Loading...
HomeMy WebLinkAbout1983-045 Agrmt - BPA No DE-MS79-83BP91413(AUTHENTICATED COPY) Contract No. DE-MS79-83BP91549 7/1/83 STREET AND AREA LIGHTING PROGRAM CONSERVATION AGREEMENT executed by the UNITED STATES OF AMERICA DEPARTMENT OF ENERGY acting by and through the BONNEVILLE POWER'ADMINISTRATION and THE CITY OF ASHLAND Index to Sections Section 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. Definitions .................................................. Term of Agreement ............................................ Exhibits ..................................................... Availability ................................................. Program Procedures ........................................... Disposal ..................................................... Contractor Participation ..................................... Allocated Budget Share ....................................... Additional Budget Submittal Requirements ..................... Approved Budget Formulas ..................................... Payment Procedures ........................................... Use of Bonneville Funds by the Contractor .................... Program Records ..................................... . ......... Page 3 4 4 4 4 5 5 5 5 6 6 7 8 Section 14. 15. 16. Program Reports ......................... l .................... Notices and Other Communications ............................. Consideration ................................................ Exhibit A (General Conservation Contract Provisions) ......... Exhibit B (Reimbursable Conversions and Retrofits and Payment Levels) .............................................. Exhibit C (Allocated Budget Share) ........................... Exhibit D (Approved Budget Formula) .......................... Exhibit E (Payment Methods) .................................. Exhibit F (Annual Energy Savings) ............................ Exhibit G (Referenced Documents) ............................. Page 8 9 10 4 4 4 4 4 4 4 This AGREEMENT, executed August 29 , 198_~_3, by the UNITED STATES OF AMERICA, Department of Energy, acting by and through the BONNEVILLE POWER ADMINISTRATOR (Bonneville), and THE CITY OF ASHLAND (Contractor), a municipal corporation of the State of Oregon, WITNES SETH : WHEREAS Bonneville is required by the Regional Act to acquire cost-effective conservation and to implement cost-effective conservation measures; and WHEREAS Bonneville, to the extent conservation measures require direct arrangements with consumers, is obligated by the Regional Act to make maximum practicable use of its customers and local entities in administering and carrying out such arrangements; and WHEREAS the parties intend to jointly implement measures to achieve reductions in electric power consumption as a result of increased efficiency of energy use; and 2 WHEREAS Bonneville wiil pay the Contractor for Conversion or Retrofit of certain existing Street and Area Lighting in accordance with the terms of this Agreement; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Definitions. ia) "Area Lighting"'means all outside Luminaires operating on at least a dusk-to-dawn basis, other than Street Lighting, owned by an Electric Utility, political subdivision of the state, or governmental jurisdiction, which illuminate, and are reasonably intended to continue to illuminate areas. (b) "Conversion" means the permanent replacement of a Luminaire and the replacement of the Lamp. (c) "Effective Date" means 2400 hours on the later of September 30, 1983, or the last day of the month in which the Contractor executes this Agreement. id) "Initial Budget Year" means the period commencing on the Effective Date and ending on September 30, 1984. (e) "Lamp" means the light source of a Luminaire. l if) "Luminaire" means a lighting unit exclusive of the Lamp. (g) "Operating Area" means that portion of the Contractor's service area which is located within the Region. ih) "Retrofit,' means the permanent replacement of a portion of the constituent parts of a Luminaire and the replacement of the Lamp. ii) "Street Lighting" means all outside Luminaires operating on at least a dusk-to-dawn basis which are owned by an Electric Utility, political subdivision of the state, or governmental jurisdiction, and which illuminate and are reasonably intended to continue to illuminate any privately or publicly travelled pedestrian or vehicular thoroughfare. 2. Term of Agreement. This Agreement becomes effective on the Effective Date and shall ~ontinue in effect until 2400 hours on September 30, 1991, unless terminated earlier as provided herein. All obligations arising from this Agreement shall be preserved until satisfied. 3. Exhibits. Exhibit A (General Conservation Contract Provisions), Exhibit B (Reimbursable Conversions and Retrofits and Payment Levels), Exhibit C (Allocated Budget Share), Exhibit D (Approved Budget Formula), Exhibit E (Payment Methods), Exhibit F (Annual Energy Savings), and Exhibit G (Referenced Documents) are hereby made a part of this Agreement. 4. Availability. The Program is available for Street and Area Lighting in the Operating Area which was installed prior to September 15, 1981, and which can be Converted to lower wattage ~high-pressure sodium (HPS), low-pressure sodi. um (LPS), or metal halide (MH) vapor Luminaires or which can be Retrofitted to accommodate lower wattage HPS, LPS, or MN vapor Lamps. Photocells are not eligible for payment under this Agreement. 5. Program Procedures. (a) The Contractor shall comply with the following procedures in accomplishing Conversions or Retrofits: (1) the Contracto~ shall establish material and installation specifications for Conversions and Retrofits; and (2) the Contractor shall certify, based on an inspection, that each Conversion or Retrofit meets or exceeds the materials and installation specifications established in accordance with paragraph (1) above. (b) Conversions or Retrofits not specifically listed in Exhibit B may be eligible for payment under this Agreement. The Contractor may submit a written request for an additional Conversion or Retrofit to Bonneville. Such r~quest shall contain the number, type, wattage, lumen level, and annual burning hours of the Street or Area Lighting presently in place and of the proposed additional Retrofit o~ Conversion. Bonneville shall notify the Contractor in a timely manner whether such request has been approved, disapproved, or contains insufficient information. (c) Subsequent to the Effective Date, the Contractor shall not install within the Operating Area mercury vapor, fluorescent, or incandescent lighting which qualifies for Retrofit or Conversion under this Agreement unless bound by a contract executed as of October 1, 1983, to provide mercury vapor, fluorescent, or incandescent lighting service. 6. Disposal. Mercury vapor and fluorescent ballasts and incandescent Luminaires removed during Retrofit or Conversion shall be destroyed. 7. Contractor Participation. Bonneville shall hold a contractor participation meeting, in accordance with section 5 of Exhibit A, no less frequently than once each calendar year during the term of this Agreement. 8. Allocated Budget Share. The Allocated Budget Share specified in Exhibit C shall be available to the Contractor in accordance with Exhibit A. 9. Additional Budget Submittal Requirements. (a) For purposes of this Agreement, the initial budget request must be received by Bonneville no later October 31, 1983 in order to be considered timely. (b) In addition to the budget reguirements stated in Exhibit A, each Budget Year request shall contain: (1) the total number of Luminaires eligible for Conversion or Retrofit as of December 5, 1980, and the number of each type, by wattage or lumen rating, in the Contractor's Operating Area; (2) the number of Retrofits and Conversions to date; and 5 (3) a projected schedule for Conversions or Retrofits anticipated over the term of this'Agreement. 10. Approved Budqet Formulas. The Contractor's initial Approved Budget for any Budget Year shall not exceed the amount determined in accordance with Exhibit D for such Budget Year, unless Bonneville informs the Contractor, in a given Budget Year, that Exhibit D does not apply. 11. Payment Procedures. (a) Bonneville shall pay the Contractor for any Conversion or Retrofit to lower wattage HPS, LPS, or MM vapor Luminaires or Lamps specified in Exhibit B which were accomplished on or after the Effective Date. Bonneville shall pay the Contractor for Retrofits or Conversions which are approved in accordance with section 5(b) in the amount specified in such approval. (b) The methods of payment available to the Contractor are set forth in Exhibit E. Payments shall be made in accordance with the method, terms, and procedures of the payment method selected in writing by the Contractor for the first energy conservation agreement executed by the Co~trac%or which is offered to %he Contractor on or after July 1, 1983. The Contractor may request a change in the payment method by providing writ%eh notice to Bonneville. Bonneville shall timely notify the Contractor in writing whether or not such request is approved. (c) The level of payment for each Conversion shall be the lesser of: (1) the sum of: (A) the fixed installation cost specified in Exhibit B for such Conversion; (B) the cost of the Luminaire determined by using a consistent inventory valuation method; and (C) the cost of the Lamp determined by using a consistent inventory valuatio'n method; or (2) the maximum reimbursement level .specified in Exhibit B for such Conversion. (d) The level of payment for each Retrofit shall be the lesser of: (1) the sum of: (A) the fixed installation cost specified in Exhibit B for such Retrofit; and (B) the material costs determined by using a consistent inventory valuation method; or (2) the maximum reimbursement level specified in Exhibit B for such Retrofit. (e) Bonneville shall pay the Contractor the amount specified in Exhibit B for special incentives for Conversions or Retrofits to a wattage lower than the wastage which is numerically listed for such Conversion or Retrofit in the "To" column of Exhibit B. This amount shall be added ~o ~he fixed installation cost for such Conversion or Retrofit and shall increase the maximum reimbursement level, if necessary. (f) Notwithstanding section 7(b)(1)(C) of Exhibit A, Bonneville shall pay the Contractor the amount determined in accordance with Exhibit B for Retrofits or Conversions which were accomplished on or after December 5, 1980, and prior to October 1, 1982, and which are otherwise eligible for retroactive reimbursement in accordance with section 7 of Exhibit A. 12. Use of Bonneville Funds by the Contractor. If a politi, cal subdivision of a state or a governmental jurisdiction other than the Contractor incurs all or a portion of the costs of a Conversion or Retrofit, the Contractor shall reimburse it from the funds'the Contractor receives from Bonneville as follows: (a) if such political subdivision of a state or governmental jurisdiction performs the installation it shall be reimbursed an amount, not to exceed the fixed installation cost specified in Exhibit B, which reflects the percent of the total installation costs incurred by such political subdivision of a state or governmental jurisdiction; and (b) if a political subdivision of a state or a governmental jurisdiction purchases materials for Conversions or Retrofits it shall be reimbursed for the actual cost of such materials, not to exceed the maximum materials repayment specified in Exhibit B. 13. Program Records. The ContractOr shall maintain a record-of the following information: (a) the number and type of Conversions or Retrofits; (b) the date and location of each Conversion or Retrofit; (c) the date of inspection of each Conversion or Retrofit; {d) supporting documents and records necessary for verification of costs reimbursed by Bonneville; (e) material and installation specifications for Conversions and Retrofits; and (f) supporting documents and records necessary to verify that the requirements of section 6 and section 11 have been satisfied. 1¢. Program Reports. The Contractor shall submit completed monthly reporting forms, referenced in Exhibit G, for each calendar month of this Agreement no later than the 15th day of the month following the calendar month for which reporting is being submitted. However, monthly reporting forms for September shall be submitted by October 10. 8 15. Notices and Other Communications. Written communication between the parties shall be delivered in person or mailed to the address and to the attention of the person specified below: I f to Bonnevi 11 e: If to Contractor: Bonneville Power Administration Eugene District - OPG Room 206, U.S. Federal Building 211 East 7th Street Eugene, Oregon 97401 Attn: Ray A. Wiley, Public Utility Specialist (503) 687-6955 The City of Ashland City H~ll Ashiana, uregon ~/bZU Attn: D. Wanderscheid-Conservation Coordinator- 482-3211 '(Nam~and/or Title)(Phone Number) .,, 16. Consideration. Exhibit F shall be used to determine the useful life of Measures for payment in accordance with section 35 of Exhibit A. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. UNITED STATES OF AMERICA Department of Energy By /s/ Peter T. Johnson Bonneville Power Administrator THE CITY OF ASHLAND ATTEST: By /s/ Robert D. Nelson Title Date Acting City Recorder Aug. 31, 1983 (WP-PKI-1812c) By Title Date /s/ L. Gordon Medaris Mayor-~ August 29, 1983 10 DRAFT GCCP Form CONS-1 GENERAL CONSERVATION CONTRACT PROVISIONS Exhibit A 7/1/83 Section Index to Sections Page I. RELATING TO ALL CONTRACTORS IN REFERENCE TO MEANING 1. Definitions ............................................. 2. Interpretation .......................................... 3. Entire Agreement ........................................ 4. Amendment of Agreement~ ................................. 5. Contractor Participation .... . ............................ 1 3 4 4 6 IN REFERENCE TO PAYMENTS 6. Submittal and Approval of the Contractor's Budget ....... 7. Payment ................................................. 8. Limitation of Progra~ Funds ............................. g. Other Sources of Funds ................................. 7 10 1Z 13 Co IN REFERENCE TO PROGRAM OPERATION lO. Arrangements with Consumers and Contractors ............. ll. Publicity and Advertising ............................... 14 14 Secti on Index to Sections (Continued) 12. Contractor Coordination ................................. 13. Suspension .............................................. 1¢. Termination ............................................. 16 18 IN REFERENCE TO PROGRAM REVIEW lB. Program Records ......................................... 16. Program Financial Audits, Monitoring Reviews, or Finanancial Compliance Reviews ..................... l?. Evaluation .............................................. 18 19 2O MISCELLANEOUS PROVISIONS 18, Notices and Other Co~mmnications ......... .. .............. lg, Indemnification ........................ ~ ................ 20. Disclaimer of Liability ................................. 21. Assignment of Agreement ................................. 22. Governing Law ........................................... 23. Cooperation with the Council ............................ 24. Dispute Resolution and Arbitration ...................... 2B. Severability ............................................ 21 21 21 22 22 22 24 PROVISIONS REQUIRED BY STATUTE OR EXECUTIVE ORDER 26. Contract Work Hours and Safety Standards ................. 27. Convict Labor ........................................... 28. Equal Employment Opportunity ...... ...................... 24 26 ii Secti on Index to Sections (Continued) Pac.:je 29. Interest of Member of Congress .......................... 30. Bonneville's Obligations Not General Obligations of the United States ...................... 31. Other Statutes, Executive Orders, and Regulations ....... II. RELATING ONLY TO ELECTRIC UTILITIES 28 28 28 IN REFERENCE TO PAYMENTS 32. Conservation Charge .................................... 29 IN REFERENCE TO PROGRAM OPERATIONS 33. Arrangements With Other Entities ....................... 34. Bonneville Coordination With Electric Utilities ........ 35. Consideration .......................................... 33 33 34 (WP-PKI-1612C) iii I. RELATING TO ALL coNTRACTORS A. IN REFERENCE TO MEANING 1. Definitions. (a) "Allocated Budget Sham" means a specified sham of the initial Program budget, determined as described in this Agreement, available to the Contractor prior to completion of the budget approval process. (b) "Alternate Charge" means the charge as determined by the methodology developed in the wholesale power rate adjustmen~ process reflecting the Contractor's allocation of conservation costs to be collected outside of Bonnevi 11 e whol esal e power rates and associated with Bonneville conservation expenditures made prior to the effective date of an election by the Contractor to pay an Alternate Charge.. (c) "Approved Budget" means the amount which Bonneville shall reserve, subject to section 8, for payment to the Contractor in accordance with this Agreement during a Budget Year. (d) "Billing Period" means a period of no more than 12 months. (e) "Budget Year" means Initial Budget Year or Subsequent Budget Year, as appropri ate. (f) "Conservation" means any reduction in Electric Power consumption as a result of installation of direct application renewable resources or of increases in the efficiency of electric energy use, production, or di stri buti on. (g) "Conservation Charge Methodology" means a scheme for calculating and assessing conservation charges. (h) "Consumer" means any end user of Electric Power in the Region. (i) "Consumer Incentive" means any payment made to or financial benefit received by a Consumer in accordance with this Agreement. (J) "Contract Charge". means the charge as determined by the methodology developed in the wholesale power rate adjustment process reflecting the Contractor's allocation of conservation costs to be collected outside of Bonneville wholesale power rates for periods when the Contractor has not elected the Alternate Charge. (k) "Contractor" means the party to this Agreement other than Bonneville. (1) "Contractor Costs" mean all costs, other than Consumer Incentives, which are payable by Bonneville for the implementation and administration of this Agreement. (m) "Council" means the Pacific Northwest Electric Power and Conservation Planning Council established in accordance with Section 4 of the Regional Act. {n) "Effective Date" means that phrase as it is defined in the body of this Agreement. "Electric Power" means electric peaking capacity, or electric energy, (o) or both. (p) "Electric Utility" means either a utility which signs a firm requirements power sales contract with Bonneville and which sells Electric Power to Consumers in the Region, or a regional Federal agency customer of Bonnevi 11 e. (q) "Financial Audit" means a complete interim closeout or final closeout audit of the records specified in the body of this Agreement. (r) "Initial Budget Year" means the period con~nencing on the Effective Date and ending on September 30 of the year specified in the body of this Agreement. (s) "Installer" means an individual, partnership, corporation, or other entity, other than the Contractor, which installs Measures covered by this Agreement. (t) "Measure" means the installation or distribution of materials or devices or the provision Of services which are described in this Agreement and are intended to accomplish Conservati on. (u) "Operating Area" means those portions of Electric Utility service areas which are located within the Region and within which the Contractor may operate in accordance with this Agreement. (v) "Plan" means the Regional Electric Power and Conservation Plan, including any amendments thereto, adopted in accordance with the Regional Act. (w) "Program" means the Measures and procedures set forth in this Agreement. (x) "Rate Adjustment Date" means any date as specified by Bonneville in a notice of intent to file revised rates as published in the Federal Register; except that such date shall not occur'earlier than g months from the date that such notice of intent is published or 12 months from any previous Rate Adjustment Date. (y) "Region" means the same as defined in the Regional Act, including any amendments thereto, (z) "Regional Act" means the Pacific Northwest Electric Power Planning and Conservation Act, Public Law g6-501. (aa) "Subsequent Budget Year" means a period, other than an Initial Budget Year, contnencing on October 1 and ending the following September 30. 2. I nterp retati on. (a) The provisions in this Exhibit shall be deemed to be a part of this Agreement. If a provision in the body of this Agreement is in conflict with a provision contained in this Exhibit, the former shall prevail. (b) Except as provided in section 24, nothing contained in this Agreement shall, in any manner, be construed to abridge, limit, or deprive any party 3 hereto of any remedy, either at law or in equity, for the breach of any of the provisions of this Agreement. (c) Only BonnevJlle's contractJng officer, or the contractJng officer's representatJve designated tn w~:~ng, shall ~ssue ~nterpmtatlons of ~hJs Agme~nt which are bJnding upon Bonneville. Such ~nte~reta~Jons shall be Jn writing and shall be d~str~bu:ed ~o each contractor whtch Js a pa~y ~o an agme~nt con~a~nJng the p~v~s~on being ~n:e~re[ed. All such ~nterpmta:~ons shall also be available for revJew at each Bonneville Ama/DJ s~ri ct Off~ce. 3. Enttm Agreement. Th~s Agme~nt sets fo~h the ent~ agreement of the pa~ies and supersedes any and all prJor agme~nts w~th msp~[ to ~he sub~: matter of th~s Agme~nt. The r~gh:s and obligations of the pa~Jes hereunder shall be sub~t ~o and governed by th~s Agme~nt. The headJngs used hemJn am for convenient reference only and shall not affec~ [he ~nte~m~at~on of this Ag~en~. 