Wisconsin Focus on Energy
XX Program Implementation Agreement
CB&I Environmental & Infrastructure, Inc.,
Wisconsin Focus on Energy Program Administrator
[insert name],
Program Implementer
January 1, 2015 to December 31, 2018
WISCONSIN FOCUS ON ENERGY PROGRAM NAME IMPLEMENTATION AGREEMENT
TABLE OF CONTENTS
GENERAL TERMS AND CONDITIONS 1
1. Incorporation of Recitals 1
2. Definitions 1
3. Resources for Scope of Work 6
4. Performance Standards 6
5. Funds Payable/Available to the Program 6
6. Term of Agreement 7
7. Amendment 7
8. Notifications Required Under This Agreement 7
9. Reporting Requirements 8
10. Records Available for Audit and Inspection 8
11. Ownership of Data, Records, Intellectual Property and Energy Savings; Confidential Information 9
12. Notification of Program Changes 11
13. Participation in Commission Proceedings 11
14. No Gifts or Gratuities 11
15. Use of the “Focus on Energy” Name 11
16. Focus on Energy Code of Conduct 12
17. Financial Audit 12
18. Prohibition of Assignment 12
19. Waiver 12
20. Survival of Requirements 12
21. Risk of Loss; Indemnification 12
22. Insurance Requirements 13
23. Governing Law 15
24. Compliance with Applicable Laws 15
25. Independent Program Contractor 16
26. Taxes 16
27. Funds Payable to Program Implementer 16
28. Conflict of Interest 16
29. Non-Enforcement of Non-Compete Clauses 17
30. Force Majeure 17
31. Fair Employment Practices and Americans with Disabilities Act 17
32. Program Implementer Subcontracts 17
33. Information Technology Systems 19
34. Order of Precedence Clause 19
35. Entire Agreement 19
36. Article and Other Headings 19
37. Termination of Agreement 19
ATTACHMENT A: SCOPE OF WORK FOR FOCUS ON ENERGY XX PROGRAM 22
1. Description and Objectives for Scope of Work 22
2. General Requirements 22
3. Contract Goals: Energy Savings, Budget Limits and Key Performance Indicators 23
4. Scope of Work Tasks 27
5. Payment 38
6. Agreement Deliverables 40
ATTACHMENT B: SPECIFIC TERMS AND CONDITIONS 47
1. Claims Substantiation 47
2. Coordination with Other Programs 47
3. Contract Budget Reductions/Contract Termination 47
ATTACHMENT C: COMPENSATION AND PAYMENT PROCESSES 49
1. Total Contract Budget Amount 49
2. Eligible Costs and Expenses 49
3. Invoice Review, Approval and Payment 49
4. Disputed Invoices 50
5. Suspension of Payment to Program Implementer 50
6. Invoice Quality and Accuracy 50
Table of ContentsPage ii
General Terms and Conditions for XX ProgramPage 19
WISCONSIN FOCUS ON ENERGY PROGRAM IMPLEMENTATION AGREEMENT
This XX Program Implementation Agreement is effective as of January 1, 2015 by and between CB&I Environmental & Infrastructure, Inc. (“CB&I”), a Louisiana corporation with offices located at 1 South Pinckney Street, Suite 340, Madison, WI 53703, in its role as Program Administrator for Focus on Energy (hereinafter referred to as “Program Administrator”) and [Name of Program Implementer], a [state] corporation having its principal office located at [address], in its role as Program Implementer (hereinafter referred to as “Program Implementer”).
WHEREAS, Program Implementer was selected by Program Administrator to design and administer a cost-effective energy efficiency Program;
WHEREAS, Program Implementer has substantial experience designing and implementing energy efficiency programs; and
WHEREAS, Program Administrator seeks to engage Program Implementer and obtain certain services as required for Wisconsin Focus on Energy as further provided in this Agreement that will cover the implementation of the Focus on Energy XX Program;
FOR AND IN CONSIDERATION OF the premises and mutual agreements herein, Program Administrator and Program Implementer, by and through their representatives, agree as follows:
GENERAL TERMS AND CONDITIONS
1. Incorporation of Recitals
The foregoing recitals are incorporated and made part of this Agreement.
