Residence (i.e., duplexes, triplexes and apartment buildings), except as noted in Exhibit E, Option 1. Individual residences are not thermally independent in a Multifamily Building. (j) "Performance Period" means the defined effective period for each of the Programs under this Agreement. (k) "Residence" means a unit with provisions for sleeping, eating, cooking, and sanitation. (1) "Shelter Industry" means associates of the construction trade, which includes, but is not limited to, builders, Realtors, appraisers, lenders, subcontractors, suppliers, manufacturers, and dealers. (m) "Single Family" means one building having fully insulated floors, ceilings and walls, and containing only one residence, except as noted in Exhibit E. (n) "TARO" means the SGC Technical Assistance Review Committee that discusses issues relating to the SGC Technical Specifications and recommends clarifications, interpretations, and future specification changes to the Program Manager. (o) "WATTSUN" means a computer program designed to calculate the energy performance of a Building. 4. EXHIBITS Exhibit A (General Conservation Contract Provisions, dated 9/25/92), Exhibit B (Super Good Cents Program) Suspended 9/30/93, Exhibit C (Long -Term Super Good Cents Program), Exhibit D (Manufactured Homes Program) Terminated 9/30/93, Exhibit E (Washington State Options), Exhibit F (Oregon State Option), Exhibit G (Appliance Efficiency), Exhibit H (Manufactured Housing Acquisition Program), Exhibit I (Manufactured Housing Acquisition Program -Cost Share Utilities) Terminated 9/30/93, Exhibit J (Manufactured Housing Acquisition Program -Not Bonneville Funded), Suspended 9/30/93 and Exhibit X (References) are by this reference made a part of this Agreement. As additional Exhibits are developed they will be made part of this Agreement via written notice from the Contracting Officer. 5. ENTIRE AGREEMENT This Agreement sets forth the entire agreement of the parties and supersedes any and all prior agreements with respect to the subject matter of this Agreement. The rights and obligations of the parties hereunder shall be subject to and governed by this Agreement. The headings used herein are for convenient reference only and shall not affect the interpretation of this Agreement. 4 6. INTERPRETATION (a) The provisions in Exhibit A are incorporated by reference into this Agreement. In the event of a conflict, Exhibit A is subordinate to all other parts of this Agreement. (b) Except as provided in section 18 of Exhibit A, nothing contained in this Agreement shall, in any manner, be construed to abridge, limit, or deprive any party hereto of any remedy, either at law or in equity, for the breach of any of the provisions of this Agreement. (c) The provisions in Exhibit X are incorporated by reference into this Agreement. 7. TERMINATION In addition to the termination provisions of Exhibit A, the following provisions apply under this Agreement: (a) The Customer may, for its convenience, terminate this Agreement by giving Bonneville 30 days' written notice of such termination. In the event of such notice, the Customer shall cease all new activities related to the programs in this Agreement. All obligations prior to such notice shall be satisfied. (b) "Bonneville may terminate the Agreement by giving the Customer 1 year's written notice. Upon receipt of this notice, the Customer shall proceed to ramp down and close out the terminated program(s). Bonneville will not be liable for any costs that the Customer incurs 1 year after the date of the notice of termination. 8. AMENDMENT OF AGREEMENT (a) Except as provided in section 8(b) below and sections 27(b)(7) and 27(b)(8) of Exhibit A, the provisions of this Agreement may be amended only by agreement of the parties. (b) Documents incorporated in Exhibit X may be changed only to incorporate new or updated information which does not affect the requirements of this Agreement. Any such changes shall be issued by Bonneville after reasonable consultation with the Customer and shall be incorporated in this Agreement. 9. CUSTOMER DUTIES (a) The Customer's duties shall be to comply with the objectives and terms of this Agreement by operating the Programs according to the procedures identified in the Exhibits. 