4. ~end~nt of A~ree~nt. (a) Except as provided tn subsections (b), (c), (d), and (e) below, the pmv~s~ons of th~s Agme~nt may be a~nded only by mutual ag~e~nt of the pa~es after co~let~ng the follow~ process: (1) d~s:r~but~on of a copy of the proposed a~n~nt for ~v~ew and count ~o al~ contractors whose agreement would be modified by the proposed amendmnt; (2) good faith negotiations be~een Bonneville and the Contractor ~n accolade wtth s~t~on 5; and (3) offer of the a~ndment to al~ contractors whose agreement would be ~d~f~ed by the proposed a~nd~nt and.effective on the date sp~f~ed there~ n. Except for amendments issued under subsections (b), (c), and (d) below, changes to more than one subject shall be issued in separate amendments, unless otherwise agreed by the parties. (b) Bonneville may, in order to assure that conservation is acquired under this Agreement within the cost-effective limits of the Regional Act, revise Consumer Incentives, Contractor Costs, Measures, or the method for calculating energy savings to be produced by the installation of Measures. Bonneville shall provide all contractors whose agreement would be modified by the amendment with a copy Of the amendment, accompanied by a detailed explanation of the reason the a~endment is necessary. Such contractors shall have at least 30 days from the date of receipt of the notice within which to comment on the amendment. Within a reasonable time after the expiration of such 30-day period, and after discussing the amendment as an agenda item at a meeting held in accordance with section 5, Bonneville shall consider the comments and revise the amendment, if appropriate. If Bonneville then issues an amendment, it shall be issued to all such contractors concurrently. The amendment shall then be attached hereto and made a part of this Agreement. The amendment issued by Bonneville shall provide for a one-time reimbursement to the Contractor, stated as a specific amount, for the reasonable cost, if any, of incorporating the subject matter of the amendment into the Contractor's operation under this Agreement. (c) If Bonneville determines that the implementation of all or a portion of the Program presents a health or safety threat, Bonneville shall notify the Contractor in writing of the health or safety threat and provide the Contractor with a proposed amendment to mitigate the health or safety threat. Bonneville shall provide, along with the proposed amendment, a.detailed description of the health or safety threat that it perceives and a list of the scientific, medical, or other references upon which Bonneville bases its determination. The Contractor shall have 30 days from the date of receipt of the notice within which to conmmnt on the proposed amendment. Within a reasonable time after the expiration of such 30-day period, Bonneville shall consider the con~nents, and revise the proposed amendment as necessary to mitigate the health or safety threat. If Bonneville then issues such amendment, it shall be attached hereto and made a part of this Agreement. Bonneville shall reimburse the Contractor for reasonable increases i n the costs of operating this Agreement to the extent caused by such amendment. Such reasonable increases shall be incorporated in such amendment. (d) Materials may be incorporated in this Agreement by reference. Such materials shall be changed in accordance with subsections (b) or (c) above, as appropriate. However, if the change is issued, it shall be incorporated in this Agreement by reference. (e) Bonneville shall approve any change in compensation due to payment of reasonable costs in accordance with section 13(e) or ~ection 17 by written notice to the Contractor. (f) Each amendment provided in accordance with this section shall specify an effective date, which shall be no earlier than 4 calendar months from the date of offer or issuance, as appropriate. 5. Contractor Participation. (a) Bonneville and those current and prospective contractors that desire to participate shall meet no less frequently than is provided in the body of this Agreement, to conduct periodic review of this Agreement, to discuss questions of interpretation of this Agreement, to negotiate amendments in accordance with section 4(a), to discuss amendments in accordance with sections 4(b) and (c), and to discuss changes to materials incorporated in this Agreement by reference in accordance with section 4(d). (b) Bonneville may, either on its own initiative, or upon the request of a contractor, call meetings more frequently than is provided in the body of this Agreement. If a contractor requests a meeting, Bonneville shall either grant or deny the contractor's request within 30 calendar days of its receipt. (c) Bonneville shall request agenda items, including Contractor-proposed amendments, for all meetings. Bonneville shall provide notice of the specific date, time, place, and agenda for each meeting. (d) After negotiations or discussions, as appropriate, amendments to this Agreement shall be effected as provided in section 4. B.' IN REFERENCE TO PAYMENTS 6. Submittal and Approval of the Contractor's Budget. (a) Allocated Budget Share. At the time this Agreement is initially offered, Bonneville shall advise the Contractor of its Allocated Budget Share. If Bonneville receives this Agreement, signed by the Contractor, no later than 4 calendar months after its initial offering, such Allocated Budget Share shall be available to the Contractor for 4 calendar months commencing on the Effective Date. (b) Timely Budget Requests. Budget requests for the Initial Budget Year which are received by Bonneville no later than 4 calendar months after the initial offering of this Agreement shall be considered timely. Budget requests for each Subsequent Budget Year which are received by Bonneville no later than May 1 preceding such Subsequent Budget Year shall be considered timely. (c) Untimely Bud~pt Requests. Budget requests which are not timely shall be reviewed by Bonneville in order of their receipt, and may be approved to the extent that funds remain available following the approval of timely budget requests. (d) Budget Submittal Requirements. Budget requests shall: (1) state the Contractor's expected units of accomplishment for the Budget Year; (2) separately identify Contractor Costs and Consumer Incentives; (3) Include quarterly estimates of the items specified in paragraphs (1) and (2) above; (4) include a non-binding estimate of the items specified in paragraphs (1) and (2) above for the year subsequent to the Budget Year; (5) include a work Plan which describes the methods and procedures the Contractor intends to use to achieve the Contractor's expected units of accomplishment for the Budget Year, if the Contractor has not previously operated a similar conservation program; and {6) conform to any specific requirements for budget requests contained in this Agreement. (e) Budget Approval. Bonneville shall respond to timely budget requests no later than 2 calendar months after the end of the specified time periods. Bonneville shall either approve the Contractor's budget request, approve a portion of the Contractor's budget request, or disapprove the Contractor's entire budget request. The Approved Budget shall replace the Allocated Budget Share in the initial Budget Year. Bonneville shall approve the Contractor's entire timely budget request if: {1) funds are available to meet the Contractor's budget request and all other timely budget requests; 8 (2) the budget request meets the requirements of subsection (d) above; (3) the Contractor has either demonstrated its ability to complete the expected un, ts of accomplishment contained in its budget request, or, if the Contractor has not previously operated a similar conservation program, the Contractor has described in a work plan a satisfactory method for achieving the units of accomplishment for the Budget Year; and (4) the requested amount ts w~th~n the amount determined by applying any approved Budget formula contained ~n this Agreement. [t: all of the Contractor's budget request ts not approved, Bonneville shall advise the Contractor in w~iting of its Approved Budget and the reasons for not approving the entire budget request. (f) Budget Adjustments. (1) [f less than the entire amount*of a budget request is approved, Bonneville may subsequently approve a larger amount~ not to exceed the amount recluested, and shall notify the Contractor* as soon as possible of its new Approved Budget. (2) At any t~me du~ing a Budget Year, the Contractor may request and Bonneville may agree to increase the Contractor's Approved Budget for such Budget Year; however, Bonneville shall not increase the Contractor's Approved Budget unless it has approved tn their entirety, all t~mely submitted budget requests,.or has approved a lesser amount of budget requests by reason of subsection (e) above, or because contractors have agreed to take less than the amounts recluested. Bonneville shall consider requests for increases in Approved Budgets and, to the extent approval is given, shall approve them ~n order of their receipt by Bonneville. (3) If, during any Budget Year, the Contractor fails to achieve 80 percent of its quarterly units of accomplishment as stated in its Approved Budget, upon 30 days' written notice, and after consultation with the Contractor, Bonneville may make a pro rata reduction of the Contractor's Approved Budget based on the Contractor's actual level of performance. Such reduction shall not be made if Bonneville determines that the Contractor has demonstrated that it will be able to accomplish its estimated units of accomplishment during the remainder of the Budget Year. 7. (a) Payment. Current Payment Amounts. Subject to sections 6, 8, and g, Bonneville shall pay the Contractor the amount determined in accordance with this Agreement for Measures completed on o~ after the Effective Date. (b) Retroactive Payment. Subject to sections 8 and 9, the following requirements shall apply to measures installed or completed under a contractor program which are authorized for retroactive payment in this Agreement: (1) Conditions. (A) A measure installed or completed prior to the date such measure was offered to contractors in a Bonneville conservation agreement must be "similar" to a Measure included in this Agreement. "Similar" means that a measure accomplishes the same purpose as a Measure included in this Agreement and, to a reasonable degree of ce~tdinty, is anticipated to achieve energy savings comparable to the savings expected from such Measure. The calculation of energy savings shall be made on the same basis as is used in this Agreement. (B) A measure installed or completed after the date such measure was offered to contractor~ in a Bonneville conservation lO agreement shall achieve Conservation to an equal or greater degree than i s achieved by Measures in the most recent Bonnevi 11e conservation agreement offered to contractors at the time such measures were installed or completed, and shall otherwise substantially conform to or exceed the materials and installation specifications referenced therein. The calculation of energy savings shall be made on the same basis as is used in such agreement. (C) Retroactive payment periods shall begin no earlier than the later of Oecember 5, 1980, or the date the 'Contractor became a party to a firm requirements power sales contract with Bonneville. (2) Procedures. (A) Retroactive reimbursement requests shall be received by Bonneville no later than one'year after the date such measure becomes eligible for retroactive payment in accordance with this Agreement. Retroactive reimbursement requests shall be made on the same request form for all measures which become eligible for payment on the same date. Bonneville shall consider requests for retroactive reimbursement in order of their receipt. (B) The Contractor shall request retroactive reimbursement in the same format used for current payments. Such request shall indicate clearly that it is for retroactive reimbursement. (C) Within 60 days after receipt of a claim for retroactive payment, Bonneville shall advise the Contractor whether or not the claim is complete and otherwise complies with the terms of this Agreement. With respect to any incomplete claim, Bonneville shall provide, within the same 60-day time period, a written explanation of the reasons the claim is incomplete and allow the Contractor a ll reasonable period of ttme to correct and resubmit such portion of the recluest. ~/hen the claim is complete and otherwise complies with the terms of this Agreement, Bonneville shall approve payment to the extent funds are available in the current Budget Year. The unpatd balance of the approved retroactive payment claim shall be paid within 1 calendar year of the next Rate Adjustment Date ~hich occurs after the date the Contractor is notified the claim is complete. (c) ~lhen Bonneville has paid under another agreement for the installation or completion of a pleasure or a measure ~hich meets the requirements of this section, no payments shall be made ~ith respect to such Heasure or measure under this Agreement. (d) Provisional Payments. Paymenl~s made by Bonneville in accordance w~th this Agreement shall be subject to adjustment until the claims on which such payments are based have been f~nally approved in a Financial Audit. 8. Limitation of Program Funds. (a) Bonneville shall notify the Contractor in w~iting upon determining that sufficient funds may not. be available either to make retmacttve payments in accordance with section 7(b), or to continue funding to the maximum of the Approved Budget. Such written notice shall be g~ven at least 120 days before the date of projected unavailability of funds. Bonneville shall use its best efforts, consistent w~th the prudent exercise of its fiscal ~esponsibilities, to obtain fu~her funds to pay the amount indicated in the Approved Budget. In the event of such notice, the Contracto~ shall use its best efforts to minimize the compensation payable under t,his Agreement.. (b) ~H~htn the 1;oral amounts established in the Contractor's Approved Budget, Bonneville shall pay for Pleasures that are completed within 3 calendar months following the date such written notice is received and for which timely 12 claims are received by Bonneville. Claims shall be considered timely if received by Bonneville wtthin the period specified in such written notice, which shall be no sho~er than 4 calendar months. (c) Bonneville shall notify the Contractor to the extent funds again become available during the Budget Year in which written notice is given in accordance with subsection (a) above. 9. Other Sources of Funds. (a)- Bonneville may reduce Contractor Costs or Consumer Incentives so as to limit the total reimbursement, to the Contractor or to the Consumer, from all governmental sources as indicated tn paragraphs (1) and (2) below. The Contractor shall tnqutre whether reimbursement has been received from governmental sources by the Contractor or b.y a Consumer prior to making a claim for Contractor Costs or Consumei- Incentives in accordance with this Agreement. Should the Contractor be aware of such other sources of payment, it shall notify Bonneville. Bonneville shall then consult with the Contractor to detemine if reduction of future Consumer Incentives or Contractor Costs Is appropriate. (1) Consumer Incentives may be reduced so that the total governmental reimbursement to the Consumer is limited to the actual cost of the Measure or the Consumer Incentive. (2) Contractor Costs may be reduced so that the total governmental reimbursement to the Contractor is limited to the Contractor Costs payment. (b) Bonneville funds shall not supplant funds from governmental sources that were previously spent for Measures which would otherwise qualify for payment in. accordance with this Agreement. (c) If the Contractor is a governmental entity, this section applies only to the extent that either the Contractor or the Consumer receives or has 13 received funds from another governmental entity which are used in carrying out the Program. (d) Tax credits are not considered funds or reimbursements for purposes of this Agreement. C. IN REFERENCE TO PROGRAM OPERATION 10. Arrangements with Consumers and Contractors. The Contractor shall not unreasonably discriminate among Consumers in implementing this Agreement. Bonneville shall not unreasonably discriminate among contractors in implementing this Agreement. ll. Publicity and Advertisi~. (a) Bonneville may inform the general public within the Region of the existence of the Program encompassed by this Agreement by such means as press releases, speeches, public service announcements, or the like. When applicable, such information shall indicate that the availability of the Program may vary from area to area. {b) Bonneville may inform the general public within the Region of the Program by advertising. Bonneville shall inform and coordinate with affected contractors prior to advertising the Program. When applicable, such information shall indicate that the availability of the Program may vary from area to area. _ Further, if such advertisements specifically indicate that the Contractor is a party to this Agreement, Bonneville shall coordinate the type of advertising needed with the Contractor and confirm that the Contractor is prepared to implement this Agreement prior to advertising. 14 (c) In carrying out activities authorized under subsections (a) and (b) above, Bonneville shall not, without prior approval of the Contractor: (1) directly solicit participation in a Contractor's Program by the Contractor's Consumers; or (2) mail informational materials to ~he Contractor's Consumers regarding a Contractor's Program. (d) Bonneville may, at its expense and upon request of the Contractor, make available to the Contractor informational materials regarding the Programs. {e) The Contractor shall advertise or publicize each Program to the extent necessary to stimulate Consumer interest. If the Contractor is an Electric Utility, such advertisement or'publicity shall be subject to any limitations on expenditures recoverable through rates established by the Contractor's regulatory body. (f) The Contractor shall not include in Program advertising or publicity any representations concerning: (1) warranties; or (2) the terms of financing which are offered to Consumers by Bonneville through the Contractor, without Bonneville's prior approval. Any such representations shall be sent to Bonneville for review and shall be deemed approved unless objected to in writing within 15 days after receipt. 12. Contractor Coordination (a) The Contractor shall provide, in a timely manner, the actual or estimated kilowatt or kilowatthour savings resulting from this Agreement to each Electric Utility whose load is affected by implementation of this Agreement, upon the written request.of such Electric Utility. (b) Bonneville shall provide all interested entities the opportunity to attend, observe, conanent on, and where appropriate, participate in the 15 written notice is received, Bonneville may either suspend all or a portion of the Program in this Agreement, effective upon receipt of written notice by the Contractor, or Bonneville may terminate this Agreement in accordance with section 14(c). If the Program has been suspended, Bonneville shall notify the Contractor in writing of the date that Program suspension is lifted, upon verifying that the nonconformance has been corrected. (c) In~nediate Suspension of Payment. If Bonneville has mason to believe that the Contractor is claiming payment for activities which do not conform to the mquimments of this Agreement, Bonneville may, effective upon oral notification to the Contractor, in~nediately suspend all or a portion of payment for such activities under this Agreement, and for any other activities for which payment is claimed on. the same form while the process in either subsections (a) or (b) above i.s completed. Bonneville shall issue written confirmation of such suspension of payment to the Contractor on the same day that oral notification is given. Following the completion of the process described in either subsections (a) or (b) above, and'unless this Agreement is terminated as described in subsection (b) above, Bonneville shall notify the Contractor in writing of the date that suspension of payment is lifted. (d) After a suspension imposed under subsections (a), (b) or (c) above is lifted, Bonneville shall pay for all claims that conform to the requirements of this Agreement, including claims for work performed during the previous suspension of payment. (e) If this Agreement is suspended in accordance with subsection (a) above, or is suspended under subsections (b) or (c) above and no significant corrective actions are required, Bonneville shall reimburse the Contractor for reasonable costs to the extent they are caused by such suspension. 17 14. Termination. (a) The Contractor may, for its convenience, terminate this Agreement by giving Bonneville 30 days' written notice of such termination. In the event of such notice, the Contractor shall use its best efforts to minimize the compensation payable under this Agreement. (b) Bonneville may, for its convenience, terminate this Agreement by giving the Contractor 1 year's written notice. In the event of such notice, the Contractor shall use its best efforts to minimize the compensation payable under this Agreement. {c) If the Contractor has failed to comply with the requirements of section 13(b), Bonneville may terminate this Agreement 30 days after receipt of written notice by the Contractor. (d) If the Contractor is an Electric Utility and gives notice of its intent to terminate, or terminates its firm requirements power sales contract with Bonneville, Bonneville may terminate this Agreement by giving the Contractor 30 days' written notice. (e) If the Contractor files for bankruptcy, Bonneville may terminate this Agreement by giving the Contractor 30 days' written notice. D. IN REFERENCE TO PROGRAM REVIEW 15. Program Records. (a) Records shall be maintained by the Contractor in accordance with this Agreement. The records shall be maintained by the Contractor in a form determined solely by the Contractor, so long as the requirements of subsection (b) below are met. The Contractor shall keep all records required 18 by this Agreement until the later of three years after creation of such records or notification Of completion of a Financial Audit of such records by Bonneville. Bonneville shall initiate such Financial Audit no later than 3 years after creation of the last record maintained in accordance with this secti on. (b) Program records shall be established and maintained in accordance with generally accepted accounting principles consistently applied, and in conformance with applicable, laws and Federal regulations, including the provisions of the Privacy Act of lg74. A summary of the system of records developed by Bonneville to comply with the Privacy Act shall be supplied by Bonnevi 11 e. 16. Program Financial Audits, Moni'torin~ Reviews, or Financial Compliance Reviews. Bonneville may, upon. reasonable notice, conduct such Financial Audits, monitoring reviews, or financial compliance reviews of the Contractor's Program records, and of the Contractor's procedures under the terms of this Agreement as it deems appropriate. The' number, timing, and extent of such Financial Audits, monitoring reviews, or financial compliance reviews shall be at the discretion of Bonneville and may be conducted by Bonneville or its designee. Financial Audits shall be conducted in accordance with audit standards established by the Comptroller General of the United States. Monitoring reviews and financial compliance reviews shall be conducted in accordance with standards and procedures established by Bonneville. Bonneville, at its expense, may: (a) audit, examine, or inspect Program records and accounts maintained by the Contractor in accordance with the Program records section of this Ag reeme n t; (b) obtain copies of such Program records and accounts for such purposes; lg person specified in this Agreement. Notices or communications as ~equired by this Agreement shall be effective no sooner than the date of receipt by the ~eceiving pa~cy. Either pa~cy may from time to time change or supplement such add~ess or speciffed ~epresentative to whom notice shall be given by giving the other par~cy written notice of such change. 