2. Definitions
When capitalized, whether in singular or plural, the following words and phrases shall have the following meanings in construing this Agreement:
a. Achieved Savings means savings for which a payment approval workflow has been completed in SPECTRUM, and SPECTRUM indicates the Incentive is “pending export” to the Fiscal Agent.
b. Addendum or Addenda means a written change to this Agreement, which is only effective when signed by both the Program Implementer and Program Administrator.
c. Agreement means this contract and all Attachments hereto, as may be amended from time to time by mutual written consent of both Parties.
d. Agricultural Producer(s) means a business engaged in growing and producing grain, livestock, milk, poultry, fruits, vegetables, Green houses, bees and honey; fish; shellfish; or other common agricultural products which are living organisms in Wisconsin. Grain elevators (grain handling and drying operations other than those residing on grain farms), feed mills, cheese producers, etc. are NOT classified as Agricultural Producing entities as they are PROCESSORS of raw agricultural products into intermediary or final products, including but not limited to cheese, meat, poultry packing, fruit and vegetable processors and ethanol plants.
e. Budget Cost Categories means the Focus on Energy cost categories which include travel, marketing, labor, Program Implementer Subcontractor, and Incentives. The travel Budget Cost Category only includes allowable travel costs as set forth in this Agreement and in the Focus on Energy Policy Manual. The marketing Budget Cost Category does not include any labor associated with marketing or marketing materials production. Program Implementer Subcontractor costs must be allocated in the appropriate Budget Cost Categories on budgets and invoices. The Incentives Budget Cost Category includes Incentives paid to Customers and Trade Allies for Measures. For direct install Programs, the Incentives Budget Cost Category may also include the full cost of the Measure, as well as labor to install the Measure.
f. Business Day(s) means days not including Saturday, Sunday or a Federal Holiday.
g. Business Program(s) means a portfolio of Focus on Energy efficiency and renewable energy programs offered to Customers of Wisconsin Energy Utilities taking service on non-residential rates or tariffs, and Agricultural Producers on residential rates or tariffs due to a residence attached to an Agribusiness. Business Programs are designed to target commercial, industrial, Agricultural Producers, schools, Local Units of Government, and non-local government Customers.
h. Commission or PSC means the Public Service Commission of Wisconsin.
i. Committed Incentive(s) means an Incentive in an Application for which a pre-approval workflow has been completed in SPECTRUM but the Incentives will not be paid until a future date.
j. Compliance Agent means the Contractor that performs compliance audits to ensure Contractors, Subcontractors and Program Implementer Subcontractors comply with the Focus on Energy Policy Manual as well as contractual requirements specified in their individual contracts.
k. Confidential Information means (1) program participant-specific information and databases comprised of such information and (2) any information provided or made available by a party that (a) is marked as proprietary or confidential; (b) is orally identified as being confidential, followed by written confirmation of confidentiality within 30 days of such verbal identification.
l. Contract Administrator or SEERA means the Statewide Energy Efficiency and Renewables Administration, which is the legal nonprofit entity formed by the energy utilities to fulfill their obligations under 2005 Wisc. Act §141. SEERA creates and funds statewide energy efficiency and renewable energy programs. SEERA also contracts, on the basis of competitive bids, with one or more organizations to administer Focus on Energy.
m. Contractor(s) means an organization contracted directly with SEERA or Commission. These organizations include, but are not limited to, the Program Administrator, Fiscal Agent, Program Evaluator, and Compliance Agent.
n. Cost-Effectiveness Calculator or Calculator means the MS Excel-based computer software tool that is used by Focus on Energy to calculate Program costs, savings and cost-effectiveness.
o. Customer(s) means a current ratepayer of Wisconsin’s Energy Utilities that purchases or installs Measures in the Focus on Energy Program.
p. Days Incentives Outstanding (DIO) means the time starting from the date that a Program Implementer receives a complete Incentive Application for payment review and ending on the day the Fiscal Agent changes the Incentive status to paid.
q. Effective Date is January 1, 2015, as stated in the prefatory paragraph.
r. Effective Useful Life means the median number of years of expected operation of a specific Measure, i.e. the time until half the units would be expected to have failed or been removed.
s. Eligible Cost(s) means those costs that can be audited, are directly attributable to the Work, are allowable under the Focus on Energy Policy Manual, and are detailed in Attachment XX.
t. Energy Utility or Energy Utilities means, as defined in Wis. Stat. §196.374(1)(e) and the Focus on Energy Policy Manual, Investor-Owned Utilities, Retail Electric Cooperatives, Wholesale Electric Cooperatives, and Municipal Utilities that provide energy to customers in Wisconsin.
u. Ex Ante Savings means the energy savings values that are contained in the Cost-Effectiveness Calculator. For values that are not contained in the Cost-Effectiveness Calculator, Ex Ante Savings refers to values contained in approved Workpapers or the Technical Reference Manual.
v. Fiscal Agent means the Contractor that, in a fiduciary capacity, receives funds, distributes funds and accounts for statewide energy efficiency and renewable energy programs specified under Wis. Stat. §196.374(2)(a).