5 (b) The Customer shall notify the COTR of the Programs it intends to operate under this Agreement. (See sample selection sheet under Exhibit X, Reference 18.) Such notification shall be submitted with the appropriate budget forms identified in Exhibit X, Reference 12. (c) Changes to Exhibit selection shall be submitted in writing to the COTR for approval. (d) The Customer shall designate in writing who has authority to sign budget requests and financial reports for each Exhibit. (e) The Customer shall comply with (1) the terms and conditions of any permit and/or license for the Program(s) issued by any Federal, State or local governmental agency or body having jurisdiction; and (2) any Federal, State or local regulation applicable to the Program(s). All materials or equipment removed pursuant to the Program(s) shall be disposed of in accordance with applicable Federal, State and local regulations. (f) The Customer shall comply with the residential sector environmental requirements established for Bonneville programs. 10. BUDGET PROVISIONS (a) For each Budget Year following the initial Budget Year, Bonneville will notify the Customer when annual budget requests are due. Upon receipt of this notification, the Customer shall prepare and submit its annual budget request to the COTR in a format consistent with the sample budget forms in Exhibit X, Reference 12. (b) Bonneville will review the Customer's budget requests upon receipt and notify the Customer in writing of the amount Bonneville approves. (c) At any time during a Budget Year, the Customer or Bonneville may request to increase or decrease the Customer's approved budget for such Budget Year. (d) The Customer may not make commitments that exceed their approved budget. 11. OBLIGATIONS (a) Bonneville may annually obligate funds for Resource Acquisition payments upon receipt and approval by the COTR of a Project Agreement Report. The amount obligated shall be based on the Incentives detailed in the Agreement (Exhibit X, Reference 23). The amount will be obligated in the Fiscal Year in which the Builder Agreement is executed even though the project may not be completed in the current Fiscal Year. 6 (b) Annually, Customer may submit a certified Project Agreement Report (Exhibit X, Reference 23). It shall be submitted to Bonneville no later than September 15 of each year to report new commitments which occurred during the Fiscal Year ending September 30. (c) If the scope of work for an obligated project changes, the Customer may either apply available obligated funds from the same fiscal year in which the project was originally obligated or may request additional funds be obligated from the current Fiscal Year. (d) Customer will submit a Project Agreement Report (Exhibit X, Reference 23, when projects in a given fiscal year identified on the Project Agreement Report have been completed or terminated. The report will be included with financial reporting, and will include a list of projects obligated in that Fiscal Year which were terminated and the amount of obligated funds remaining. (See Exhibits C and G.) 12. QUALITY ASSURANCE (a) Quality Assurance of the activities conducted under this Agreement is essential to the long -term success of the programs. Periodic on -site reviews may be conducted by Bonneville or its designee to assess Program implementation and make recommendations for improvements. Such reviews may include a review in the office of recordkeeping and implementation procedures, as well as field inspections of work completed under this Agreement. (b) If the Customer is judged to not be in compliance with the requirements of the Agreement or one of its Exhibits, Bonneville and the Customer may jointly develop a quality improvement plan designed to improve the quality of the work performed. Such a plan may include taking remedial steps to correct the identified deficiencies. (c) If the Customer is found to be consistently out of compliance for a 15 -month period, Bonneville may, at its option, seek repayment for work performed under the Exhibit that is not in compliance with the requirements of the Exhibit, disapprove invoices and/or suspend all or a part of the Agreement as provided for under section 7(a) of Exhibit A. 13. TRAINING All Customers may attend any scheduled Bonneville- approved training. 