19. Indemnification. Each party shall indemnify and hold harmless the other pa~ty and its ~espective officers, agents, and employees f~om and against all claims, damages, losses, liability, and expenses, including, but not limited to, maSonable attorney's fees, arising from the negligent or other tortious acts or omissions of the first pa~ty, its officers, agents, or employees. 20. Disclaimer of Liability. (a) Netther Bonneville nor the Contractor shall be liable to the other pa~cy, or to a Consumer, for the to~cious acts or omissions of Installers or other independent contractors. Installers participating in a Program under this Agreement shall not be conside~d officers, agents, or employees of Bonneville or the Contractor. (b) Installers or other independent contractors contracting with the Contractor or Bonneville to implement the provisions of this Agreement shall be requi~ed by contract to indemnify and hold the Contractor and Bonneville harmless f~om all claims, damages, losses, liability, and expenses arising f~om the negligent or other tortious acts or omissions of such Installers or other independent contractors, their officers, agents, or employees. 21. Assignment of Agreement. Honeys due or to become due from Bonneville to the Contractor in accordance with the terms of this Agreement may be assigned by the Contractor to a bank, trust company, or other financing institution, including any Federal lending agency, for the purpose of financing any portion of the cost of this Agreement. In the event of any such assignment, the assignee thereof shall provide w~itten notice of the assignment together with a true copy of the instrument of assignment to Bonnevi 11 e. 22. ~overning .Law. To the extent Federal law is not applicable to this Agreement, the rights and obligations of the parties under this Agreement shall be governed by the laws of the State in which the headouarters of the Contractor are located. 23. Cooperation with the Council. The parties shall negotiate amendments to this Agreement as may be necessary to: (a) permit the plan or program adopted by the Council in accordance with the Regional Act, including but' not limited to provisions pertaining to conservation, renewable resources, anU fish and wildlife, to be effective in the manner and for the purposes set forth in sections 4 and 6 of the Regional Act; and (b) accommodate the analysis made by the Council' as specified in section ¢(k) of the Regional Act to the extent determined necessary by Bonnevi 11 e. 24. Dispute Resolution and Arbitration. (a) Contractual disputes involving solely questions of fact under this Agreement may be submitted to arbitration upon mutual written agreement of the parties. Questions of a party's timely performance of requirements in accordance with this Agreement, or of reasonable costs under sections 4(b),~ ¢(c), 13(e), and l? shall be submitted to arbitration. (b) When the other party agrees to arbitration, or when a dispute concerns timeliness or reasonable costs, the following procedures shall apply: (1) The party calling for arbitration shall serve notice in writing upon the other party, setting forth in detail the question or questions to be arbitrated and the arbitrator appointed by such party. (2) The other party shall, within 45 days after the receipt of such notice, appoint a second arbitrator, a~d the two so,appointed shall choose and appoint a third arbitrator within l0 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, a third arbitrator shall be appointed by the United States District Court for the District of Oregon, located in Portland, Oregon. (3) If the other party fails to name its arbitrator within 45 days after receiving notice under subsection (1) above, the arbitrator appointed shall proceed as a single' arbitrator in accordance with subsections (4) and (5) be]ow, and issue an award, which shall be accepted by both parties as final and binding as provided in subsection (5) below. (4) The arbitration hearing shall begin at Portland, Oregon, no later than 30 days after appointment of the third arbitrator and upon written notice to the parties by the arbitrators of the date, time, and location of the hearing. (5) The arbitration hearing shall be concluded within 3 days unless otherwise ordered by the arbitrators and the award thereon shall be made within l0 days after the close thereof. An award rendered by a majority of the arbitrators appointed in accordance with this Agreement shall be final and binding on all parties to the proceeding, and judgment on such award may be entered by either party in the court, state or Federal, having jurisdiction. (6) Each party shall pay for the services and expenses of the arbitrator appointed for it, for its own, attorneys' fees, and for compensation for its witnesses or consultants. All other costs incurred in connection with the arbitration, including those of the third arbitrator shall be shared equally by the parties thereto. (c) Nothing herein contained shall be deemed to give the arbitrators any authority, power, or right to alter, change, amend, modify, add to, or subtract from any of the provisions of this Agreement. 25. 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 practi.cable, continue in full force and effect as though such provision or any part thereof so'adjudicated had not been included therein. PROVISIONS REQUIRED BY STAllJTE OR EXECUTIVE ORDER 26. Contract Work Hours and Safety Standards. Thfs Agreement, if and to the extent required by applicable law or if not otherwise exempted, is subject to the following provisions: {a) Overtime Requirements. No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any laborer or mechanic in any workweek in which he is employed on such work to work in excess of eight hours in any calendar day or in excess of 40 hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times his basic rate of pay for all hours worked in excess of eight hours in any calendar day or in excess of 40 hours in such workweek, as the case may be. {b) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in subsection (a) above, the Contractor and any subcontractor responsible therefor shall be liable to any affected employee for his unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages 'shall be computed with respect to each individual laborer or mechanic employed in violation of the provisions of subsection (a) above, in the sum of $10 for each calendar day on which such employee was required or pemitted to work in excess of eight hours or in excess of the standard workweek of 40 hours without payment of the overtime wages required by the clause set forth in subsection (a) above. (c) Withholding for unpaid, wages..and liquidated dama~ies. Bonneville may withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor, such sums as may administratively be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and. liquidated damages as provided in the clause set forth in subsection (b) above. (d) Subcontracts. The Contractor shall insert in any subcontracts the clauses set forth in subsections (a) through (c) above of this provision and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts which they may enter into, together with a clause requiring this insertion in any further subcontracts that may in turn be made. (e) Records. The Contractor shall maintain payroll records containing the information specified in 29 CFR 516.2(a). Such records shall be preserved for 3 years from the completion of the contract. 27. Convict Labor. In connection with the performance of work under this Agreement, the Contractor or any subcontractor agrees not to employ any person unde~oing sentence of imprisonment except as provided by P.L. 89-176, September 10, 1965, (18 U'.S.C. 4082(c)(2)) and Executive Order 11755, December 29, 1973. 28. Equal Employment Opportunity. Outing the performance of this Agreement, if and to the extent ~equi~ed by applicable law or if not othe~ise exempted, the Contractor agrees as follows: (a) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants am employed, and that employees am treated during employment, without regard to race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or / transfer; recruitment or recruitment advertising; layoff, or termination;. rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Administrator setting forth the provisions of this clause. {b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (c) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the Administrator, advising the labor union or workers' representative of the Contractor's con~nitments under this clause, and shall post copies of the notice in conspicuous places available to employees and appli'cants for .employment. 26 (d) The Contractor will comply with all prOvisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (e) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, r~gulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to said Contractor's books, records, and accounts by Bonneville and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (f) In the event of the Contractor's noncompliance with the Equal Oppor~cunity clause of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be cancelled, terminated, or suspe'nded, in whole or in part, and the Contractor may be declared ineligible fo~ further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive' Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. (g) The Contractor will include the provisions of subsections (a) thrOugh (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as Bonneville may direct as a means of enforcing such provisions, including sanctions for noncompliance. In the event the Contractor becomes involved in or is threatened with, litigation with a subcontractor or vendor as a result 27 of such direction by Bonneville, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 29. Interest of Member of Congress. No member of or delegate to Congress, or resident con~nissioner, shall be admitted to any share or part of this Agreement or to any benefit that may arise therefrom. Nothing, however, herein contained shall be construed to extend to this Agreement if made with a corporation for its general benefit. 30. Bonneville's Obligations Not General Obligations of the United States. All offerings of obligations, and all promotional materials for such obligations, which may be offered by the Contractor to fund its activities pursuant to this Agreement shall include the language contained in the second sentence of subsection 6(j)(1) of the Regional Act. 31. Other Statutes, Executive Orders, and Regulations. (a) The Contractor agrees to comply with the following statutes, executive orders, and regulations to the extent applicable: (1) False claims. Whoever makes or presents to any person or officer in the civil, military, or naval service of the United States, or' to any department or agency thereof, any claim upon or against the United States, or any department or agency thereof, knowing such claim to be false, fictitious, or fraudulent, shall be fined not more than $10,000 or imprisoned not more than 5 years, or both. (2) Rehabilitation Act of 1973, P.L. 93-112, as amended, and the clauses contained in 41 CFR 60-741, et. seq., which concern affirmative action for handicapped workers; {3) Vietnam Era Veterans Readjustment Assistance Act of 1974, P.L. 92-540, as amended, and the clauses contained in 41 CFR 60-250, et. seq., concern affirmative action for disabled veterans and veterans of the Vietnam Era; 28 (4) Executive Order 11625 and the clauses contained in ¢1 CFR 1-1.1310-2(a),'which concern utilization of minority business enterprises; (5) Small Business Act, 15 U.S.C. 637(d)[(3)](2), as amended; (6) the clauses contained in 41 CFR 1-12.803-10 which concern certification of nonsegregated facilities; (7) Davis-Bacon Act, 40 U.S.C. 276 et seq, and 29 CFR 5, concerning wage rates for public buildings and works; and (8) Anti-Kickback Act, ¢1 U.S.C. $1. (b) The Contractor agrees to comply with requirements deemed necessary by Bonneville in order to implement Bonneville's obligations under the National Historic Preservation Act, 16 U.S.C. 470 et seq. Such requirements, if any, shall be subject to analysis and con~nent by the Contractor prior to becoming effective. II. RELATING ONLY TO ELECTRIC UTILITIES A. IN REFERENCE TO PAYMENTS 32. Conservation Charge. (a) Methodology Periods. Bonneville shall adopt a Conservation Charge Methodology in Bonneville's 1983 wholesale power rate adjustment process. Such Conservation Charge Methodology shall govern conservation charges from November l, 1983, until the Rate Adjustment Date resulting from the 1985 wholesale power rate adjustment process. Bonneville and the parties to Bonneville's wholesale power rate adjustment process shall have the option of proposing other Conservation Charge Methodologies and Bonneville shall have 29 the option of adopting another Conservation Charge Methodology in its 1985 wholesale power rate adjustment process, and in each subsequent wholesale power rate adjustment process occurring as close as is practicable to, but not less than, every fifth year following each prior wholesale power rate adjustment process in which Bonneville had such option. (b) Methodology Requirements. Each Conservation Charge Methodology shall specify in detail: (1) how Bonneville conservation costs are to be allocated between Bonneville wholesale power rates and conservation charges; and (2) how conservation charges are to be allocated among those expected to pay them. (c) Contract Charge and Alternate C. har~e Obligations. (1) The Contractor shall pay the Contract Charge, effective November l, 1983, when it is a party~to a Bonneville firm requirements power sales contract and is not paying the Alternate Charge, and until the costs intended to be recovered by the Contract Charge are fully recovered. (2) The Contractor shall pay the Alternate Charge from the effective date of an election of the Alternate Charge, as determined in accordance with subsection (d) below. The Contractor shall pay the Alternate Charge when it~is a party to a Bonneville firm requirements power sales contract, and until either the Contractor resumes its Contract Charge obligation in accordance with subsection (e) below or the costs intended to be recovered by such Alternate Charge are fully recovered. {3) The Contractor shall not be eligible for funding under this any other Bonneville conservation agreement during periods when the Contractor is obligated to pay the Alternate Charge. {d) Alternate Charge Effective Dates and Calculations. (1) The Contractor shall provide Bonneville with written notice of an election of the Alternate Charge. The effective date of such notice 3O election and the calculation of the Alternate Charge shall be in accordance with the appropriate paragraph below. (2) If such notice of election is received by Bonneville at least 7 calendar months prior to a Rate Adjustment Date, the election of the Alternate Charge shall be effective 'on such Rate Adjustment Date. The Contractor shall pay the Alternate Charge based on the costs associated with Bonneville conservation expenditures made prior to the effective date of such election, and shall be calculated in accordance with the Conservation Charge Methodology which was in effect at the time of such notice. · (2) If such notice of election is received by Bonneville no later than 60 days following a Rate Adjusi~ent Date resulting from a wholesale power rate adjustment process in Which Bonneville has the option of adopting another Conservation Charge Methodology in accordance with subsection (a) above, the election of the Alternate Charge shall be effective, at the Contractor's option as indicated in the notice of election, on (i) such Rate Adjustment Date or (ii) one calendar year following such Rate Adjustment Date. The Contractor shall pay the Alternate Charge based on costs associated with Bonneville conservation expenditures made prior to the effective date of such election, and shall be calculated in accordance with the Conservation Charge Methodology which was in effect immediately prior to the Rate Adjustment Date. (e) Resu.mption of Contract Charge. (1) The Contractor.shall notify Bonneville in writing of its desire to resume its Contract Charge obligations, and thereby its eligibility for, Bonneville conservation funding. Such resumption of the Contract Charge 31 shall be effective on the later of (A) one calendar year after the effective date of an election of an Alternate Charge, or (B) one calendar month from the date of receipt by Bonneville of a notice of resumption of the Contract Charge. (2) If the Contractor resumes its Contract Charge obligations, it shall pay Bonneville the difference between the Alternate Charge that it paid and the Contract Charge that was in effect for the period during which the Contractor was obligated to pay the Alternate Charge. (f) Late Si~n-Up. If the Contractor has not signed an agreement containing this provision by November l, 1983, and thereafter signs this Agreement, Bonneville retains the right to assess, and the Contractor agrees to pay, charges for the period between November l, 1983, and the Effective Date. Such charges to the Contractor' shall not exceed the Contract Charge that was in effect, calculated for the period between November l, 1983, and the Effective Date. (g) Renderin~ of Bills. Bonneville shall render'one bill for the appropriate charges to the Contractor for each Billing Period. The bill shall be rendered no sooner than 40 days prior to the last day of such Billing Period. (h) Payment of Bills. (1) The Contractor shall pay one bill for each Billing Period. Payment of such bill shall satisfy the obligation to pay a Contract Charge, an Alternate Charge,. and other charges as may be appropriate, for such Billing Period for all agreements containing this provision. 32 (2) Bills not paid in full on or before the close of business of the tenth day prior to the last day of the Billing Period shall bear an additional charge which shall be the greater of one-fourth percent {0.25~) of the amount unpaid or $50.00. (3) In addition, a charge of one-twentieth percent (0.05~) of the sum of the initial amount remaining unpaid and the additional charge herein described shall be added on each succeeding day until the amount due is paid in full. B. IN REFERENCE TO PROGRAM OPERATIONS 33. Arrangements with Other Entities. (a) If the Contractor is an Electric Utility which supplies power for resale to an entity that places a load on the Contractor, the Contractor may, with prior written approval of Bonneville and with the Written consent of such entity, offer the Program to Consumers of such entity~ (b) Bonneville shall have the right to revoke its approval of an arrangement meeting the conditions of subsection (a) above if the power sales contractual relationship between the Contractor and the entity changes in such a way so as to decrease the potential for energy savings to Bonneville from the Program. -(c) The terms and conditions of such arrangement shall be determined by the Contractor and the entity and shall be consistent with the terms and conditions of this Agreement. 34. Bonneville Coordination With Electric Utilities. Bonneville shall inform an Electric Utility when a conservation agreement is offered to another entity within such Electric Utility's service area. Bonneville shall require 33 in such conservation agreements that the contractor provide, in a timely manner, the actual or estimated kilowatt or kilowatthour savings resulting from such conservation agreements to each Electric Utility whose load is affected by implementation of such conservation agreement, upon the written request of such Electric Utility. 35. Consideration. The Contractor represents and warrants that it is a party to a firm requirements power sales contract with Bonneville. In consideration for Bonneville's payments to the Contractor in accordance with the terms and conditions of this Agreement, the Contractor agrees to the fol 1 owl ng.. If the Operating Area has decreased because an Electric Utility whose service area was a component of the Operating Area has ceased to be a firm requirements power sales customer of Bonneville during the Useful life of any Measures installed or completed in such component of the Operating Area in accordance with this Agreement, the Contractor shall return payments received from Bonneville for such Measures in such portion of the Operating Area to the extent provided by the following formula.' Lm . Y R = (Bonneville payments to the Contractor) x Lm where: R = reimbursement to Bonneville m = mean useful life of Measures = number of years expended in useful life of Measure, calculated on the basis of the Contractor's Program reports for this Agreement. Bonneville shall render a bill to the' Contractor for payment calculated on the above formula. Reimbursement shall be made in a lump sum payment within three months of termination of the firm requirements power sales contract, or, at the Contractor's discretion, in no more than 12 consecutive equal monthly installments, commencing on the first 34 business day of the month following the month in which termination of the firm requirements power sales contract occurs. If reimbursement is accomplished by installments, interest shall be charged on the outstanding balance at Bonneville's average Treasury borrowing interest rate for the period of time between the date of the first payment made to the Contractor and the date of the last payment made to the Contractor for which reimbursement to Bonneville is being made in accordance with this section. If, after the Contractor initiates such installment payments, the utility which previously ceased to be a firm requirements power sales customer of Bonneville executes a firm requirements power sales contract with Bonneville, the Contractor shall, from the date of such execution, no longer be obligated to make any 'further installment payments to Bonneville under this section. Bonneville, within gO days, shall return to the Contractor any such payments received from the Contractor less an amount based on the formula where Y corresponds to the period When no firm requirements power sales contract was in effect. (WP-PKI-1612c ) 35 Exhibit B, Page 1 of 2 Street and Area Lighting Program 7/1/83 Reimbursable Conversions and Retrofits and Payment Levels Conversions or Retrofits From To Fixed Maximum Maximum Installation Materials Reimbursement Cost Repayment Level Mercury Vapor 1,000 Watt 400 Watt or lower HPS 400 Watt or lower MH 180 Watt or lower LPS $100 $200 $300 $100 $200 $300 5100 $200 $300 700 Watt 400 Watt or lower HPS 250 Watt or lower MH 180 Watt or lower LPS $100 $200 $300 $100 $200 $300 $100 $200 $300 400 Watt 200 Watt or lower HPS 250 Watt or lower MH 135 Watt or lower LPS' $100 $200 $300 $100 $100 $200 $100 $20O $300 250 Watt 150 Watt or lower HPS 90 Watt or lower LPS $ 90 $110 $200 $ 90 $110 $20O 175 Watt 100 Watt 100 Watt or lower HPS 55 Watt or lower LPS $ 90 $ 60 $150 S 90 $110 $200 50 Watt HPS $ 90 $ 20 $110 Fluorescent 660 Watt 400 Watt or lower HPS 400 Watt or lower MH 180 Watt or lower LPS $100 $200 $300 $100 $200 $300 $100 $200 $300 400 Watt 200 Watt or lower HPS 180 Watt or lower LPS $100 $200 $300 $100 $200 $300 192 Watt 150 Watt or lower HPS $ 90 $ ¢0 $130 Exhibit B, Page 2 of 2 .Street and Area Lighting Program 7/1/83 Reimbursable Conversions and Retrofits and Payment Levels Conversions or Retrofits From To Fixed Maximum Maximum Installation Materials Reimbursement Cost Repayment Level Incandescent 15,000 Lumen: (860 Watt) (715 Watt) 175 Watt or lower MH 150 Watt or lower HPS 90 Watt or lower LPS $90 $110 $200 $9O $110 $2OO $90 $110 $200 10,000 Lumen: (690 Watt) (620 Watt) 100 Watt or lower HPS 90 Watt or lower LPS 175 Watt or lower MH $90 $110 $2O0 $90 $110 $20O SgO $110 $200 6,000 Lumen: (448 Watt) (405 Watt) 70 Watt or lower HPS 55 Watt or lower LPS $90 $110 $20O SgO $110 $200 4,000 Lumen: (327 Watt) (295 Watt) 70 Watt or lower HPS 55 Watt or lower LPS $90 $110 $200 $90 $110 $200 2,500 Lumen: (202 Watt) (189 Watt) 70 Watt or lower HPS $90 $110 $2O0 Special Incentive: $5 for each Conversion or Retrofit meeting the requirement in section 11(e) of the body of this Agreement. (WP-PKI-1812c) Exhibit C, Page I of 3 Street and Area Lighting Program 7/!