w. Focus on Energy means the statewide energy efficiency and renewable energy programs specified under Wis. Stat. §196.374(2)(a).
x. Focus on Energy Policy Manual means the compilation of policies, as amended and revised from time to time, developed by Compliance Agent in conjunction with Program Administrator and Commission, which provides the rules, regulations and policies of Focus on Energy to be followed by Program Administrator and its subcontractors, Program Implementers, Program Implementer Subcontractors, and others working for the Focus on Energy programs.
y. Free Rider(s) means a Program Customer who would have installed Program Measures in the absence of the Program.
z. Incentive(s) means funds, provided by Focus on Energy to a Customer or Trade Ally, which enable or facilitate the implementation of an energy efficiency or renewable energy project.
aa. Investor-Owned Utility or Investor-Owned Utilities means, as defined in the Focus on Energy Policy Manual, a form of electric and/or natural gas utility owned by a group of investors. Shares of Investor-Owned Utilities are traded on public stock markets.
bb. Large Energy User(s) means a Customer of an Energy Utility that had, in any month of the preceding year, a monthly energy demand of at least 1,000 kW of electricity or 100,000 therms of natural gas and was billed at least $60,000 by the Energy Utility. Large Energy Users include industrial, institutional and commercial facilities, such as paper mills, food processors, hospitals, hotels, 4-year university buildings, and 15 publicly owned waste water plants.
cc. Lifecycle Savings means annual energy savings that are multiplied by the Effective Useful Life.
dd. Local Unit(s) of Government means, as defined in Wis. Stat. §23.24(4)(a)(1) and the Focus on Energy Policy Manual, a political subdivision of Wisconsin, a special purpose district in Wisconsin, an instrumentality or corporation of the political subdivision or special purpose district, or combination or subunit of any of the foregoing.
ee. Low Income Customer(s) means a current residential ratepayer of participating Wisconsin Energy Utilities with a household income, unless otherwise specified by Program Administrator, at or below eighty percent (80%) of State Median Income (SMI), who participates in a Focus on Energy Program in this Agreement.
ff. Measure(s) means an energy-using appliance, piece of equipment, audit, or practice that will result in measurable, reduced energy usage at a comparable level of service. Measures may also refer to Program-qualified Renewable Resources.
gg. Municipal Utility or Municipal Utilities means, as defined under Wis. Stat. §16.957(1)(q), an electric utility that is owned wholly by a municipality and that owns a retail distribution system.
hh. Notice to Proceed or NTP means notice to proceed, which occurs when the Agreement is signed by both Parties.
ii. Party or Parties means Program Administrator and Program Implementer, by and through their representatives.
jj. Performance means implementation of the Work consistent with the requirements established in this Agreement and Attachments A and XX hereto and any applicable professional standards, and to the satisfaction of Program Administrator.
kk. Pipeline Savings means savings from Committed Incentives that are expected to be achieved in future calendar years.
ll. Program(s) means the PROGRAM(S) subject to this Agreement. Program in Attachment A shall refer to the XX Program. Program in Attachment B shall refer to the XX Program.
mm. Program Administrator means the Contractor hired by SEERA to develop and administer the statewide Focus on Energy energy efficiency and renewable energy programs under Wis. Stat. §196.375(2)(a). Under this Agreement, CB&I Environmental & Infrastructure Inc. is Program Administrator.
nn. Program Evaluator means the independent third party Contractor hired by Commission to evaluate the Performance of all programs administered by Program Administrator.
oo. Program Implementer means the Subcontractor contracting with Program Administrator to implement the Focus on Energy Program. Under this Agreement, XX is Program Implementer.
pp. Program Implementer Subcontractor(s) means an entity contracted with Program Implementer to implement the Work.
qq. Program Material(s) means materials created for the Program, including but not limited to Program descriptions, web sites, fact sheets, brochures and advertisements.
rr. Project(s) means a Measure or group of Measures on a single Customer Application.
ss. Realization Rate means the ratio of gross savings to verified gross savings.
tt. Renewable Energy Offering means a component of Focus on Energy XX Program providing Incentives for renewable technologies.
uu. Renewable Resource(s) means, as defined under Wis. Stat. §196.378(1)(h), a resource that derives energy from any source other than coal, petroleum products, nuclear power except as used in a fuel cell, and natural gas. "Renewable Resource" includes resources deriving energy from any of the following: Solar energy, wind power, water power, biomass, geothermal technology, tidal or wave action or fuel cell technology that uses a renewable fuel, as determined by Commission and as addressed in Commission’s ruling 163778 under Docket 5-GF-191.