14. PROGRAM RECORDS The Customer shall maintain records in accordance with the provisions contained in Item 2 of the appropriate Exhibits to this Agreement. 7 15. PROGRAM REPORTS (a) Reports The Customer shall submit to Bonneville reports in accordance with the provisions contained in Item 3 of the appropriate Exhibits to this Agreement. (b) Close Out The final report for each Budget Year shall be submitted in accordance with the Fiscal Year end close -out procedures provided by Bonneville. 16. PAYMENT Payments are final upon certification of a proper invoice by the COTR. Under cost reimbursement contracts final payment is certified at the time that a reimbursement is requested. Under advance type contracts, which include letter of credit method, final payment is certified at the time that an invoice is submitted to support the expenditures of the previous advance payment requested. Adjustments for prior billing errors can be made on subsequent payments by the Customer or Bonneville up to the earlier of 3 years from the end of a budget period or upon an audit. After this period, payments are final except for fraud. (a) Types of Payment The methods of payment available to the Customer are limited to the methods set forth in Exhibit X, Reference 14. Payments shall be made in accordance with the payment method selected in writing by the Customer and approved by Bonneville. The Customer may request a change in the payment method by providing written notice to Bonneville. Bonneville shall notify the Customer in writing whether such request is approved. (b) Single Audit If the Customer is required to have a Single Audit as identified in the Audit provisions in Exhibit A, Bonneville will, with appropriate prior approval, reimburse the Customer for the additional cost involved. (Approval for reimbursement shall be obtained prior to the start of the Single Audit by contacting the COTR as applicable.) (c) Current Payment Amounts Bonneville shall pay the Customer up to the amount determined in accordance with the appropriate Exhibit(s). (d) Duplicate Payments Bonneville will not pay for anything under this Agreement which has been or will be paid for under any other Bonneville agreement or financial assistance instrument. 8 17. NOTICES AND OTHER COMMUNICATIONS Written communication and financial reports between the parties shall be delivered in person or mailed to the address and to the attention of the person specified below: If to Bonneville: If to the Customer: 9 Bonneville Power Administration Puget Sound Area 201 Queen Anne Avenue North, Suite 400 Seattle, WA 98109 -1030 Attn: Marylou A. Macias TBB Contracting Officer's Technical Representative Phone: (206) 553 -2368 City of Port Angeles 321 East Fifth P. O. Box 1150 Port Angeles, WA 98362 Attn: Ken Maike Conservation Manager Phone: (206) 457 -0411 x 180 Either party may change or supplement such address or specified person by giving the other party written notice of such change. 18. DISPUTE RESOLUTION AND ARBITRATION Disputes regarding this Agreement shall be resolved under the provisions contained in section 18 of Exhibit A. 19. SEVERABILITY If any provision of this Agreement is finally adjudicated by a court of competent jurisdiction to be invalid or unenforceable, it is the parties' intent that the remainder of this Agreement, to the extent practicable, continue in full force and effect as though such provision or any part thereof so adjudicated had not been included therein. 20. SIGNATURE CLAUSE Each party hereto represents that it has the authority to execute this Agreement and that it has been duly authorized to enter into this Agreement. IN WITNESS WHEREOF, Bonneville issues this Agreement. CITY OF PORT ANGELES By Name Robert Titus (Print /Type) Title Director Date 2 -4-94 PMLAN- PMCE- (W: \PMC \CT \RCA \93607 \93 10 UNITED STATES OF AMERICA Department of Energy Bonneville Power Administration By Name (Print /Type) J ,li,d, Assistant Administrator U for Energy Resources Sue F. Hickey Date September 23. 