/83 Allocated Bud§et Share For contractors who have been actively participating since at least January 1, 1983, in the Street and Area Lighting Efficiency Improvement Program II offered under the Amended Energy Conservation Agreement, the Allocated Budget Share was the portion of the budget available for these contractors' Allocated Budget Share prorated based on four times a contractor's average monthly expenditure under that program. For contractors who do not have a record of at least 4 months of expenditures, the Allocated Budget Share was based on each contractor's 1981 estimated annual megawatthours usage for street lighting. Contractors having less than 10,000 megawatthours were allocated $1,000; contractors having between 10,000 and 100,000 megawatthours were allocated $3,000; and contractors having over 100,000 megawatthours were allocated $10,000. Contractors participating in the Street and Area Lighting Efficiency Improvement Pro~ram II as of January 1~ 1983: Lower Columbia Area Puget Sound Area Contractor Amount Contractor Amount ($) ($) Ashland Blachly-Lane Cascade LocKs Central Lincoln Clark Coos Curry Cowlitz Douglas Drain EWEB Forest Grove McMinnville Monmouth Pacific Power & Light Salem Skamania Tillamook Wahkiakum West Oregon 15,733 5,852 3,140 43,462 69,848 6,195 71.060 8.745 2 457 74 803 6 632 10 535 5 133 48 603 15 848 29 035 7 779 12 320 3 980 Blaine Elmhurst Fircrest Grays Harbor Lakeview Lewis McCleary Mason No. 1 Milton Ohop Orcas Parkland Peninsula Port Angeles Seattle Snohomish Tacoma 8 884 9 462 39.801 53~101 14.455 13898 3870 8 497 12905 3 760 2 227 7 639 6 519 6 202 93 738 311733 13 387 Exhibit C, Page 2 of 3 Street and Area Lighting Program 7/1/83 Snake River Area Contractor Benton PUD Benton REA Central Electric Columbia Basin C.P. National Franklin Hood River Klickitat Lost River Lower Valley Milton Freewater Northern Wasco Richland Salmon River Surprise Valley Umatilla Electric Coop. Wasco Amount ($) 14 755 5 792 11 589 9 512 19.440 16.361 11337 9.256 4 477 10 157 12.930 4,585 9,401 6.,237 11,539 10,083 '6,043 Upper Columbia Area Contractor Amount Big Bend Chelan Cheney Douglas PUD Ellensburg Ferry Grant Inland Kittitas Lincoln Electric Coop. WA Missoula Nespelem Northern Lights Okanogan County PUD Pend Oreille Vera Washington Water Power ($) 23 589 46 476 13 858 3 880 4 390 I 088 35 419 35,047 1,247 ¢ 881 17,045 3,600 .2,154 2,725 42,210 3,457 116,204 Exhibi't C, Page 3 of 3 Street and Area Lighting Program 7/1/83 Other Contractors Contractor City of Albion Alder Mutual Light City of Bandon City of Bonners Ferry City of Burley Canby Utility Board City of Centralia Clallam County ClatsKanie PUD Clearwater Power Columbia Power Coop. Columbia REA Consolidated Irrigation Consumers Power City of Coulee Dam City of Declo East End Mutual Town of Eatonville Fall River Electric Farmers Electric Flathead Electric Glacier Electric Harney Electric City of Heyburn Idaho Co. Light & Power City of Idaho Falls Idaho Power Kootenai Electric Lane Electric Lincoln Electric Mason No. 3 (WP-PKI-1812c) Amount 1 000 1 000 1 000 1 000 1 000 1.000 I 000 3,000 1,000 1,000 1,000 1,000 1,DO0 1,000 1,000 1,000 1,000 1,000 1,000 1,000 I 000 I 000 1~000 I 000 1 000 3 000 3 000 1 000 1 000 1,000 1,000 Contractor Amount Midstate Electric City of Minidoka Montana Light & Power Montana Power Okanogan County Coop., Inc. Pacific County No. 2 PGE Prairie Power Puget Sound Power & Light Raft River Electric Ravalli County Electric Riverside Electric City of Rupert · Rural Electric City of Soda Springs South Side Electric City of Springfield Town of Steilacoom City of Sumas Tanner Electric . USBIA (Flathead) USBIA (Wapato) USBM USBR USAF USDOE USN Unity Light & Power Utah Power & Light Vigilante Electric WPPSS Wells Rural Whatcom I 000 i 000 1000 3 000 1 000 3000 10 000 I 000 10 000 I 000 1 000 I 000 I 000 I 000 i 000. 1 000 3 000 I 000 I 000 I 000 1,000 I 000 1 000 I 000 1 000 I 000 I 000 1000 1 000 1 000 1 000 1 000 1 000 Exhibit D, Page I of 2 Street and Area Lighting Program 7/1/83 Approved BudQet Formula The amount of the Contractor's initial Approved Budget shall be calculated by Bonneville in accordance with the formulas below for a given Budget Year. B x Ucp Allocation I = Rcp (B - Ma) x Ucp Allocation 2 = (Rcp - MUcp) Where: B = Amount Bonneville allocates under this method. Ucp = Contractor inventory of units eligible for Conversion or Retrofit as of December 5, 1980. Rcp = Sum of Ucp of contractors with timely budget requests. MUcp = Total units to be congerted by contractors requiring less than the allocation formula or who qualify for $10,O00'minimum. = Total of funds allocated to MUcp contractors. Ma Method Step 1: Step 2: Apply Allocation 1. Compare contractor budget requests to Allocation 1. (a) For those contractors who have requested less than their allocation: (1) Sum number of potential Conversions and Retrofit as part of MUcp. {2) Sum dollar amount requested as part of Ma. Exhibit D, Page 2 of 2 Street and Area Lighting P.rogram 7/1/83 Step 3: (b) For contractors whose allocation in Allocation I ~s less than $10,000, approve $10,000 or budget request, whichever is less. (1) Sum potential Conversions and Retrofits for these contractors. (2) Sum dollar amount associated with these contractors' budgets. (c) Add amounts determined in (a)(1) and (b)(1) above to become MUcp. (d) Add amounts determined in (a)(2) and (b)(2) above to become Ma. Apply Allocation 2 formula for remaining contractors. (This reallocates the sum of amounts above each contractor's request, if such request was less than Allocation 1. This determines the allocation for contractors whose allocation is not finally determined under Allocation 1.) (WP-PKI-1812c) Exhibit E, Page I of 5 Street and Area Lighting Program 7/1/83 Payment Methods Cost Reimbursement Method 1. Payment shall be computed based upon levels of reimbursement specified in this Agreement. 2. The Contractor shall submit monthly to Bonneville a completed Form BPA-1418-F, Monthly Financial Summary, with applicable schedules. 3. Within 30 days of receipt of the Monthly Financial Summary Bonneville shall reimburse the Contractor. Payments in excess of $25,000 will be made through direct transfer of funds from the U.S. Treasury to the Contractor's bank account. The Contractor shall notify Bonneville of the name and address of its bank, the Contractor's bank account number, and the American Bankeris Association nine-digit routing numbe~. Exhibit E, Page 2 of 5 Street and Area Lighting Program 7/1/83 Payment Methods Letter of Credit Method Summary. This is a method whereby Bonneville provides operating funds to the Contractor to fund its Conservation activities. Funds are provided in advance of actual expenditures by the Contractor and provide the Contractor with control over its daily financial operations. This method is available if Bonneville has, or expects to have, a contractual relationship under this Agreement with the Contractor which will last one year and involve annual advances aggregating at least $120,000. The Contractor may utilize the Revolving Working Capital Advance Method of payment until the Letter of Credit Method is fully operational for the Contractor. 2. Duties of the Contractor. (a) The Contractor shall submit monthly to Bonneville a completed Form BPA-1418F Monthly Financial Summary, with applicable support forms. (b) The Contractor shall notify Bonneville of the name and address of the commercial bank {Bank) which has agreed to receive payment vouchers (TFS 5401) and shall request an amount~computed in accordance with Bonneville issued instructions. (c) The Contractor shall submit properly completed signature - card (SF 1194) to Bonneville. The Contractor shall also submit properly completed payment vouchers to the Bank for the amount of the advance desired. Such payment vouchers shall be submitted to the Bank as close as is administratively possible to the issuance of checks for program disbursements. (d) The Cohtractor shall make timely reports of cash disbursements, interest income earned, and balances to Bonneville. (e) Interest income earned by the Contractor on funds advanced shall be credited or refunded to Bonneville. (f) The Contractor shall provide for effective control over and accountability for all Federal funds. (g) The Contractor shall establish internal operating procedures including but NOT limited to: (1) the correct preparation and distribution of prescribed forms; (2) monitoring of drawdowns and reviewing of other financial practices to insure against excessive withdrawals of Federal funds; and Exhibit E, Page 3 of 5 Street and Area Lighting Program 7/1/83 (3) remedial measures to correct excessive withdrawals of cash. {h) Subsections (a) through (f) above shall apply to any agent of the Contractor authorized to use such letter of credit. 3. Duties of Bonneville. (a) Bonneville shall establish the amount of the letter of credit (SF 1193) and record an obligation, if appropriate, in its accounts equal to such amount. (b) Bonneville shall transmit a certified letter of credit and signature card (SF 1194} to the U.S. Department of Treasury. The U.S. Department of Treasury shall then transmit a letter of credit and signature card to the appropriate Federal Reserve Bank. (c) Bonneville shall designate one.of its own officials as a liaison officer with the U.S. Department of Treasury. (d) Bonneville shall furnish instructions to the Contractor which provide the procedures for the letter of credit method of payment. (e) Bonneville shall revoke any unobligated portion of the letter of credit upon determination that the Contractor has failed to comply with the instructions referenced in subsection (d) above. A timely reconciliation of expenditures and advances shall be made and disbursement made to the appropriate party. Exhibit E, Page 4 of 5 Street and Area Lighting Program 7/1/83 Payment Methods Revolving Working Capital Advance Method Summary. This is a method whereby Bonneville advances funds to the Contractor in an amount equal to the estimated amount due to the Contractor from Bonneville for Conservation activities completed during the first month of the Program. Thereafter, but not less frequently than monthly, Bonneville shall replenish the advance fund based on estimated current Program needs ~pon receipt of monthly certification of actual expenditures. 2. Duties of the Contractor. (a) The Contractor shall request an amount by submitting to Bonneville completed Form BPA-1418-F, Monthly Financial Summary. (b) Interest income earned by the Cbntractor on funds advanced shall be credited or refunded to Bonneville. (c) The Contractor shall certify expenditures, indicate interest income earned, and request replenishment of the advance on a monthly basis. (d) If the Program terminates, the Contractor shall.submit a reconcilation of advances and expenditures in a timely manner. difference shall be disbursed to the appropriate party within a reasonable time. Any (e) Payments in excess of $25,000 will be made through direct transfer of funds from the U.S. Treasury to the Contractor's bank account. The Contractor shall notify Bonneville of the name and address of its bank, the Contractor's bank account number, and the American Banker's Association nine-digit routing number. 3. Duties of Bonneville. (a) Bonneville shall review the Contractor's request for an advance and approve it providing such advance is advantageous to Bonneville. (b) Bonneville retains the right to adjust the working capital fund as necessary in accordance with information furnished in accordance with section 2(c) of this payment method. Exhibit E, Page 5 of 5 Street and Area Lighting Program 7/1/83 (c) Bonneville shall revoke this advance funding method upon determination that the Contractor has failed to comply with the procedures referenced in section 2 of this payment method. A timely reconcilation of expendftures and advances shall be made and disbursement made to the appropriate party. (WP-PKI-1812c) Exhibit F, Page i of 2 Street and Area Lighting Program 7/1/83 Annual Energy Savings Conversions or Retrofits From To Lifetime (years) Expected Annual Energy Savings per Conversions or Retrofit (kWh), Mercury Vapor 1,000 Watt 400 Watt HPS 20 2,789 400 Watt MH 20 2,789 180 Watt LPS 20 3,550 310 Watt HPS 20 3,221 700 Watt 400 Watt HPS 20 1,331 310 Watt HPS 20 1,764 250 Watt MN 20 1,777 180 Watt LPS 20 2,170 150 Watt HPS 20 1,021 400 Watt 200 Watt HPS ,20 853 250 Watt MN 20 643 135 Watt LPS 20 870 100 Watt HPS 1,252 250 Watt 150 Watt HPS 20 378 100 Watt HPS 20 609 70 Watt HPS 20 773 90 Watt LPS 20 490 175 Watt 100 Watt HPS 20 286 70 Watt HPS 20 449 55 Watt LPS 20 410 100 Watt 5~ Watt HPS 20 206 Fluorescent 660 Watt 250 Watt HPS 1,920 400 Watt MH 20 1,378 400 Watt HPS 20 1,378 180 Watt LPS 20 1,750 200 Watt HPS 20 2,264 400 Watt 200 Watt HPS 20 1,147 180 Watt LPS 20 979 192 Watt 150 Watt HPS 20 250 135 Watt LPS 20 90 Computation was based on 4,200 hours burning time per year and line wattage for mercury vapor, HPS, and MH. Median circuit wattage over the lifetime of the-Luminaire was used to calculate savings for LPS. Exhibit F, Page 2 of 2 Street and Area Lighting Program 7/1/83 Annual Energy Savin§s Conversions or Retrofit From To Lifetime (years) Incandescent 15,000 Lumen (860 Watt) (715 Watt) Expected Annual Energy Savings per Conversions or Retrofit (KWh)* 10,000 Lumen (690 Watt) (620 Watt) 860W 715W 6,000 Lumen (448 Watt) (405 Watt) 150 Watt HPS 20 2,827 2,218 175 Watt MH 20 2,772 2,163 90 Watt LPS 20 2,820 2,354 4,000 Lumen (327 Watt) (295 Watt) 690W 620W 100 Watt HPS 20 2,344 2,050 175 Watt MH 20 2,058 1,764 90 Watt LPS 20 2,140 1,955 2,500 Lumen (202 Watt) (189 Watt) 448W 405W 70 Watt HPS 20 1,491 1,310 55 Watt LPS 20 1,400 1,290 327W 295W 70 Watt HPS 20 983 848 55 Watt LPS 20 962 920 202W 189W 70 Watt HPS 20 458 403 Computation was based on 4,200 hours burning time per year and line wattage for mercury vapor, HPS, and MH. Median circuit wattage over the lifetime of the Luminaire was used to calculate savings for LPS. (WP-PKI-1812c) Exhibit G, Page I of 1 Street and Area Lighting Program 7/1/83 Referenced Documents Monthly Reportin§ Forms of July 1983 (WP-PKI-1812c) (.AUTHENTICATED COPY) Contract No. DE-MS79-83BP91413 7/1/83 RESIDENTIAL WEATHERIZATION PROGRAM CONSERVATION AGREEMENT executed by the UNITED STATES OF AMERICA DEPARTMENT OF ENERGY acting by and through the BONNEVILLE POWER ADMINISTRATION THE and CITY OF ASHLAND 'Index to Sections Section 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Definitions .................................................... Term of Agreement ............................................. Exhibits ...................................................... Program Overview .............................................. Available Measures ............................................ Program Procedures ............................................ Amendment of Agreement ........................................ Contractor Participation ....................... ~ .............. Allocated Budget Share ........................................ Additional Budget Submittal Requirements ...................... Payment Procedures ............................................ Page 3 4 5 5 5 5 6 7 7 7 7 Section 12. 13. 14. 15. 16. Page Use of Bonneville Funds by Contractor ......................... 9 Program Records ............................................... 9 Program Reports ............................................... 11 Notices and Other Communications .............................. 11 Program Evaluation ............................................ 12 Exhibit A (General Conservation Contract Provisions) .......... 5 Exhibit B (Measures) .......................................... 5 Exhibit C (Payment Methods) ................................... 5 Exhibit D (Contractor Costs) .................................. 5 Exhibit E (Consumer Incentive) ................................ 5 Exhibit F (Referenc'ed Documents) .............................. 5 Exhibit G (Allocated Budget Share) ............ · ................ 5 Exhibit H (Transition Payment) ................................ 5 Exhibit I (Retroactive Payment) ............................... 5 This AGREEMENT, executed August 29 , 198~ by the UNITED STATES OF AMERICA, Department of Energy, acting by and through the BONNEVILLE POWER ADMINISTRATION (Bonneville), and THE CITY OF ASHLAND (Contractor), a municipal corporation of the State of Oregon, WITNESSETH : WHEREAS Bonneville is required by the Regional Act to acquire cost-effective conservation and to implement-cost-effective conservation measures; and WHEREAS Bonneville, to the extent conservation measures require direct arrangements with Consumers, is obligated by the Regional Act to make maximum practicable use of its customers and local entities in administering and carrying out such arrangements; and 2 WHEREAS the parties intend to jointly implement measures to achieve reductions in electric power consumption as a result of increased efficiency of energy use; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Definitions. (a) "Building" means a structure containing one or more Residences and within which: (1) all Residences are owned by one Homeowner; or (2) if Residences are owned by separate Homeowners, each Homeowner agrees, individually or collectively through the rules governing actions of a Homeowners~ association or like entity, prior to the Energy Analysis, to act as one Homeowner with regard .to this Program. (b) "Effective Date" means 2400 hours on the later of September 30, 1983, or the last day of the month in which the Contractor executes this Agreement. (c) "Energy Analysis" means an on-site inspection of a Building to estimate the potential electric energy savings from Measures and to estimate the cost of achieving such savings. (d) "Homeowner" means the fee owner, mortgagor, or the contract vendee of a Residence, including one used for rental purposes. (e) "I~itial Budget Year" means the period commencing on the Effective Date and ending on September 30, 1984. (f) "Installer" means an individual, partnership, corporation, or other entity, other than the Contractor, which installs Measures and carries liability insurance and assurance bonding for all work performed. Except for nonprofit entities, all Installers must possess either a State contractor's or similar license. (g) "Low Income Consume~' means a Consumer whose combined household income, determined in accordance with Item 10 of Exhibit F, is at or below 125 percent of the poverty level, adjusted for household size, determined in accordance with criteria established by the Director of the U.S. Office of Management and Budget. (h) "Mobile Home" means a structure, built in one or more sections on a steel chassis, which is originally designed to allow for transporting on its own wheels to different sites, and is used with or without a permanent foundation. (i) "Operating Area" means that portion of the Contractor's electrical service area which is located within the Region. (j) "Residence" means that portion ~f a structure : (1) which contains living facilities including provisions for sleeping, eating, and cooking, for one or more persons; (2) which uses electric space heating permanently installed prior to April 15, 1983; (3) which is within the Operating Area; and (4) which is not a Mobile Home. If a Residence is attached to any other Residence, the Building in which the Residences are located must be either of wood frame construction or no higher than three stories above grade. (k) "Seasonal Residence" means any Residence determined by the Contractor to be occupied for less than 180 days of each year. 2. Term of Agreement. This Agreement becomes effective on the Effective Date and shall continue in effect until 2400 hours on September 30, 1990, unless terminated earlier as provided herein. All obligations arising from this Agreement shall be preserved until satisfied. 3. Exhibits. Exhibit A (General Conservati'on Contract Provisions), Exhibit B (Measures), Exhfbit C (Payment Methods), Exhibit D (Contractor Costs), Exhibit E (Consumer Incentive), Exhibit F (Referenced Documents), Exhibit G (Allocated Budget Share), Exhibit H (Transition Payment), and Exhibit I (Retroactive Payment) are hereby made a part of this Agreement. 4. Program Overview. Bonneville shall pay the Contractor for retrofit weatherization Measures accomplished in Buildings containing Residences of Consumers and Low Income Consumers. Bonneville shall also pay the Contractor for administering the Program described in this Agreement. 5. Available Measures. Payment is available for the Measures set forth in Exhibit B. Air-to-air heat exchangers shall not be paid for under this Agreement. 6. Program Procedures. The Contractor shall comply with the following procedures in accomplishing Measures. (a) Upon request by the Consumer or Homeowner, the Contractor shall conduct an Energy Analysis of the Building in accordance with procedures contained in Item 6 of Exhibit F. The Energy Analysis shall be performed by a person certified in accordance with the energy analyst training procedures contained in Item 7 of Exhibit F. The energy analyst shall give to the Consumer or Homeowner a copy of the Privacy Act notice contained in Item 11 of Exhibit F. The Energy Analysis shall be performed by a person other than the Installer of Measures listed in sections 2 and 3 of Exhibit B or such Installer~s subcontractor. (b) At the time of the Energy Analysis of the Building, or at any time thereafter, and upon approval by the Consumer or Homeowner, the Contractor may provide for the installation of the Measures listed in section 1 of Exhibit B. ~ Such installation shall be at no cost to the Consumer.or Homeowner. (c) Using the standard heat loss methodology contained in Item 2 of Exhibit F, or an alternate heat loss methodology indexed in accordance with the procedures contained in Item 4 of Exhibit F, the Contractor shall determine all Measures eligible for payment and give the Consumer or Homeowner a list of all Measures eligible for payment and an estimate of the annual kilowatthour savings that would be realized from the installation of each of such Measures. The Contractor shall inform the Consumer or Homeowner that kickbacks, rebates or other non-Program benefits from Installers are prohibited and may be subject to Federal law. The energy analyst shall give to the Consumer or Homeowner a brochure, provided by Bonneville at Bonneville's expense, describing the possible indoor air quality effects of the Measures available under this Agreement. (d) In accordance with inspection procedures contained in Item 6 of Exhibit F, the Contractor shall provide for the inspection of each Measure installed and shall certify to Bonneville that the mate[ials and installation meet or exceed the specifications contained in Item 1 of Exhibit F. The inspection shall be performed by a person certified in accordance with the inspector training standards contained in Item 7 of Exhibit F. The inspection shall be performed by a person other than the Installer of such Measures or such Installer~s subcontractor. 