1993 UTILITY NAME: City of Port Angeles Select one payment and one reimbursement method. Payment Method (Select One) [x Cost Reimbursement Revolving Working Capital Advance Letter of Credit NA Exhibit J Indicate exhibit selected and appropriate personnel. [X C LONG -TERM SUPER GOOD CENTS [X E WASHINGTON STATE OPTIONS Option 1 Option 2 )1 Option 3 F OREGON STATE OPTION [X G APPLIANCE EFFICIENCY )1 Water Heaters )I Shower Heads (X H MANUFACTURED HOUSING ACQUISITION PROGRAM AUTHORITY TO SIGN AMENDMENTS: Submitted by: Ken Maike Exhibit X of RCA Amendatory Agreement No. 4 Reference 18 Page 1 of 1 CONTRACT NO. DE- MS79- 91BP936o7 PROGRAM CONTACT Roger Vess Roger V' Roger Vess Roger Vess Roger Vess Roger Vess Bob Titus Reimbursement Method (Select One) [X Treasury Check Vendor Express Letter of Credit NA Exhibit J Date: BUDGET REQUEST/FINANCIAL REPORTS/PAYMENT REQUESTS Ken Maike Ken Maik� KPn Maika Ken Maike Ken Maike Ken Maike 2 -4 -94 Contract: RESIDENTIAL CONSERVATION AGREEMENT Approval: I hereby approve this Unilateral Amendatory Agreement No. 3 for inclusion in all Residential Conservation Agreements. This approval is issued in accordance with the authority delegated to me as the Contracting Officer. Implementation of This Option: The Energy Efficient Faucet Aerator option is available for immediate implementation effective upon the Contracting Officer's signature. To initiate the Energy Efficient Faucet Aerator option the customer shall follow the requirements of Exhibit G and References 7, 11, 15, 16 and 22 of this Agreement. This option is available to all Residential Conservation Agreement Customers. Changes to Agreement: Change to the Agreement shall be found in Exhibit G, and References 7, 11, 15, 16 and 22. All changes will be identified in boldface type. Please replace the existing Exhibit G, and References 7, 11, 15, and 16 with the revised version; and add the new Reference 22. Implementation: This unilateral Amendatory Agreement No. 3 is effective on the date identified below. (VS10- PMCE- 4893c) CONTRACTING OFFICER'S APPROVAL FOR RESIDENTIAL CONSERVATION AGREEMENT UNILATERAL AMENDATORY AGREEMENT NO. 3 DATED 06/19/92 Assistjft Adel r4strator for Energy Resources Name GA,--, G. ,4,0„4 Print /Type) Date 5 5 ago 6d-p 6 0 1. F BONNEVILLE POWER ADMINISTRATION Puget Sound Area Date Utility Custdmer 1992 Enclosed are Authenticated copies (2) of the Amendatory Agreements of the Residential Conservation A reement (RCA) Contract No. DE- MS -72-RP 9J3'4'7 Sincerely, Contracting Officer's Technical Representative Section 1. Effective Date of Agreement AUTHENTICATED COPY AMENDATORY AGREEMENT NO. 1 RESIDENTIAL CONSERVATION AGREEMENT executed by the UNITED STATES OF AMERICA DEPARTMENT OF ENERGY acting by and through the BONNEVILLE POWER ADMINISTRATION and CITY OF PORT ANGELES Index to Sections 2. Amendment of the Residential Conservation Agreement Amendatory Agreement No. 1 Contract No. DE- MS79- 92BP93607 Procurement No. 76488 03/09/92 Page 2 2 This AMENDATORY AGREEMENT, executed 4 Y f 19 the UNITED STATES OF AMERICA, Department of Energy, acting by and through the Bonneville Power Administration (Bonneville), and CITY OF PORT ANGELES (Contractor), a municipal corporation organized and existing under the laws of the State of Washington; W I T N E S S E T H: WHEREAS the parties entered into the Residential Conservation Agreement, Contract No. DE- MS79- 92BP93607, as amended (Agreement), to acquire energy conservation and enhance energy efficient building practices to manage the Bonneville load growth; and WHEREAS some Customers have requested changes to the termination provision; and 1 fr WHEREAS the parties, in accordance with section 8 of the Agreement, desire to amend the body thereof to reflect changes contained herein; NOW, THEREFORE, the parties hereto agree as follows: 1. Effective Date of Amendatory Aareement. This Amendatory Agreement shall be effective at 2400 hours on the date the Contractor signs (Effective Date). 2. Amendment of the Aareement. Section 7(b) is deleted in its entirety and replaced by the following: "Bonneville may terminate the Agreement by giving the Customer 1 year's written notice. Upon receipt of this notice, the Customer shall proceed to ramp down and close out the terminated program(s). Bonneville will not be liable for any costs that the Customer incurs 1 year after the date of the notice of termination." IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Agreement. /s/ SUE F. HICKEY Assistant Administrator for Energy Resources April 17. 