7. Amendment of Agreement. The documents referenced in Exhibit F shall be amended in accordance with section 4(b) of Exhibit A; however, each document may be amended no more frequently than twice in the Initial Budget Year and once in each Subsequent Budget Year without providing a detailed explanation of the reason the proposal is necessary. 6 8. Contractor Participation. Bonneville shall hold a contractor participation meeting, in'accordance with section 5 of Exhibit A, no later than March 1 of the Initial Budget Year and no later than October 1 of each Subsequent Budget Year. 9. Allocated Bud§et Share. The Allocated Budget Share specified in Exhibit G shall be available to the Contractor in accordance with Exhibit A. 10. Additional Budqet Submittal Requirements. (a) For purposes of this Agreement, the initial budget request must be received by Bonneville no later than October 31, 1983, in order to be considered timely. (b) For each Budget Year the Contractor's request shall be submitted on work plan and budget forms referenced in Item 9 of Exhibit F and shall contain all information requested that is applicable for such Budget Year. 11. Payment Procedures. (a) The methods of payment available to the Contractor are set forth in Exhibit C. Payments shall be made in accordance with the method, terms, and procedures of the payment method selected in writing by the Co~tractor for the first energy conservation agreement executed by the Contractor which is offered to the Contractor on or after July 1, 1983. The Contractor may request a change in the payment method by providing written notice to Bonneville. Bonneville shall timely notify the Contractor in writing whether or not such request is approved. (b) Bonneville shall pay the Contractor in accordance with Exhibit D for administering this Agreement. (c) Bonneville shall pay the Contractor the amount determined in accordance with Exhibit E for installed Measures listed in Exhibit B, which are inspected in accordance with section 6(d) on or after the Effective Date. The percentages of the actual cost of the installed Measures that Bonneville shall pay in accordance with sections 2, 3, and 4 of Exhibit E shall be established for each Budget Year by the Contractor in the work plan, referenced in Item 9 of Exhibit F. (d) Notwithstanding section 7(b)(1)(C) of Exhibit A, Bonneville shall pay the Contractor the amount determined in accordance with Exhibit I for installed Measures listed in Exhibit B, which are inspected in accordance with section 6(d), which were accomplished under a Contractor program on or after December 5, 1980, and prior to October 1, 1983, and which are otherwise eligible for retroactive reimbursement in accordance with section 7 of Exhibit A. (e) If after the Effective Date a Measure is added to Exhibit B, the Contractor shall become eligible for retroactive reimbursement by Bonneville in accordance with Exhibit A for each similar measure completed or installed under a Contractor program between December 5, 1980, and~the date the Measure is added. (f) If section 4 of Exhibit B is amended to allow payment by Bonneville for Measures not previously eligible for payment due to installation restrictions, the Contractor shall become eligible for payment by Bonneville in accordance with Exhibit A for such measures: (1) which were completed or installed by the Contractor on or after December 5, 1980, and prior to the date the Measures become eligible for payment by Bonneville; (2) which include any mitigation set forth in the specifications applicable to such measures; and (3) which substantially conform to or exceed specifications listed in Item 1 of Exhibit F when'such measures were installed. (g) During a Budget Year when a retroactive'claim for measures under subsection (d), (e) or (f) above is determined to be complete, but funds are not available for full payment during such Budget Year, the Contractor may elect to have the Approved Budget for such Budget Year reduced by an amount up to the unpaid portion of such complete retroactive claim, and receive payment of such amount in such Budget Year. 12. Use of Bonneville Funds by Contractor. (a) Except for payment for Measures listed in section 1 of Exhibit B, the Contractor shall use payments from Bonneville in accordance with sections 11(c), (d), (e), and (f) as follows: (1) the Contractor shall pay or shall have paid an equal amount of funds directly to the Homeowner of the Residence in which the Measures were installed, or to the Homeowner's designee, or (2) if the Contractor operates a residential conservation loan program, or has advanced funds to a Homeowner of a Residence in which the Measures were installed, or to the Homeowner's designee, the Contractor shall use the funds paid by Bonneville and the interest earned on those funds solely to offset the principal amount or the Contractor's or Homeowner's interest costs of those conservation loans or advances. Upon satisfaction of all such loans or advances the Contractor shall return to Bonneville any remaining balance of Bonneville funds including the interest earned on those funds. This subsection shall prevail over subsections 2(b)(5) and 3(b)(2) of Exhibit C. (b) The Contractor shall use payments from Bonneville in accordance with section 11(b) to reimburse the Homeowner of the Residence in which the Measures were installed to the extent the Homeowner has paid the Contractor for conducting an energy analysis. ~ 13. Program Records. (a) The Contractor shall maintain a record of the following information regarding its transactions with each Consumer or Homeowner concerning the Measures listed in sections 1, 2, and 3 of Exhibit B that are accomplished in a Residence: (1) (2) (3) (4) Consumer's name, address, and account number; documentation of eligibility for each Low Income Consumer; water heater tank location (heated or unheated space); the Electric Power consumption during the 12-month period preceding the Energy Analysis; and (5) Electric Power Consumption for the 12-month period following inspection of Measures. (b) The Contractor shall maintain a record of the following information regarding its transactions concerning the Measures listed in sections 1, 2, and 3 of Exhibit B that are accomplished in a Building: (1) date of performance and the results of the Energy Analysis, including Building measurements and sketches, data derived from the Building for heat loss and cost savings calculations, and the list of Measures eligible for payment; (2) date of inspection and a list of Measures installed in accordance with section 6(d); (3) the disbursement of the funds expended by the Contractor in accordance with section 12; (4) total cost of installed Measures including the Consumer Incentive; (5) supporting documents and records necessary for Financial Audit and verification of costs billed to Bonneville; and (6) supporting documents and records necessary to verify that the requirements of section 11 have been satisfied. (c) When a Contractor operates a residential loan program under this Agreement, the records on each loan shall be retained for 3 years after the satisfaction of the loan. 14. Program Reports. The Contractor shall submit cor. lpleted monthly reporting and program forms, referenced in Item 8 of Exhibit F, for each . calendar month of this Agreement to be received no later than the 15th day of the month following the calendar month for which reporting is being submitted. However, monthly reporting forms for September must be received by October 10. 15. Notices and Other Co~unicat.ions. Written comnunication 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. Contractor: Bonneville Power Administration Eugene District - OPG Room 206, U.S. Federal Building 211 East 7th Street Eugene, Oregon 97401 Attn: Ray A. Wiley, Public Utility Specialist (503) 687-6955 City of Ashland City Hall Ashland~ Oregon 97520 Attn: Dick Wanderscheid-Conservation Coordinator-482-3211 (Name and/or ~itle)(Phone Number) 16. Program Evaluation. (a) The Contractor shall provide to Bonneville Program records on a random sample of Residences selected. The information submitted shall include: (1) the number of Residences from which the sample was selected; and (2) the billing records for a comparable period of time for a sample of Program nonparticipants. ll (b) The Contractor shall, upon 60 days' notice by Bonneville but no more frequently than once in any 12-month period, at the discretion of Bonneville either transmit the data collected to Bonneville or permit access to such data by Bonneville or its designee for purposes of Program evaluation. IN WITNESS WHEREOF, the parties have executed this Agreement. UNITED STATES OF AMERICA Department of Energy By /s/ Peter T. Johnson Bonneville Power Administrator THE CITY OF ASHLAND ATTEST: By /s/ Robert D. Nelson Title Acting City Recorder Date Aug. 31. 1983 (WP-PKI-1703c) By /s/ L. Gordon Medaris Title Mayor Date Auqust 29, 1983 12 DRAFT GCCP Fom CONS-1 GENERAL CONSERVATION CONTRACT PROVISIONS Exhibit A 7/1/83 Section Index to Sections P.age I, RELATING TO ALL CONTRACTORS Ae IN REFERENCE TO MEANING 1, Definitions ............................................. 2 Interpretation .... 3, Entire Agreement ........ · ................................ 4, Amendment of Agreement .................................. 5, Contractor Participation ................................ 1 3 4 4 6 Be IN REFERENCE TO PAYMENTS 6. Submittal and Approval of the Contractor's Budget ....... 7. Payment ................................................. 8. Limitation of Program Funds ............................. 9. Other Sources of Funds ................................. 7 10 12 13 IN REFERENCE TO PROGRAM OPERATION 10, Arrangements with Consumers and Contractors ............. ll. Publicity and Advertising ............................... 14 14 Section Index to Sections (Continued) Page 12. Contractor Coordination ................................. 13. Suspension .............................................. 14. Termination ............................................. 15 16 18 Do IN REFERENCE TO PROGRAM REVIEW 15. Program Records ......................................... 16. Program Financial Audits, Monitoring Reviews, or Finanancial Compliance Reviews ..................... 17. Evaluation .............................................. 19 2O Eo MISCELLANEOUS PROVISIONS 18. Notices and Other Communications ........................ 19. Indemnification ......................................... 20. Disclaimer of Liability ................................. 21. Assign~ent of Agreement ................................. 22. Governing Law ........................................... 23. Cooperation with the Council ............................ 24. Dispute Resolution and Arbitration ...................... 25. Severability ............................................ 20 21 21 21 22 22 22 2~ Fo PROVISIONS REQUIRED BY STATUTE OR EXECUTIVE ORDER 26. Contract Work Hours and Safety Standards ................ 27. Convict Labor ........................................... 28. Equal Employment Opportunity ............................ 24 25 26 ii Section Index to Sections (Continued) Pa~e 29. Interest of Member of Congress .......................... 30. Bonneville's Obligations Not General Obligations of the United States ...................... 31. Other Statutes, Executive Orders, and Regulations ....... 28 28 28 II. RELATING ONLY TO ELECTRIC UTILITIES Aa IN REFERENCE TO PAYMENTS 32. Conservation charge .................................... 29 Be IN REFERENCE TO PROGR~i OPERATIONS 33. Arrangements With Other Entities ....................... 34. Bonneville Coordination With Electric Utilities ........ 35. Consideration .......................................... 33 33 34 (WP-PK 1-1 61 2c ) iii I. RELATING TO ALL CONTRACTORS A. IN REFERENCE TO MEANING 1. Defi ni ti ons. (a) "Allocated Budget Share" means a specified share of the initial Program budget, determined as described in this Agreement; available to the Contractor prior to completion of the budget approval process. (b) "Alternate Charge" means the charge as determined by the methodology developed in the wholesale power rate adjustment process reflecting the Contractor's allocation of conservation costs to be collected outside of Bonneville wholesale power rates and associated with Bonneville conservation expenditures made prior to the effective date of an election by the Contractor to pay an Alternate Charge. (c) "Approved Budget" means the amount which Bonneville shall reserve, subject to section 8, for payment to the Contractor in accordance with this Agreement during a Budget Year. (d) "Billing Period" means a period' of no more than 12 months. {e) "Budget Year" means Initial Budget Year or Subsequent Budget Year, as appropri ate. (f) "Conservation" means any reduction in Electric Power consumption as a result of installation of direct application renewable resources or of increases in the efficiency of electric energy use, production, or di stri buti on. {g) "Conservation Charge Methodology" means a scheme for calculating and assessing conservation charges. (h) "Consumer" means any end user of Electric Power in the Region. {i) "Consumer Incenti've" means any payment made to or financial benefit received by a Consumer in accordance with this Agreement. (j) "Contract Charge" means the charge as determined by the methodology developec~ in the wholesale power rate adjustment process reflecting the Contractor's allocation of conservation costs to be collected outside of Bonneville wholesale power rates for periods when the Contractor has not elected the Alternate Charge. (k) "Contractor" r.~eans the party to this Agreer. lent other than Bonneville. (1) "Contractor Costs" mean all costs, other than Consumer Incentives, which are payable by Bonneville for the implementation and adr.~inistration of this Agreement. (~) "Council" means the Pacific tJorthwest Electric Power and Conservation Planning Council established in accordance with Section 4 of the Regional Act. (n) "Effective Date" means that phrase as it is defined in the body of this Agreement. "Electric Power" means electric peaking capacity, or electric energy, (o) or both. (p) "Electric Utility" means either a utility which signs a firm requirements power sales contract with Bonneville and which sells Electric Power to Consumers in the Region, or a regional Federal agency customer of Bonneville. (q) "Financial Audit" means a complete interim closeout or final closeout audit of the records specified in the body of this Agreement. (r) "Initial Budget Year" F.~eans the period con.~encing on the Effective Date and ending on Septe[,~ber 30 of the year specified in the body of this Agreement. (s) "Installer" means an individual, partnership, corporation, or other entity, other than the Contractor, which installs I~easures covered by this .Agreement. {t) "Measure" means the installation or distribution of materials or devices or the provision of services which are described in this Agreement and are intended to accomplish Conservation. (u) "Operating Area" means those portions of Electric Utility service areas which are located within the Region and within which the Contractor may operate in accordance wi th this Agreement. (v) "Plan" means the Regional Electric Power and Conservation Plan, including any amendments thereto, adopted in accordance with the Regional Act. {w) "Program" means the Measures and procedures set forth in this Agreement. {x) "Rate Adjustment Date" means any date as specified by Bonneville in a notice of intent to file revised rates as published in the Federal Register; except that such date shall not occur earlier than 9 months from the date that such notice of intent is published or 12 months from any previous Rate Adjustment Date. (y) "Region" means the saF,~e as defined in the Regional Act, including any aF. lendments thereto. (z) "Regional Act" means the Pacific Northwest Electric Power Planning and Conservation Act, Public Law 96-501. (aa) "Subsequent Budget Year" means a period, other than an Initial Budget Year, commencing on October 1 and ending the following September 30. 2. Interpretation. (a) The provisions in this Exhibit shall be deeF.~ed to be a part of this Agreement. If a provision in the body of this Agreement is in conflict with a provision contained in this Exhibit, the for~er shall prevail. (b) Except as provided in section 24, 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) Only Bonneville's contracting officer, or the contracting officer's representative designated in writing, shall issue interpretations of thi~ Agreement which are binding upon Bonneville. Such interpretations shall be in writing and shall be distributed to each contractor which is a party to an agreement containing the provision being interpreted. All such interpretations shall also be available for review at each Bonneville Area/DJ strict Office. 3. 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. Amendment of Agreement. (a) Except as provided in subsections (b), {c), (d), and (e) below, the provisions of this Agreement may be amended only by mutual agreement of the parties after completing the following process: {'1) distribution of a copy of the proposed amendment for review and co~r, lent to all contractors whose agreement would be modified by the proposed amendr,~ent; (2) good faith negotiations between Bonneville and the Contractor in accordance with section 5; and {3) offer of the a):~endF,lent to all contractors whose agreement would be modified by the proposed amendment and effective on the date specified the re i n. 4 Except for amendments issued under subsections {b), {c), and (d) below, changes to F.~ore than one subject shall be issued in separate amendments, unless otherwise agreed by the parties. (b) Bonneville may, in order to assure that conservation is acquired under this Agreement within the cost-effective limits of the Regional Act, revise Consumer Incentives, Contractor Costs, ~leasures, or tile method for calculating energy savings to be produced by the installation of Measures. Bonneville shall provide all contractors whose agreement would be F, lOdified by the amendment with a copy of the amendment, accompanied by a detailed explanation of the reason the amendment is necessary. Such contractors shall have at least 30 days from the date of receipt of the notice within which to co~,~ent on the amendment, within a reasonable time after the expiration of such 30-day period, and after discussing the amendment as an agenda item at a meeting held in accordance with section 5, Bonneville shall consider the comments and revise the amen~ent, if appropriate. If Bonneville then issues an amendment, it shall be issued to all such contractors concurrently. The amendment shall then be attached hereto and made a part of this Agreement. The amendment issued by Bonneville shall provide for a one-time reimbursement to the Contractor, stated as a specific ar,lount, for the reasonable cost, if any, of incorporating the subject F,~atter of the amenon.,ent into the Contractor's operation under this Agreement. (c) If Bonneville determines that the implementation of all or a portion of the Program presents a health or safety threat, Bonneville shall notify the Contractor in writing of the health or safety threat and provide the Contractor with a proposed amendment to mitigate the health or safety threat. Bonneville shall provide, along with the proposed amendment, a detailed description of the health or safety threat that it perceives and a list of the scientific, medical, or other references upon which Bonneville bases its determination. The Contractor shall have 30 days fror.) the date of receipt of the notice within which to comment on the proposed amendment. Within a reasonable time after the expiration of such 30-aay period, Bonneville shall consider the co~ments, and revise the proposed amendment as necessary to mitigate the health or safety threat. If Bonneville then issues such amendment, it shall be attached hereto and made a part of this Agreement. Bonneville shall reimburse the Contractor for reasonable increases in the costs of operating ti)is Agreement to the extent caused by such amendment. Such reasonable increases shall be incorporated in such amendment. (d) Materials may be incorporated in this Agreement by reference. Such materials shall be changed in accordance with subsections (b) or (c) above, as appropriate. However, if the change is issued, it shall be incorporated in this Agreement by reference. (e) Bonneville shall approve any change in compensation due to payment of reasonable costs in accordance with section 13(e) or section 17 by written notice to the Contractor. (f) Each amendment provided in accordance with this section shall specify an effective date, which shall be no earlier than 4 calendar months from the date of offer or issuance, as appropriate. 5. Contractor Participation. {a) Bonneville and those current and prospective contractors that desire to participate shall F, leet no less frequently than is provided in the body of this Agreer.~ent, to conduct periodic review of this Agreement, to discuss questions of interpretation of this Agreement, to negotiate amendments in accordance with section 4(a), to discuss arlendments in accordance with sections 4(b) and (c), and to discuss changes to materials incorporated in this Agreement by reference in accordance with section 4(d). (b) Bonneville may, either on its own initiative, or upon the request of a contractor, call meetings r,lore frequently than is provided in the body of this Agreement. If a contractor requests a meeting, Bonneville shall either grant or deny the contractor's request within 30 calendar days of its receipt. (c) Bonneville shall request agenda items, including Contractor-proposed amendr, lents, for all meetings. Bonneville shall provide notice of the specific date, time, place, and agenda for each meeting. (d) After negotiations or discussions, as appropriate, a~,~end~ents to this Agreement shall be effected as provided in section 4. B. IN REFERENCE TO PAYMENTS 6. Submittal and Approval of the Contractor's Budget. (a) Allocat99 Budget Share. At the time this Agreement is initially offered, Bonneville shall advise the Contractor of its Allocated Budget Share. If Bonneville receives this Agreement, signed by the Contractor, no later than 4 calendar months after its initial offering, such Allocated Budget Share shall be available to the Contractor for 4 calendar months commencing on the Effective Date. (b) Ti~ely ~udget .Req.ues~s. Budget requests for the Initial Budget Year which are received by Bonneville no later than 4 calendar months after the initial offering of this Agreement shall be considerea timely. Budget requests for each Subsequent Budget Year which are received by Bonneville no later than May 1 preceding such Subsequent Budget Year shall be considered timely. (c) Untimely .Bludget Requests. Budget requests which are not timely shall be reviewed by Bonneville in order of their receipt, and may be approved to the extent that funds remain available following the approval of timely budget requests. (d) Budget Subr~ittal Requirements. Budget requests shall: (1) state the Contractor's expected units of accomplishment for the Budget Year; (2) separately identify Contractor Costs and ConsuMer Incentives; (3) include quarterly estimates of the items specified in paragraphs (1) and (2) above; (4) include a non-binding estir.~ate of the items specified in paragraphs (1) and (2) aboVe for the year subsequent to the Budget Year; (5) include a work plan which describes tile methods and procedures the Contractor intends to use to achieve the Contractor's expected units of accomplishment for the Budget Year, if the Contractor has not previously operated a similar conservation program; and (6) confo~.~ to any specific requirer, lents for budget requests contained in this Agreement. (e) Budget...Approval. Bonneville shall respond to timely budget requests no later than 2 calendar months after the end of the specified ti~e periods. Bonneville shall either approve the Contractor's budget request, approve a portion of the Contractor's budget request, or disapprove tile Contractor's entire budget request. The Approved Budget shall replace the Allocated Budget Share in the initial Budget Year. Bonneville shall approve the Contractor's entire timely budget request if: (1 } funds are available to meet the Contractor's budget request and all other timely budget requests; 8 (2) above; (3) the budget request meets the requirements of subsection (d) the Contractor has either demonstrated its ability to complete the expected units of accomplishment contained in its budget request, or, if the Contractor has not previously operated a similar conservation program, the Contractor has described in a work plan a satisfactory method for achieving the units of accomplishment for the Budget Year; and {4) the requested amount is within the amount determined by applying any approved Budget formula contained in this Agreement. If all of the Contractor's budget request is not approved, Bonneville shall advise the Contractor in writing of its Approved Budget and the reasons for not approving the entire budget request. {f) Bu~et Adjustments. Il) -If less than the entire amount of a budget request is approved,- Bonneville may subsequently approve a larger amount, not to exceed the amount requested, and shall notify the Contractor as soon as possible of its new Approved Budget. (2) At any time during a Budget Year, the Contractor may request and Bonneville may agree to increase the Contractor's Approved Budget for such Budget Year; however, Bonneville shall not increase the Contractor's Approved Budget unless it has approved in their entirety, all tir.~ely submitted budget requests, or has approved a lesser amount of budget requests by reason of subsection le) above, or because contractors have agreed to take less than the amounts requested. Bonneville shall consider requests for increases in Approved Budgets and, to the extent approval is given, shall approve them in order of their receipt by Bonneville. 9 (3) If, during any Budget Year, the Contractor fails to achieve 80 percent of its quarterly units of acco~plishr,~ent as stated in its Approved Budget, upon 30 days' ~ritten notice, and after consultation with the Contractor, Bonneville may ~,~ake a pro rata reduction of the Contractor's Approved Budget based on the Contractor's actual level of performance. Such reduction shall not be made if Bonneville determines that the Contractor has demonstrated that it will be able to accomplish its estimated units of accomplishment during the remainder of the Budget Year. 7. Payment. (a) Current Payment Amounts. Subject to sections 6, 8, and 9, Bonneville shall pay the Contractor the amount determined in accordance with this Agreer.~ent for Measures completed on or after the Effective Date. (b) Retroactive Payment. Subject to sections 8 and 9, the following requirer,~ents shall apply to measures installed or compl'eted under a contractor program which are authorized for retroactive payment in this Agreement: (1) Conditions. (A) A measure installed or completed prior to the date such measure was offered to contractors in a Bonneville conservation agreement r,)ust be "sir,~ilar" to a Measure included in this Agreement. "Similar" means that a measure accomplisl~es the same purpose as a I'4easure included in this Agreement and~, to a reasonable degree of certainty, is anticipated to achieve energy savings comparable to the savings expected from such ~leasure. The calculation of energy savings shall be made on the sa~,~e basis as is used in this Agreement. (B) A measure installed or compluted after the date such neasure was offered to contractors in a Bonneville conservation lO agreement shall, achieve Conservation to an equal or greater degree than is achieved by Measures in the most recent Bonneville conservation agreement offered to contractors at the time such measures were installed or completed, and shall otherwise substantially conform to or exceed the naterials and installation specifications referenced therein. The calculation of energy savings shall be made on the same basis as is used in such agreement. (C) Retroactive payment periods shall begin no earlier than the later of December 5, 1980, or the date the Contractor became a party to a firm requirements power sales contract with Bonneville. (2) Procedures. (A) Retroactive reimbursement requests shall be received by Bonneville no later than one year after the date such measure becomes eligible for retroactive payment in accordance with this Agreement. Retroactive reimbursement requests shall be made on the same request fora for all measures which become eligible for payment on the same date. Bonneville shall consider requests for retroactive reimbursement in order of their receipt. {B) The Contractor shall request retroactive reimbursement in the same format used for current payments. Such request shall indicate clearly that it is for retroactive reimbursement. (C) Within 60 days after receipt of a claim for retroactive pajn~ent, Bonneville shall advise the Contractor whether or not the claim is complete and otherwise complies with the tern. is of this Agreement. With respect to any incomplete claim, Bonneville shall provide, within the saF.~e 60-day tiF.~e period, a written explanation of the reasons the claim is incomplete and allow the Contractor a ll reasonable period of time to correct and resubmit such portion of the request. When the claim is complete and otherwise complies with the terms of this Agreement, Bonneville shall approve payment to the extent funds are available in the current Budget Year. The 'unpaid balance of the approved retroactive payment claim shall be paid within 1 calendar year of the next Rate Adjustment Date which occurs after the date the Contractor is notified the claim is complete. (c) When Bonneville has paid under another a§reer, lent for the installation or completion of a Measure or a measure which meets the requirements of this section, no payments shall be made with respect to such Measure or measure under this Agreement. (d) Provisional PaJ/ments.' Payments made by Bonneville in accordance with this Agreement shall be subject to adjustment until the claims on which such pay~.~ents are based have been finally approved in a Financial Audit. 8, Limitation of Program Funds. (a) Bonneville shall notify the Contractor in writing upon determining that sufficient funds r. lay not be available either to I:~ake retroactive payments in accordance with section 7(b), or to continue funding to the maximur.~ of the Approved Budget. Such written notice shall be given at least 120 days before the date of projected unavailability of funds. Bonneville shall use its best efforts, consistent with the prudent exercise of its fiscal responsibilities, to obtain further funds to pay the amount indicated in the Approved Budget. In the event of such notice, the Contractor shall use its best efforts to r,linimize the compensation payable under this Agreement. {b) Within the total amounts established in the Contractor's Approved Budget, Bonneville shall pay for Measures that are coF~pleted within 3 calendar months following the date such written notice is received and for ~,~hich timely 12 claims are received by Bonneville. Clair, ts shall be considered timely if received by Bonneville within the period specified in such written notice, which shall be no shorter than 4 calendar months. (c) Bonneville shall notify the Contractor to the extent funds again becor,~e available during the Budget Year in which written notice is given in accordance with subsection {a) above. 9. Other Sources of Funds. {a) Bonneville may reduce Contractor Costs or Consumer Incentives so as to limit the total reimbursement, to the Contractor or to the Consumer, from all governr,~ental sources as indicated in paragraphs {1) and {2) below. The Contractor shall inquire whether reimbursement has been received from governmental sources by the Contractor or by a Consumer prior to making a claim for Contractor Costs or Consumer Incentives in accordance with this Agreement. Should the Contractor be aware of such other sources of payment, it shall notify Bonneville. Bonneville shall then consult with the Contractor to determine if reduction of future Consumer Incentives or Contractor Costs is appropriate. {1) Consumer Incentives may be reduced so that the total governmental reimbursement to the Consumer is limited to the actual cost of the Measure or the Consumer Incentive. {2) Contractor Costs may be reduced so that the total governmental reimburser.~ent to the Contractor is lir, lited to the Contractor Costs payF,~ent. {b) Bonneville funds shall not supplant funds from governmental sources that were previously spent for l)easures which would otherwise qualify for payr, lent in accordance with this Agreement. (c) If the Contractor is a governmental entity, this section applies only to the extent that either the Contractor or the Consumer receives ,or has 13 received funds from another governmental entity which are used in carrying out the Program. (d) Tax credits are not considered funds or reimbursements for purposes of this Agreement. C. IN REFERENCE TO PROGRAM OPERATION 10. Arrangements with Consumers and Contractors. Tile Contractor shall not unreasonably discriminate ar, long Consumers in implerlenting this Agreement. Bonneville shall not unreasonably discriminate ar, long contractors in impl ementi ng this Agreement. ll. PubliciltY and AdvertiSing. {a) Bonneville may infor~ the general public within the Region of the existence of the Program encompassed by this Agreement by such means as press releases, speeches, public service announcer,~ents, or the like. When applicable, such information shall indicate that the availability of the Program may vary from area to area. {b) Bonneville r.~ay inform the general public within the Region of the Program by advertising. Bonneville shall inform and coordinate with affected contractors prior to advertising the Program. When applicable, such information shall indicate that the availability of the Program may vary from area to area. Further, if such advertisements specifically inoicate that tile Contractor is a party to this Agreement, Bonneville shall coordinate the type of advertising needed with the Contractor and confir~ that the Contractor is prepared to ir,~plement this Agree),lent prior to advertising. 14 (c) In carrying out activities authorized under subsections (a) and (b) above, Bonneville shall not, without prior approval of the Contractor: (1) directly solicit participation in a Contractor's Program by the Contractor's Consumers; or (2) mail informational materials to the Contractor's Consumers regarding a Contractor's Program. (d) Bonneville may, at its expense and upon request of the Contractor, make available to the Contractor informational materials regarding the Programs. (e) The Contractor shall advertise or publicize each Program to the extent necessary to stimulate Consumer interest. If the Contractor is an Electric Utility, such advertiSeF.~ent or publicity shall be subject to any limitations on expenditures recoverable through rates established by the Contractor's regulatory body. (f) The Contractor shall not include in Program advertising or publicity any representations concerning: (1) warranties; or (2) the terms of financing which are offered to Consumers by Bonneville through the Contractor, without Bonneville's prior approval. Any such representations shall be sent to Bonneville for review and shall be deemed approved unless objected to in writing within 15 days after receipt. 12. Contractor Coordination (a) The Contractor shall provide, in a timely raanner, the actual or estimated kilowatt or kilowatthour savings resulting from this Agreement to each Electric Utility whose load is affected by implementation of this Agreement, upon the written request of such Electric Utility. {b) Bonneville shall provide all interested entities the opportunity to 'attend, observe, comment on, and where appropriate, participate in the 15 development, negotiation, and ari~endment of regionwide programmatic conservation agree, lents, consistent with sections 4 and 5 of this exhibit. (c) Bonneville shall include the same general contract provisions in all programatic conservation agreements of the same type which are offered to prospective contractors in the Region. 13. Suspension. (a) .P?.ograr,~ Suspension for Health or Safety. If Bonneville detemines that implementation of any aspect of the Program presents a health or safety threat, Bonneville r.~ay i~ediately suspend all or a portion of such Program, effective upon the Contractor's receipt of written notification, while the amendment process in section 4(c) is being cor,~pleted. Claims for payr, lent for Measures affected by such health or safety threat shall be limited to those Measures installed or completed prior to the date of receipt of written notification. Bonneville shall provide the infomation required by section 4{c) within l0 days after the date the Program suspension is put into effect. Following completion of the amendment process in section 4(c) Bonneville shall notify the Contractor in writing of the date that Program suspension is lifted. (b) Program Suspension After Consultation. If Bonneville has dete~,~ined that the Contractor's procedures, records, or accounts do not conform to the requirements of this Agreement, Bonneville shall provide a vyritten description to the Contractor of the specific nature of the nonconformance. Upon receipt of such written Uesc ri pti on , the Contractor shall not submit clair, ts for payment for Measures affected by such nonconformance. The Contractor shall correct such nonconformance within a reasonable time and shall notify ~onneville in writing when corrective action has been completed. If the Contractor does not correct the nonconfomance within a reasonable tiF~e after 16 written notice is received, Bonneville may either suspend all or a portion of the Program in this A§reer. lent, effective upon receipt of written notice by the Contractor, or Bonneville may terminate this Agreement in accordance with section 14{c). If the Program has been suspended, Bonneville shall notify the Contractor in writing of the date that Program suspension is lifted, upon verifying that the nonconformance has been corrected. (c) Immediate Suspension of Payment. If Bonneville has reason to believe that the Contractor is clair.~ing payment for activities which do not conform to the requirements of this Agreement, Bonneville may, effective upon oral notification to the Contractor, immediately suspend all or a portion of payment for such activities under this Agreement, and for any other activities for which payment is claimed on the same form while the process in either subsections {a) or {b) above is completed. Bonneville shall issue written confimation of such suspension of payment to the Contractor on the sar, le day that oral notification is given. Following the completion of the process described in either subsections (a) or {b) above, and unless this Agreement is terminated as described in subsection (b) above, Bonneville shall notify the Contractor in writing of the date that suspension of payr.~ent is lifted. (d) After a suspension imposed under subsections {a), {b) or {c) above is lifted, Bonneville shall pay for 'all claims that conform to the requirements of this Agreement, including claims for work performed during the previous suspension of payment. {e) If this Agreement is suspended in accordance with subsection {a) above, or is suspended under subsections {b) or {c) above and no significant corrective actions are required, Bonneville shall reimburse the Contractor for reasonable costs to the extent they are caused by such suspension. 17 14. Termination. la) The Contractor may, for its convenience, terminate this Agreement by giving Bonneville 30 days' written notice of such termination. In the event of such notice, the Contractor shall use its best efforts to minimize the compensation payable under this Agreer, mnt. lb) Bonneville may, for its convenience, terminate this Agreenent by giving the Contractor 1 year's written notice. In the event of such notice, the Contractor shall use its best efforts to minimize the compensation payable under this Agreement. (c) If the Contractor has failed to cor, lply with the requirements of section 13lb), Bonneville may terminate this Agreement 30 days after receipt of written notice by the Contractor. Id) If the Contractor is an Electric Utility and gives notice of its intent to terminate, or terminates its firm requirements power sales contract with Bonneville, Bonneville may terminate this Agreement by giving the Contractor 30 days' written notice. le) If the Contractor files for bankruptcy, Bonneville may terminate this Agreement by giving the Contractor 30 days' written notice. D. IN REFERENCE TO PROGR~ REVIEW 15. Prol,gram Records. ~ (a) Records shall be r,~aintained by the Contractor in accordance with this Agreement. The records shall be ~.~aintained by the Contractor in a for~ determined solely by the Contractor, so long as the requireK!ents of subsection lb) below are met. The Contractor shall keep all records required 18 by this Agreement until the later of three years after creation of such records or notification of completion of a Financial Audit of such records by Bonneville. Bonneville shall initiate such Financial Audit no later than 3 years after creation of the last record r.~aintained in accordance with this section. (b) Program records shall be established and maintained in accordance with generally accepted accounting principles consistently applied, and in conformance with applicable laws and Federal regulations, including the provisions of the Privacy Act of 1974. A summary of the system of records developed by Bonneville to comply with the Privacy Act shall be supplied by Bonnevi 11 e. 16. Program Financial Audits, I.lonitoring Reviews, or Financial Compliance Reviews. Bonneville may, upon reasonable notice, conduct such Financial Audits, monitoring reviews, or financial compliance reviews of the Contractor's Program records, and of the Contractor's procedures under the terns of this Agreement as it deen~s appropriate. The number, timing, and extent of such Financial Audits, monitoring reviews, or financial compliance reviews shall be at the discretion of Bonneville and may be conducted by Bonneville or its designee. Financial Audits shall be conducted in accordance with audit standards established by the Comptroller General of the United States. Monitoring reviews and financial compliance reviews shall be conducted in accordance with standards and procedures established by Bonneville. Bonneville, at its expense, may: {a) audit, examine, or inspect Progra~.~ records and accounts maintained by the Contractor in accordance with the Program records section of this Agreement; lb) obtain copies of such Program records and accounts for such purposes; 19 (c) conduct inspections of installations made under this Agreement, provided that all such inspections shall be arranged in advance through Contractor. If any Consumer indicates an installation is unavailable for inspection, an alternate installation may be selected; and {d) review Contractor procedures employed in accomplishing the provisions of this Agreement. 17. Evaluation. The Contractor shall supply Bonneville with information on participating and nonparticipating Consumers in the Operating Area in order for Bonneville to evaluate the Program administered under this Agreement. Individually identifiable Consumer information shall be made available to Bonneville in accordance with the system of records established by Bonneville to comply with the Privacy Act of 1974. Any reasonable costs incurred by the Contractor in assisting in such evaluation, to the extent not specifically required by this Agreement, shall be reimbursed by Bonneville. When feasible, the Consumer information shall be selected by the use of a valid statistical sampling methodology accepted or provided by Bonneville. Bonneville shall, to the extent practicable, work with the Contractor in developing and i~plementing Program evaluation procedures. Bonneville shall, upon completing the evaluation, distribute the results of such evaluation to the Contractor. E. MISCELLANEOUS PROVISIONS l~J. Notices and Other Communications. Except as provided in section 13{c), any notice, request, approval, consent, instruction, agreement or prograF.~ ar. lendment, or other communication required by this Agreement to be given by either party to the other party shall be in writing and shall be delivered in person or mailed to the address and to the attention of the 20 person specified in this~Agreement. Notices or communications as required by this Agreement shall be effective no sooner than the date of receipt by the receiving party. Either party may from time to time change or supplement such address or specified representative to whom notice shall be give.n by giving the other party written notice of such change. 19. Indemnification. Each party shall indemnify and hold harmless the other party and its respective officers, agents, and employees from and against all claims, damages, losses, liability, and expenses, including, but not limited to, reasonable attorney's fees, arising from the negligent or other tortious acts or omissions of the first party, its officers, agents, or employees. 