1992 CITY OF PORT ANGELES /7 By /I Name 4oEQTJ.(,TU S (Print /Type) Title L i REcToZ (VS10 -PMCE- +1397/ +1422) UNITED STATES OF AMERICA Department of Energy Bonneville Power Administration By Cut, Assistant Administrator U for Energy Resources Name Sue F. Hickey (Print /Type) APR 1 7 992 Date Effective Date 4127/92. April 27, 1992 /s/ ROBERT J. TITUS Director �R r I AUTHENTICATED COPY Section 1. Effective Date of Agreement AMENDATORY AGREEMENT NO. 2 RESIDENTIAL CONSERVATION AGREEMENT executed by the UNITED STATES OF AMERICA DEPARTMENT OF ENERGY acting by and through the BONNEVILLE POWER ADMINISTRATION and CITY OF PORT ANGELES Index to Sections 2. Amendment of the Residential Conservation Agreement Amendatory Agreement No. 2 Contract No. DE- MS79- 92BP93607 Procurement No. 76488 03/09/92 Page 2 2 This AMENDATORY AGREEMENT, executed 4 Z' 19/by the UNITED STATES OF AMERICA, Department of Energy, acting by and through the Bonneville Power Administration (Bonneville), and CITY OF PORT ANGELES (Contractor), a municipal corporation organized and existing under the laws of the State of Washington; W I T N E S S E T H: WHEREAS the parties entered into the Residential Conservation Agreement, Contract No. DE- MS79- 92BP93607, as amended (Agreement), to acquire energy conservation and enhance energy efficient building practices to manage the Bonneville load growth; and WHEREAS some Customers have requested clarification on section 8(a), Exhibit A; NOW, THEREFORE, the parties hereto agree as follows: 1. Effective Date of Amendatory Aareement. This Amendatory Agreement shall be effective at 2400 hours on the date the Contractor signs (Effective Date). 2. Amendment of the Aareement. Exhibit A is hereby deleted in its entirety and superseded by the attached Exhibit A dated 4/1/92. IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Agreement. UNITED STATES OF AMERICA Department of Energy Bonneville Power Administration CITY 0 By /s/ SUE F. HICKEY Assistant Administrator for Energy Resources April 16, 1992 RT ANGE ES Name RO EKT J. 1I"WS (Print /Type) Title DIRECT Effective Date 412792 (VS10- PMCE +1395/ +1422) By As s ant Administrator for Energy Resources Name Sue F. Hickey (Print /Type) Date 04/16/92 /s/ ROBERT J. TITUS Director 2 April 27, 1992 AUTHENTICATED COPY RESIDENTIAL CONSERVATION AGREEMENT executed by the UNITED STATES OF AMERICA DEPARTMENT OF ENERGY acting by and through the BONNEVILLE POWER ADMINISTRATION and CITY OF PORT ANGELES Index to Sections Contract No. DE- MS79- 91BP93607 Procurement No. 76488 Section Page 1. Term of Agreement 2 2. Program Overview 2 3. Definitions 2 4. Exhibits 3 5. Entire Agreement 4 6. Interpretation 4 7. Termination 4 8. Amendment of Agreement 4 9. Customer Duties 5 10. Budget Provisions 5 11. Quality Assurance 5 12. Training 6 13 Program Records 6 14. Program Reports 6 15. Payment 6 16. Notices and Other Communications 7 17. Dispute Resolution and Arbitration 7 18. Severability 8 19. Signature Clause 8 Exhibit A (General Conservation Contract Provisions) 3 Exhibit B (Super Good Cents Program) 3 Exhibit C (Long -Term Super Good Cents Program) 3 Exhibit D (Manufactured Homes Program) 3 Exhibit E (Washington State Options) 3 Exhibit F (Oregon State Option) 3 Section Page Exhibit G (Appliance Efficiency) 3 Exhibit X (References) 3 This AGREEMENT, executed Z 2.-D 1q91 by the UNITED STATES OF AMERICA, Department of Energy, acting by and through the BONNEVILLE POWER ADMINISTRATION (Bonneville), and CITY OF PORT ANGELES (Customer), a municipal corporation organized and existing under the laws of the State of Washington. W I T N E S S E T H: WHEREAS Bonneville is authorized by the Pacific Northwest Power Planning and Conservation Act (Northwest Power Act) to acquire electric power resources, both conservation and generation, as required to meet the needs of its customers; and WHEREAS Bonneville is required by the Northwest Power Act to acquire actual or planned load reduction through cost effective conservation; and WHEREAS the Pacific Northwest Power Plan recommends that Bonneville and its customers support conservation with promotion, financial incentives, and support activities; and WHEREAS Bonneville is directed by the Northwest Power Act to make maximum practicable use of its customers and local entities in administering and carrying out such arrangements; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Term of Agreement. This Agreement becomes effective on the date the Customer signs (Effective Date), and shall continue in effect through June 30, 2001, unless terminated earlier as provided herein. All obligations arising from this Agreement shall be preserved until satisfied. 