20. Disclaimer of Liability. (a) Neither Bonneville nor the Contractor shall be liable to the other party, or to a Consur, ler, for the tortious acts or omissions of Installers or other independent contractors. Installers Participating in a Program under this Agreement shall not be considered officers, agents, or employees of Bonneville or the Contractor. (b) Installers or other independent contractors contracting with the Contractor or Bonneville to implement the provisions of this Agreement shall be required by contract to indemnify and hold the Contractor and Bonneville harmless from all claims, damages, losses, liability, and expenses arising fror. I the negligent or other tortious acts or omissions of such Installers or other independent contractors, their officers, agents, or employees. 21. Assignment of Agreement. Moneys due or to become due fror,~ Bonneville to the Contractor in accordance with ~he terms of this Agreement may be assigned by the Contractor to a bank, trust company, or other financing institution, including any Federal lending agency, for the purpose of 21 financing any portion of the cost of this Agreement. In the event of any such assignment, the assignee thereof shall provide written notice of the assignment together with a true copy of the instrument of assignment to Bonneville. 22. Governin~ Law. To the extent Federal law is not applicable to this Agreement, the rights and obligations of the parties under this Agreement shall be governed by the laws of the State in which the headquarters of the Contractor are located. 23. Cgoperation with the Council. The parties shall negotiate amendments to this Agreement as may be necessary to: (a) pe~it the plan or program adopted by tile Council in accordance with the Regional Act, including but not limited to provisions pertaining to conservation, renewable resources, and fish and wildlife, to be effective in the manner and for the purposes set forth in sections 4 and 6 of the Regional Act; and (b) accommodate the analysis made by the Council as specified in section 4(k) of the Regional Act to the extent detemined necessary by Bonneville. 24. Dispute Resolution and Arbitration. (a) Contractual disputes involving solely questions of fact under this Agreen~ent n~ay be submitted to arbitration upon ~utual written agreement of the parties. Questions of a party's timely performance of requirements in accordance with this Agree~ent, or of reasonable costs under sections 4(b), 4(c), 13(e), and 17 shall be submitted to arbitration. {b) When the other party agrees to arbitration, or when a dispute concerns timeliness or reasonable costs, the following procedures shall apply: 22 (1) The party calling for arbitration shall serve notice in writing upon the other party, setting forth in detail the question or questions to be arbitrated and the arbitrator appointed by such party. (2) The other party shall, within 46 days after the receipt of such notice, appoint a second arbitrator, and the two so appointed shall choose and appoint a third arbitrator within l0 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, a third arbitrator shall be appointed by the United States District Court for the District of Oregon, located in Portland, Oregon. (3) If the other party fails to name its arbitrator within 45 days after receiving notice under subsection (1) above, the arbitrator appointed shall proceed as a single arbitrator in accordance with subsections (4) and (5) below, and issue an award, which shall be accepted by both parties as final and binding as provided in subsection (5) below. (4) The arbitration hearing shall begin at Portland, Oregon, no later than 30 days after appointment of the third arbitrator and upon written notice to the parties by the arbitrators of the date, time, and location of the hearing. (5) The arbitration hearing shall be concluded within 3 days unless otherwise ordered by the arbitrators and the award thereon shall be made within l0 days after the close thereof. An award rendered by a majority of the arbitrators appointed in accordance v~ith this Agreement shall be final and binding on all parties to the proceeding, and judgment on such award may be entered by either party in the court, state or Federal, having jurisdiction. (6) Each party shall pay for the services and expenses of the arbitrator appointed for it, for its own attorneys' fees-, and for 23 compensation for its witnesses or consultants. All other costs incurred in connection with the arbitration, including those of the third arbitrator shall be shared equally by the parties thereto. (c) Nothing herein contained shall be deened to give the arbitrators any authority, power, or right to alter, change, amend, modify, add to, or subtract from any of the provisions of this Agreement. 25. 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. F. PROVISIONS REQUIRED BY STATUTE OR EXECUTIVE ORDER 26. Contract Work Hours and SafetyI Standards. Thins Agreement, if and to the extent required by applicable law or if no~ otherwise exempted, is subject to the following provisions: (a) Overtime Requirements. No Contractor or subcontractor contracting foY any part of the contract work which may require or involve the empl~,K~ent of laborers or ~lechanics shall require or pemit any laborer or mechanic in any workweek in which he is employed on such work to work in excess of eight hours in any calendar day or in excess of 40 hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half ti~es his basic rate of pay for all hours worked in excess of eight hours in any calendar day or in excess of 40 hours in such workweek, as the case may be. 24 (b) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in subsection (a) above, the Contractor and any subcontractor responsible therefor shall be liable to any affected employee for his unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic employed in violation of the provisions of subsection (a) above, in the sum of $10 for each calendar day on which such employee was required or permitted to work in excess of eight hours or in excess of the standard workweek of 40 hours without payment of the overtime wages required by the clause set forth in subsection (a) above. (c) Withholding for unpg.id wages and liquidated dama.~es. Bonneville may withhold or cause to be withheld, from any moneys payable on account of work performed by tile Contractor or subcontractor, such su~s as may administratively be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in subsection (b) above. (d) Subcontracts. The Contractor shall insert in any subcontracts the clauses set forth in subsections (a) through (c) above of this provision and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts which they may enter into, together with a clause requiring this insertion in any further subcontracts that may in turn be made. (e) Records. The Contractor shall maintain payroll records containing the information specified in 29 CFR 516.2(a). Such records shall be preserved for 3 years from the completion of the contract. 27. Convic.t Labor. In connection with the perfom]ance of work under this Agreement, the Contractor or any subcontractor agrees not to employ any person 25 undergoing sentence of imprisonment except as provided by P.L. 89-176, September 10, 1965, (18 U.S.C. 4082(c)(2)) and Executive Order 11755, December 29, 1973. 28. Equal Employment Opportunity. During the perfomance of this Agreement, if and to the extent required by applicable law or if not otherwise exempted, the Contractor agrees as follows: (a) The Contractor will not discriminate against any employee or applicant for e~ployment because of race, color, religion, sex, or national origin. The Contractor will take affimative action to ensure that applicants are employed, and that employees are treated during e~lployment, without regard to race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the foil°wing: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff, or termination; rates of pay or other forms of co~pensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to e~ployees and applicants for employment, notices to be provided by the Administrator setting forth the provisions of this clause. (b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (c) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the Administrator, advising the labor union or workers' representative of the Contractor's commitments under this clause, and shall post copies of the notice in conspicuous places available to employees and applicants for e~ployment. 26 (d) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. ~ {e) The Contractor will furnish all info~,lation and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to said Contractor's books, records, and accounts by Bonneville and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. {f) In the event of the Contractor's noncompliance with the Equal Opportunity clause of this Agreement .o.r with any of the said rules, regulations, or orders, this Agreer,~ent may be cancelled, terminated, or suspended, in whole or in part, and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. {g) The Contractor will include the provisions of subsections {a) through {g) in every subcontract or purchase order unless exer. lpted by rules, regulations, or orders or-the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as Bonneville may direct as a ~.)eans of enforcing such provisions, including sanctions for noncompliance. In the event the Contractor becones involved in or is threatened with, litigation with a subcontractor or vendor as a result 27 of such direction by Bonneville, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 29. Interest of Member of Congress. No member of or delegate to Congress, or resident cor,~.lissioner, shall be admitted to any share or part of this Agreement or to any benefit that may arise therefrom. Nothing, however, herein contained shall be construed to extend to this Agreement if made with a corporation for its general benefit. 30. Bonneville's Obligations Not General Obligations of the United States. All offerings of obligations, and all promotional materials for such obligations, which may be offered by the Contractor to fund its activities pursuant to this Agreement shall include the language contained in the second sentence of subsection 6(j)(1) of the Regional Act. 31. Other Statutes, Executive Orders, and Regulations. (a) The Contractor agrees to comply with the following statutes, executive orders, and regulations to the extent applicable: (1) False claims. Whoever makes or presents to any person or officer in the civil, military, or naval service of the United States, or to any department or agency thereof, any claim upon or against the United States, or any department or agency thereof, knowing such claim to be false, fictitious, or fraudulent, shall be fined not more than $10,000 or imprisoned not more than 5 years, or both. (2) Rehabilitation Act of 1973, P.L. 93-112, as amended, and the clauses contained in 41 CFR 60-741, et. seq., which concern affin.lative action for handicapped workers; (3) Vietnar~ Era Veterans Readjust~.~ent Assistance Act of 1974, P.L. 92-540, as amended, and the clauses contained in 41 CFR 60-250, et. seq., concern affir~..ative action for disabled veterans and veterans of the Vietnam Era; 28 (4) Executive Qrder 11625 and the clauses contained in 41 CFR 1-1.1310-2(a), which concern utilization of minority business enterprises; (5) Small Business Act, 15 U.S.C. 637(d)[(3)](2), as amended; (6) the clauses contained in 41 CFR 1-12.803-10 which concern certification of nonsegregated facilities; (7) Davis-Bacon Act, 40 U.S.C. 276 et seq, and 29 CFR 5, concerning wage rates for public buildings and works; and (8) Anti-Kickback Act, 41 U.S.C. (b) The Contractor agrees to comply with requirements deemed necessary by Bonneville in order to implement Bonneville's obligations under the National Historic Preservation Act, 16 U.S.C. 470 et seq. Such requirements, if any, shall be subject to analysis and comment by the Contractor prior to becoming effecti ye. II. RELATING ONLY TO ELECTRIC UTILITIES A. IN REFERENCE TO PAYMENTS 32. Conservation Charge. (a) Methodology Periods. Bonneville shall adopt a Conservation Charge Methodology in Bonneville's 1983 wholesale power rate adjustment process. Such Conservation Charge Methodology shall govern conservation charges from November 1, 1983, until the Rate Adjus~,~ent Date resulting from the 1985 wholesale power rate adjustment process. Bonneville and the parties to Bonneville's wholesale power rate adjustment process shall have the option of proposing other Conservation Charge ~tethodologies and Bonneville shall have 29 the option of adopting another Conservation Charge Methodology in its 1985 wholesale power rate adjustr.~ent process, and in each subsequent wholesale power rate adjusl~ent process occurring as close as is practicable to, but not less than, every fifth year following each prior wholesale power rate adjustment process in which Bonneville had such option. (b) Methodology Requirements. Each Conservation Charge Methodology shall specify in detail: (1) how Bonneville conservation costs are to be allocated between Bonneville wholesale pOwer rates and conservation charges; and (2) how conservation charges are to be allocated among those expected to pay them. (c) Contract Charge and Alternate Charge Obligations. (1) The Contractor shall pay the Contract Charge, effective November l, 1983, when it is a party to a Bonneville fim requirements power sales contract and is not paying the Alternate Charge, and until the costs intended to be recovered by the Contract Charge are fully recovered. (2) The Contractor shall pay the Alternate Charge from the effective date of an election of the Alternate Charge, as determined in accordance with subsection (d) below. The Contractor shall pay the Alternate Charge when it is a party to a Bonneville fim requirements power sales contract, and until either the Contractor resumes its Contract Charge obligation in accordance wi th subsection (e) below or the costs intended to be recovered by such Alternate Charge are fully recovered. {3) The Contractor shall not be eligible for funding under this or any other Bonneville conservation agreement during periods when the Contractor is obligated to pay the Alternate Charge. {d) Alternate Charge Effective Dates and Calculations. {1) The Contractor shall provide Bonneville with written notice of an election of the Alternate Charge. The effective date of such notice of 3O election and the calculation of the Alternate Charge shall be in accordance with the appropriate paragraph below. (2) If such notice of election is received by Bonneville at least 7 calendar ~onths prior to a Rate Adjustment Date, the election of the Alternate Charge shall be effective on such Rate Adjustment Date. The Contractor shall pay the Alternate Charge based on the costs associated with Bonneville conservation expenditures made prior to the effective date of such election, and shall be calculated in accordance with the Conservation Charge Methodology which was in effect at the time of such notice. (3) If such notice of election is received by Bonneville no later than 60 days following a Rate Adjustment Date resulting from a wholesale power rate adjustment process in which Bonneville has the option of adopting another Conservation Charge Methodology in accordance with subsection (a) above, the election of the Alternate Charge shall be effective, at the Contractor's option as indicated in the notice of election, on (i) such Rate Adjustment Date or (ii) one calendar year following such Rate Adjustment Date. The Contractor shall pay the Alternate Charge based on costs associated with Bonneville conservation expenditures made prior to the effective date of such election, and shall be calculated in accordance with the Conservation Charge Methodology which was in effect immediately prior to the Rate Adjustment Date. (e) Rp.sm~ption of Contract Charge. (1) The Contractor shall notify Bonneville in writing of its desire to resume its Co~ltract Charge obligations, and thereby its eligibility for Bonneville conservation funding. Such resumption of the Contract Charge 31 shall be effective on the later of (A) one calendar year after the effective date of an election of an A, lternate Charge, or (B) one calendar month from the date of receipt by Bonneville of a notice of resumption of the Contract Charge. {2) If the Contractor resumes its Contract Charge obligations, it shall pay Bonneville the difference between the Alternate Charge that it paid and the Contract Charge that was in effect for the period during which the Contractor was obligated to pay the Alternate Charge. {f) Late Sign-Up. If the Contractor has not signed an agreement containing this provision by November 1, 1983, and thereafter signs this Agreement, Bonneville retains the right to assess, and the Contractor agrees to pay, charges for the period 'between November 1, 1983, and the Effective Date. Such charges to the Contractor shall not exceed the Contract Charge that was in effect, calculated for the period between November 1, 1983, and the Effective Date. (g) Rendering of Bills. Bonneville shall render one bill for the appropriate charges to the Contractor for each Billing Period. The bill shall be rendered no sooner than 40 days prior to the last day of such Billing Peri od. (h) Pa.yment of Bills. (1) The Contractor shall pay one bill for each Billing Period. PayF~ent of such bill shall satisfy the obligation to pay a Contract Charge, an Alternate Charge, and other charges as may be appropriate, for such Billing Period for all agreements containing this provision. 32 (2) Bills not paid in full on or before the close of business of the tenth day prior to the last day of the Billing Period shall bear an additional charge which shall be the greater of one-fourth percent (0.25%) of the amount unpaid or $50.00. (3) In addition, a charge of one-twentieth percent (0.05%) of tile sum of the initial amount remaining unpaid and the additional charge herein described shall be added on each succeeding day until the amount due is paid in full. B. IN REFERENCE TO PROGRAM OPERATIONS 33. Arrangements with Other Entities. (a) If the Contractor is an Electric Utility which supplies power for resale to an entity that places a load on the Contractor, the Contractor may, with prior written approval of Bonneville and with the written consent of such entity, offer the Program to Consumers of such entity. (b) Bonneville shall have the right to revoke its approval of an arrangement meeting the conditions of subsection (a) above if the power sales contractual relationship between the Contractor and the entity changes in such a way so as to decrease the potential for energy savings to Bonneville from the Program. (c) The rems and conditions of such arrangement shall be determined by the Contractor and the entity and shall be consistent with the terms and conditions of this Agreement. 34. Bonneville Coordination With Electric Utilities. Bonneville shall inform an Electric Utility when a conservation agreement~is offered to another entity within such Electric Utility's service area. Bonneville shall require 33 in such conservation agreements that the contractor provide, in a timely manner, the actual or estimated kilowatt or kilowatthour savings resulting from such conservation agreements to each Electric Utility whose load is affected by implementation of such conservation agreement, upon the written request of such Electric Utility. 35. Consideration. The Contractor represents and warrants that it is a party to a firm requirements power sales contract with Bonneville. In consideration for Bonneville's payments to the Contractor in accordance wi th the terms and conditions of this Agreement, the Contractor agrees to the fol 1 owing: If the Operating Area has decreased because an Electric Utility whose service area was a component of the Operating Area has ceased to be a firm requirer, lents power sales custor, ler of Bonneville during the useful life of any Measures installed or completed in such component of the Operating Area in accordance with this Agreement, the Contractor shall return payments received from Bonneville for such Measures in such portion of the Operating Area to the extent provided by the following fomula: L R = (Bonneville payments to the Contractor) x Lm where: R : reimbursement to Bonneville m= mean useful life of Measures = number of years expended in useful life of t'.easure, calculated on the basis of the Contractor's Program reports for this Agreement. Bonneville shall render a bill to the Contractor for pays.lent calculated on the above formula. Reimbursement shall be made in a lump sum payment within three months of terraination of tile fin.1 requirements power sales contract, or, at the Contractor's discretion, in no more than 12 consecutive equal monthly installments, cor]mencing on the first 34 business day of the r.~onth following the month in which termination of the fi~,~ require~,~ents power sales contract occurs. If reinburse~ent is acconplished by installments, interest shall be charged on the outstanding balance at Bonneville's average Treasury borrowing interest rate for the period of time between the date of the first payment made to the Contractor and the date of the last payment i~ade to the Contractor for which reimbursement to Bonneville is being made in accordance with this section. If, after the Contractor initiates such installr,~ent payments, the utility which previously ceased to be a firm requirements power sales customer of Bonneville executes a firm requirements power sales contract with Bonneville, the Contractor shall, from the date of such execution, no longer be obligated to make'any further installment payments to Bonneville under this section. Bonneville, within 90 days, shall return to the Contractor any such payments received from the Contractor less an amount based on the formula where Y corresponds to the period when no firm requirements power sales contract was in effect. (WP-PKI-1 61 2c) Exhibit B, Page I of 3 Residential Weatherization Program 7/1/83 Measures 1. Electric Water Heater Measures Electric water heater wraps with appropriate water heater pipe insulation may be installed in any Residence in accordance with specifications contained in Item 1 of Exhibit F. 2. Major Energy Savings Measures (a) The following Measures may be installed in any Residence in accordance with specifications contained in Item 1 of Exhibit F; however, the Contractor may elect not to offer the Measures in paragraph (5) below: (1) ceiling insulation and appropriate ventilation; (2) floor insulation with associated vapor impermeable ground cover, pipe wrap and appropriate ventilation; (3) wall insulation (limited to unfinished exterior or basement walls in conditioned spaces) or exterior insulating sheathing; (4) duct insulation; or (5) sash mounted storm windows or thermal pane replacement glass for windows and doors where such window and door treatments do not reduce air infiltration. (b) The following air infiltration reduction Measures may be installed, in accordance with specifications contained in Item 1 of Exhibit F in any Residence containing an air-to-air heat exchanger installed according to Bonneville specifications, or in a Residence in a Building which satisfies all the criteria specified in section 4 of this Exhibit: (1) storm windows or thermal replacement windows; or (2) double pane sliding doors. 