2. Program Overview. The purpose of this Agreement is to acquire energy conservation and enhance energy efficient building practices to manage the Bonneville load growth. Bonneville shall provide payment to its Customer to promote and administer the Programs under this Agreement. New innovative products introduced, evaluated, and proven cost effective may be offered for implementation under the Programs in this Agreement. 3. Definitions. All capitalized terms are as defined in Exhibit A, except that the following terms shall have the following meaning: (a) "Adcents" means a committee composed of representatives from utilities which gives guidance to the program manager(s) as to advertising strategies. 2 (b) "Agreement" means an acquisition contract that encompasses one or more Bonneville- designed Conservation Program(s). (c) "Budget Year means the 12 -month period commencing on October 1 and ending the following September 30. (d) "Building" means a structure containing one or more Residences. (e) "Customer" means the signatory to this Agreement other than Bonneville. For the purposes of this Agreement, Customer means Contractor as defined in Exhibit A. (f) "Manufactured Home" means a Building manufactured to U.S. Dept. Housing and Urban Development standards, in one or more sections, on a steel chassis. (g) "Model Conservation Standards (MCS)" means energy- efficient Building standards developed by the Northwest Power Planning Council for new electrically heated residential Buildings. (h) "Modular Home" means a Building required to be manufactured to Uniform Building Code standards in one or more sections, and permanently sited. (1) "Multifamily" in new construction means Building(s) having more than one Residence (i.e., duplexes, triplexes and apartment buildings), except as noted in Exhibit E. (j) "Performance Period" means the defined effective period for each of the Programs under this Agreement. (k) "Residence" means a unit with provisions for sleeping, eating, cooking, and sanitation. (1) "Shelter Industry" means associates of the construction trade, which includes, but is not limited to, builders, Realtors, appraisers, lenders, subcontractors, suppliers, manufacturers, and dealers. (m) "Single Family" means one building containing only one residence, except as noted in Exhibit E. (n) "Super Group" means an advisory group whose primary responsibility is that of reviewing program operations and making recommendations to the program managers. (0) "WATTSUN" means a computer program designed to calculate the energy performance of a Building. 4. Exhibits. Exhibit A (General Conservation Contract Provisions, dated 11/1/91), Exhibit B (Super Good Cents Program), Exhibit C (Long -Term Super Good Cents Program), Exhibit D (Manufactured Homes Program), Exhibit E 3 (Washington State Options), Exhibit F (Oregon State Option), Exhibit G (Appliance Efficiency), and Exhibit X (References) are by this reference made a part of this Agreement. As additional Exhibits are developed they will be made part of this Agreement via written notice from the Contracting Officer. 5. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes any and all prior agreements with respect to the subject matter of this Agreement. The rights and obligations of the parties hereunder shall be subject to and governed by this Agreement. The headings used herein are for convenient reference only and shall not affect the interpretation of this Agreement. 6. Interpretation. (a) The provisions in Exhibit A are incorporated by reference into this Agreement. In the event of a conflict, Exhibit A is subordinate to all other parts of this Agreement. (b) Except as provided in section 18 of Exhibit A, nothing contained in this Agreement shall, in any manner, be construed to abridge, limit, or deprive any party hereto of any remedy, either at law or in equity, for the breach of any of the provisions of this Agreement. (c) The provisions in Exhibit X are incorporated by reference into this Agreement. 7 Termination. In addition to the termination provisions of Exhibit A, the following provisions apply under this Agreement: (a) The Customer may, for its convenience, terminate this Agreement by giving Bonneville 30 days' written notice of such termination. In the event of such notice, the Customer shall cease all new activities related to the programs in this Agreement. All obligations prior to such notice shall be satisfied. (b) Bonneville may, for its convenience, terminate this Agreement pursuant to section 8(a) of Exhibit A. 8 Amendment of Agreement. (a) Except as provided in section 8(b) below and sections 27(b)(7) and 27(b)(8) of Exhibit A, the provisions of this Agreement may be amended only by agreement of the parties. (b) Documents incorporated in Exhibit X may be changed only to incorporate new or updated information which does not affect the requirements of this Agreement. Any such changes shall be issued by Bonneville after reasonable consultation with the Customer and shall be incorporated in this Agreement. 4 9. Customer Duties. (a) The Customer's duties shall be to comply with the objectives and terms of this Agreement by operating the Programs according to the procedures identified in the Exhibits. (b) The Customer shall notify the COTR of the Programs it intends to operate under this Agreement. (See sample selection sheet under Exhibit X, Reference 18.) Such notification shall be submitted with the appropriate budget forms identified in Exhibit X, Reference 12. (c) Changes to Exhibit selection shall be submitted in writing to the COTR for approval. (d) The Customer shall designate in writing who has authority to sign budget requests and financial reports for each Exhibit. (e) The Customer shall comply with (1) the terms and conditions of any permit and /or license for the Program(s) issued by any Federal, State or local governmental agency or body having jurisdiction; and (2) any Federal, State or local regulation applicable to the Program(s). All materials or equipment removed pursuant to the Program(s) shall be disposed of in accordance with applicable Federal, State and local regulations. (f) The Customer shall comply with the residential sector environmental requirements established for Bonneville programs. 10. Budget Provisions. (a) For each Budget Year following the initial Budget Year, Bonneville will notify the Customer when annual budget requests are due. Upon receipt of this notification, the Customer shall prepare and submit its annual budget request to the COTR in a format consistent with the sample budget forms in Exhibit X, Reference 12. (b) Bonneville will review the Customer's budget requests upon receipt and notify the Customer in writing of the amount Bonneville approves. (c) At any time during a Budget Year, the Customer or Bonneville may request to increase or decrease the Customer's approved budget for such Budget Year. 11. Quality Assurance. (a) Quality Assurance of the activities conducted under this Agreement is essential to the long -term success of the programs. Periodic on -site reviews may be conducted by Bonneville or its designee to assess Program implementation and make recommendations for improvements. Such reviews may include a review in the office of recordkeeping and implementation procedures, as well as field inspections of work completed under this Agreement. 5 (b) If the Customer is judged to not be in compliance with the requirements of the Agreement or one of its Exhibits, Bonneville and the Customer may jointly develop a quality improvement plan designed to improve the quality of the work performed. Such a plan may include taking remedial steps to correct the identified deficiencies. (c) If the Customer is found to be consistently out of compliance for a 15 -month period, Bonneville may, at its option, seek repayment for work performed under the Exhibit that is not in compliance with the requirements of the Exhibit, disapprove invoices and /or suspend all or a part of the Agreement as provided for under section 7(a) of Exhibit A. 12. Training. Training will be offered on an as- needed basis. All Customers may attend any scheduled Bonneville- approved training. Training will be offered at Customer meetings and scheduled sessions, depending on the demand and need. 13. Program Records. The Customer shall maintain records in accordance with the provisions contained in Item 2 of the appropriate Exhibits to this Agreement. 14. Program Reports. (a) Reports. The Customer shall submit to Bonneville reports in accordance with the provisions contained in Item 3 of the appropriate Exhibits to this Agreement. The same reporting schedule shall be used for all Exhibits elected under this Agreement. (b) Close Out. The final report for each Budget Year shall be submitted in accordance with the Fiscal Yearend close -out procedures provided by Bonneville. 15. Payment. Payments are final upon certification of a proper invoice by the COTR. Under cost reimbursement contracts final payment is certified at the time that a reimbursement is requested. Under advance type contracts, which include letter of credit method, final payment is certified at the time that an invoice is submitted to support the expenditures of the previous advance payment requested. Adjustments for prior billing errors can be made on subsequent payments by the Customer or Bonneville up to the earlier of 3 years from the end of a budget period or upon an audit. After this period, payments are final except for fraud. (a) Types of Payment. The methods of payment available to the Customer are limited to the methods set forth in Exhibit X, Reference 14. Payments shall be made in accordance with the payment method selected in writing by the Customer and approved by Bonneville. The Customer may request a change in the payment method by providing written notice to 6 Bonneville. Bonneville shall notify the Customer in writing whether such request is approved. (b) Single Audit. If the Customer is required to have a Single Audit as identified in the Audit provisions in Exhibit A, Bonneville will, with appropriate prior approval, reimburse the Customer for the additional cost involved. (Approval for reimbursement shall be obtained prior to the start of the Single Audit by contacting the COTR as applicable.) (c) Current Payment Amounts. Bonneville shall pay the Customer the amount determined in accordance with the appropriate Exhibit(s). (d) Duplicate Payments. Bonneville will not pay for anything under this Agreement which has been or will be paid for under any other Bonneville agreement or financial assistance instrument. 16. Notices and Other Communications. Written communication and financial reports between the parties shall be delivered in person or mailed to the address and to the attention of the person specified below: If to Bonneville: If to the Customer: Bonneville Power Administration Puget Sound Area Office 201 Queen Anne Avenue North P.O. Box C -19030 Seattle, WA 98109 -1030 Attn: Marylou Macias TBB Contracting Officer's Technical Representative (206) 553 -2368 City of Port Angeles 321 E. Fifth Street P.O. Box 1150 Port Angeles, WA 98362 Attn: Ken Maike Roger Vess (206) 457 -0411, Ext. 186 Either party may change or supplement such address or specified person by giving the other party written notice of such change. 17. Dispute Resolution and Arbitration. Disputes regarding this Agreement shall be resolved under the provisions contained in section 18 of Exhibit A. 18. Severability. If any provision of this Agreement is finally adjudicated by a court of competent jurisdiction to be invalid or unenforceable, it is the parties' intent that the remainder of this Agreement, to the extent practicable, continue in full force and effect as though such provision or any part thereof so adjudicated had not been included therein. 19. Signature Clause. Each party hereto represents that it has the authority to execute this Agreement and that it has been duly authorized to enter into this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement. /s/ SUE F. HICKEY November 20, 1991 CITY OF PORT ANGELES (VS6 -PMCE- +1025/ +1026) UNITED OF AMERICA Department of Energy Bonneville Porr Adm"iii s ation A 01. ele Assistant Administrator's' for Energy Resources NOV 201991 By Date By /s/ ROBERT J. TITUS t Title IIIR.EcrtR. Director Date 12 .1 /24) 4/9/ December 20, 1991 8