3. Other Measures (a) If any of the Measures in section 2 of this Exhibit are installed in a Residence a clock thermostat may be installed in a Residence in accordance with specifications contained in Item I of Exhibit F. (b) If any of the Measures listed in section 2 of this Exhibit are installed in a Residence, the following Measures may be installed in Exhibit B, Page 2 of 3 Residential Weatheri~ation Program 7/1/83 accordance with specifications contained in Item I of Exhibit F in any Residence containing an air-to-air heat exchanger installed according to Bonneville specifications or in a Residence in a Building which satisfies all of the criteria specified in section 4 of this Exhibit: (1) insulated entrance doors; (2) caulking; (3) weatherstripping; or (4) outlet and switchplate gaskets. (c) Dehumidifiers may be installed in any Residence in accordance with specifications contained in Item I of Exhibit F. Except for those Residences containing an air-to-air heat exchanger installed according to Bonneville specifications the following criteria must be satisfied before a Residence will be offered the air infiltration reduction Measures listed in sections 2(b) and 3(b) of this Exhibit. (a) The Building must have a full crawlspace with cross ventilation, such openings having a net free ventilating area .of not less than 1-1/2 square feet for each25 linear feet of exterior wall. In addition, the Building must be equipped with a ground cover vapor barrier and with a second vapor barrier (1 perm rating) between the insulation and the heated space. If not already in place, these Measures are available under this Agreement. Examples of Buildings which do not satisfy this requirement: (1) Buildings with basements; (2) Buildings constructed in whole or in part on concrete slab; (3) Buildings containing an unconditioned garage constructed on concrete slab located directly below a portion or the whole of the living area; or (4) Buildings with crawlspace, ground cover, interior perimeter insulation, and with no ventilation. (b) The Residence must not contain either wood stoves or unvented combustion appliances. (1) An unvented combustion appliance is any appliance which burns some type of fuel such as gas, oil, kerosene, propane, wood, paper products, etc., and is not connected to a flue or chimney vented to the outside. Examples of unvented combustion appliances: Exhibit B, Page 3 of 3 Residential Weatherization Program 7/1/83 (A) Kitchen gas stove and/or oven used for cooking, even if equipped with a mechanically ventilated range hood; (B) Kerosene space heater; (C) gas or oil hot water heater which has had the exhaust vent pipe disconnected or which shows evidence of leakage of combustion gases from vent pipe (i.e., soot); or (D) combustion appliance which has an outside air intake or supply but no outside air exhaust. (2) A wood stove is a self-contained controlled combustion unit designed to burn coal, wood, or wood products. Examples of wood stoves: (A) an enclosed unit which is inserted into the fireplace and uses the fireplace~chimney as the exhaust vent; (B) a free-standing unit with either a separate flue or a connection to a chimney used for other purposes; or (C) a fireplace with glass doors and outside combustion air. (3) Any other type of fireplace, with or without doors or a heat exchanger, is not included as a wood stove in restricting the installation of air infiltration reduction measures. (c) The Building's domestic water supply must be obtained from either a municipal or water district supply system, a vented storage system, or a surface water source. Examples of acceptable water supplies: (1) city, county, or water district piped water supply; (2) backyard pond or lake; (3) spring water taken from the surface; or (4) well water taken from a vented storage tank. Note: An individual well, supplying water to a single house that has a vented well casing is not an acceptable water supply under this requirement. (d) The Building must not contain any type of urea-formaldehyde foam insulation. (WP-PKI-1703c) Exhibit C, Page I of 5 Residential Weatherization Program 7/1/83 Payment Methods 1. Cost Reimbursement Method (a) Payment shall be computed based upon levels of reimbursement specified in this Agreement. (b) The Contractor shall submit monthly to Bonneville a completed Form BPA-1418-F, Monthly Financial Summary, with applicable schedules. (c) Within 30 days of receipt of the Monthly Financial Summary Bonneville shall reimburse the Contractor. (d) Payments in excess of $25,000 will be made through direct transfer of funds from the U.S. Treasury to the Contractor's bank account. The Contractor shall notify Bonneville of the name and address of the bank, the Contractor's bank account number and the American Bankers Association 9-digit routing number. Exhibit C, Page 2 of 5 Residential Weatherization Program 7/1/83 Payment Methods 2. Letter of Credit Method (a) Summary. This is a method whereby Bonneville provides operating funds to the Contractor to fund its Conservation activities. Funds are provided in advance of actual expenditures by the Contractor and provide the Contractor with control over its daily financial operations. This method is available if Bonneville has, or expects to have, a contractual relationship under this Agreement with the Contractor which will last one year and involve annual advances aggregating at least $120,000. The Contractor may utilize the Revolving Working Capital Advance Method of payment until the Letter of Credit Method is fully operational for the Contractor. (b) Duties of the Contractor. (1) The Contractor shall submit monthly to Bonneville a completed Form BPA-1418F Monthly Financial Summary, with applicable support forms. (2) The Contractor shall notify Bonneville of the name and address of the commercial bank (Bank) which has agreed to receive payment vouchers (TFS 5401) and shall nequest an amount computed in accordance with Bonneville issued instructions. (3) The Contractor shall submit properly completed signature card (SF 1194) to Bonneville. The Contractor shall also submit properly completed payment vouchers to the Bank for the amount of the advance desired. Such payment vouchers shall be submitted to the Bank as close as is administratively possible to the issuance of checks for program disbursements. (4) The Contractor shall make timely reports of cash disbursements, interest income earned, and balances to Bonneville. (5) Interest income earned by the Contractor on funds advanced shall be credited or refunded to Bonneville. (6) The Contractor shall provide for effective control over and accountability for all Federal funds. (7) The Contractor shall establish internal operating procedures including but NOT limited to: Exhibit C, Page 3 of 5 Residential Weatherization Program 7/1/83 (A) the correct preparation and distribution of prescribed forms; (B) (C) monitoring of drawdowns and reviewing of other financial practices to insure against excessive withdrawals of Federal funds; and. remedial measures to correct excessive withdrawals of cash. (8) Subsections (1) through (6) above shall apply to any agent of the Contractor authorized to use such letter of credit. (c) Duties of Bonneville. (1) Bonneville shall establish the amount of the letter of credit (SF 1193) and record an obligation, if appropriate, in its accounts equal to such amount. (2) Bonneville shall transmit a certified letter of credit and signature card (SF 1194) to the U.S. Department of Treasury. The U.S. Department of Treasury shall then transmit a letter of credit and signature card to the appropriate Federal Reserve Bank. (3) Bonneville shall designate one of its own officials as a liaison officer with the U.S. Department of Treasury. (4) Bonneville shall furnish instructions to the Contractor which provide the procedures for the letter of credit method of payment. (5) Bonneville shall revoke any unobligated portion of the letter of credit upon determination that the Contractor has failed to comply with the instructions referenced in subsection (c)(4) above. A timely reconciliation of expenditures and advances shall be made and disbursement made to the appropriate party. Exhibit C, Page 4 of 5 Residential Weatherization Program 7/1/83 ~ayment Methods 3. Revolving Working Capital Advance Method (a) Summary. This is a method whereby Bonneville advances funds to the Contractor in an amount equal to the estimated amount due to the Contractor from Bonneville for Conservation activities completed during the first month of the Program. Thereafter, but not less frequently than monthly, Bonneville shall replenish the advance fund based on estimated current Program needs upon receipt of monthly certification of actual expenditures. (b) Duties of the Contractor. The Contractor shall request an amount by submitting to Bonneville a completed Form BPA-1418-F, Monthly Financial Summary. (2) Interest income 'earned by the Contractor on funds advanced shall be credited or refunded to Bonneville. (3) The Contractor shall certify expenditures, indicate interest income earned, and request replenishment of the advance on a monthly basis. (4) If the Program terminates, the Contractor shall submit a reconcilation of advances and expenditures in a timely manner. Any difference shall be disbursed to the appropriate party within a reasonable time. (5) Payments in excess of $25,000 will be made through direct transfer of funds from the U.S. Treasury to the Contractor's bank account. The Contractor shall notify Bonneville of the name and address of the bank, the Contractor's bank account number and the American Bankers Association 9-digit routing number. (c) Duties of Bonneville. (1) Bonneville shall review the Contractor's request for an advance and approve it providing such advance is advantageous to Bonneville. (2) Bonneville retains the right to adjust the working capital fund as necessary in accordance with information furnished in accordance with subsection (b)(3) of this payment method. Exhibit C, Page 5 of 5 Residential Weatherization Program 7/1/83 (3) Bonneville shall revoke this advance funding method upon determination that the Contractor has failed to comply with the procedures referenced in subsection (b) of this payment method. A timely reconcilation of expenditures and advances shall be made and disbursement made to the appropriate party. (WP-PKI-1703c) Exhibit D, Page 1 of 2 Residential Weatherization Program 7/1/83 Contractor Costs 1. Administrative Costs. (a) Upon the Contractor's certification that any of the Measures listed in section 2 of Exhibit B have been installed in the Residence in accordance with Exhibit B and meet or exceed the specifications contained in Item I of Exhibit F, Bonneville shall pay the Contractor: (1) $200 for the first Residence in a Building; (2) $25 per Residence for the second, third, and fourth Residence in a Building; and (3) $10 for each additional Residence in a Building. (b) Only one administrative cost-payment under (a) above shall be made for each Residence. (c) Bonneville shall pay an additional $10 per Residence upon the Contractor's certification that any Residence qualifying for an administrative cost payment under (a) above is the Residence of a Low Income Consumer. Training. (a) Bonneville shall pay the Contractor the actual training costs, not to exceed $100 per day and not to exceed a total of $1000, for each analyst or inspector trained under this subsection in accordance with procedures contained in Item 7 of Exhibit F, upon certification to Bonneville that the energy analyst or inspector has successfully completed the appropriate requirements specified in procedures contained in Item 7 of Exhibit F. Except as provided in subsections (b) and (c) below, Bonneville shall not pay for the training of an energy analyst or inspector who has successfully completed training substantially similar to the training provided in accordance with this Agreement. (b) Bonneville shall pay the Contractor the actual training costs, not to exceed $100 per day and not to exceed a total of $200 in any Budget Year for each analyst or inspector that receives recertification training after July 1, 1983, in accordance with training procedures contained in Item 7 of Exhibit F. Exhibit D, Page 2 of 2 Residential Weatherization Program 7/1/83 (c) (d) Bonneville shall pay the Contractor the actual training costs, not to exceed $100 per day and not to exceed a total of $200 in any Budget Year for each analyst or inspector, certified or recertified under this Program, that receives any special training in accordance with training procedures contained in Item 7 of Exhibit F. Bonneville shall not pay for any energy analystls or inspector's salary, travel, meals, or lodging during training. (WP-PKI-1703c) Exhibit E, Page ] of 1. Residential Weatherization Program 8/1/83 Revision Consumer Incentive For Measures listed in section 1 of Exhibit B, and in accordance with section ll(c) of the body of this Agreement, Bonneville shall pay the Contractor at the fixed rate of $25 per electric water heater. Only one paynmnt per electric water heater shall be allowed. When any or all Measures eligible for payment on the basis of an Energy Analysis are installed in a Building as the result of the same Energy Analysis, and in accordance with section ll(c) of the body of this Agreement, Bonneville shall pay the amounts indicated below: (a) up to 85 percent of the actual cost of the installed Measures, not to exceed $0.292 per estimated annual kilowatthour saved by the total of all Exhibit B section 2 Measures installed; and (b) up to 85 percent of the actual cost of ea¢:h installed'Measure, not to exceed $0.292 per estimated annual kilo~atthour saved by each separate Exhibit B sectio6 3(a) or 3(b) Measure installed. When any or all Measures eligible for payment are installed in a Building in ~hich, at the time of the Energy Analysis, not less than 66 percent of the Residences are occupied by Low Income Consumers, and in accordance )~ith section ll(c) of the body of this'Agreement, Bonneville shall pay: (a) the actual costs of the installed Measures, not to exceed $0.292 per estimated annual kilowatthour saved by the total of all Exhibit B section 2 Measures installed; and (b) the actual cost of each installed Measure, not to exceed $0.292 per estimated annual kilowatthour saved by each separate Exhibit B section 3(a) or 3(b) Measure installed. When a dehumidifier is installed in a Residence, and in accordance with section ll(c) of the body of this Agreement, Bonneville shall pay the actual cost of the installation, not to exceed $240 for each dehumidifier. 5. The Consumer Incentive in sections 2, 3, and 4 of this Exhibit shall not include any amount for the labor of any entity other than an Installer. 0 In determining the Consumer Incentive in sections 2 or 3 above, for a Seasonal Residence, the total annual kilok~tthours saved shall be reduced by 50 percent. ( WP-PK 1-1929c ) Exhibit F, Page I of 1 'Residential Weatherization Program 7/1/83 Referenced Documents The following Bonneville documents are hereby incorporated by reference into this Agreement and shall be subject to the terms hereof: 2 3 4 5 6 7 8. 9. 10. 11. Weatherization Specifications of July 1983 Standard Heat Loss Methodology of July 1983 Standardized Weather Data of July 1983 Procedures for Indexing Alternate Heat Loss Methodologies of July 1983 Software Certification Procedures of July 1983 Energy Analysis/Inspection Procedures of July 1983 Training Procedures of July 1983 Monthly Reporting and Program Forms of July 1983 Work Plan and Budget Forms of July 1983 Income Criteria of July 1983 Privacy Act Notice to Consumer of July 1983. (WP-PKI-1703c) Exhibit G, Page I of 3 Residential Weatherization Program 7/1/83 Allocated Budget Share 1. The Allocated Budget Share is based on the following computation: (a) A targeted budget for each Contractor for the 1986 Budget Year has been determined by taking into consideration the total amount of Bonneville funds planned for this program for the 1986 Budget Year and allocating to each Contractor an amount based on the Contractor's share of the Region's electrically heated residences. (b) The Contractor's targeted budget was then compared with the fourth quarter projection of activity under the Amended Energy Conservation Agreement, either the Energy Buy-Back Weatherization Program II or the Zero Interest Loan Weatherization Program II. Substitute values have been used for this fourth quarter projection where Contractors are either operating their own programs and have not yet participated in an existing Bonneville we2therization program or are without a weatherization program. (c) Using a standard mathematical equation for logarithmic curves an amount was determined for each of the four quarters of the 1984 Budget Year for each Contractor. (d) The Allocated Budget Share is approximately one-half of the sum of these quarterly amounts. Exhibit G, Residential 7/1/83 Page 2 of 3 Weatherization Program 2. The Contractor's Allocated Budget Lower Columbia Area Contractor Amount Ashland Bandon Blachly-Lane Canby Cascade Locks: Central Lincoln Clark Clatskanie Columbia River PUD Consumers Coos-Curry Cowlitz Douglas Coop. Drain Eugene Forest Grove Lane McMinnville Monmouth PP&L PGE Salem Skamania Springfield Tillamook Wahkiakum West Oregon ($) 325.000 105.000 37.000 186000 74 000 1,196 000 4,105 000 119 000 6 000 230 000 262 000~ 2,846 000 165 000 201 000 1,808,000 240.000 360.000 273000 180 000 3,999 000 1,684000 471 000 113 000 1,623 000 989 000 265,000 241,000 Share shall be Puget Sound Contractor as listed below: Area Alder Mutual Blaine Centralia Clallam Eatonville Elmhurst Fircrest Grays Harbor Lakeview Lewis Mason No. 1 Mason No. 3 McCleary Milton Ohop Orcas Pacific Parkland Peninsula Port Angeles Puget Power Seattle Snohomish Steilacoom Sumas Tacoma Tanner Amount ($) 6,000 9,000 8,000 755 000 6 000 263 000 76 000 875 000 239 000 11 000 167 000 335 000 177 000 9 000 118.000 294.000 10.000 233.000 768000 346 000 4,553 000 2,642 000 9,281 000 76 000 6 000 2,185 000 242 000 Exhibit G, Residential 7/1/83 Page 3 of 3 Weatherization Program Snake River Area Contractor Albion Benton PUD Benton REA Burley Central Electric CP National - SEE Columbia Basin Columbia Power Columbia REA Declo East End Fall River Farmers Franklin Harney Heyburn Idaho Falls Idaho Power Klickitat Lost River Lower Valley Midstate Milton-Freewater Minidoka Northern Wasco Prairie Power Raft River Richland Riverside Rupert Rural Salmon River Soda Springs Southside Surprise Valley Umatilla Unity Utah P&L Wasco Weiser - SEE Wells IDAHO Amount (WP-PKI-1703c) ($) 35,000 1,337,000 315,000 6,000 221,000 POWER 157,000 35,000 124,000 6,000 6,000 56,000 63,000 370000 8 000 40 000 303 000 792 000 201 000 6 000 110 000 176 000 99 000 6 000 193 000 6 000 6 000 747,0000 87 000 89 000 81 000 6 000 ~ 6 000 126 000 161 000 363.000 157.000 389~000 67.000 IDAHO POWER 6,000 Upper Columbia Area Contractor Big Bend Bonners Ferry Chelan Cheney Clearwater Coulee Dam Douglas PUD Ellensburg Ferry Flathead Coop. Glacier Grant Idaho County Inland Kittitas Kootenai Lincoln (MT) Lincoln (WA) Missoula Montana L&P Montana Power Co. Nespelem Valley Northern Lights Okanogan Coop. Okanogan PUD Pend Oreille Ravalli USBIA - Flathead Vera Vigilante Washington Water Power Amount ($) 199 000 6 000 553 000 201 000 216 000 6 000 170 000 345 000 92 000 91 000 86 000 530 000 8 000 464 000 133 000 258 000 126 000 67 000 116 000 8 000 260 000 6 000 162 000 6 000 73 000 8 000 47.000 115~000 263~000 8 000 798.000 Exhibit H, Page I of 2 Residential Weatherization Program 7/1/83 Transition Payment The terms of this Exhibit are available to the Contractor if it has executed this Agreement no later than September 30, 1983. Bonneville shall pay the Contractor for Completed Work in accordance with the following procedures to assist the Contractor in the transition to this Agreement. 1. Definitions. (a) "Prior Program" means either the Energy Buy-Back Weatherization Program II or the Zero Interest Loan Weatherization Program II, dated May 14, 1982, and amendments thereto, executed by the Contractor under the Amended Energy Conservation Agreement. (b) "Initiated Work" means Measures to be installed in accordance with the Prior Program pursuant to the terms of a written agreement executed between-the Contractor or the Installer and the Homeowner or Consumer no later than September 30, 1983. (c) "Completed Work" means Initiated Work that has been installed or completed, in accordance with section 6(c) of the Prior Program, no later than December 31, 1983. Transition Procedures. The Contractor shall comply with the following procedures in accomplishing Measures eligible for payment in accordance with this Exhibit. (a) The Contractor shall provide the following information in writing to Bonneville no later than October 15, 1983: (1) the account numbers of Consumers with Initiated Work for which no claims for payment were made during the'term of the Prior Program; (2) the total cost of Initiated Work by residence; (3) the Consumer Incentive or program loan funds to be provided to the Contractor in accordance with Attachment 9 of the Prior Program; and (4) the Utility administrative costs to be paid in accordance with Attachment 8 of the Prior Program. Exhibit H, Page 2 of 2 Residential Weatherization Program 7/1/83 (b) Program reports claiming reimbursement under this Exhibit shall: (1) be received no later than January 15, 1984; (2) be received on completed monthly reporting and program forms referenced in Item 8 of Exhibit F; (3) be titled Transition Report; and (4) state the reimbursement claimed in accordance with Attachment 8 and Attachment 9 of the Prior Program. (c) The Contractor shall maintain the agreement referenced in subsection l(b) above in accordance with section 15 of Exhibit A of this Agreement. Payment. Payment shall be made in accordance with Attachment 8 and Attachment 9 of the Prior. Program for Completed Work, not to exceed 50 percent of the Allocated Budget Share as indicated in Exhibit G of this Agreement. (WP-PKI-1703c) Exhibit I, Page i of 1 Residential Weatherization Program 7/1/83 Retroactive Payments 1. Contractor Administrative Costs. Bonneville shall pay the Contractor $160 upon the Contractor's certification that any of the Measures (t), (2), (3), or (5) of section 2(a) of Exhibit B or Measures (1) or (2) of section 2(b) of Exhibit B have been installed in a Residence in accordance with section 7(b) of Exhibit A. 2. Consumer Incentive. (a) In accordance with section 7(b) of Exhibit A and section 11(d) of the body of this Agreement Bonneville shall pay: $0.292 per estimated total annual kilowatthour saved by the Measure installed or the actual cost of the installed Measures, whichever is less, for those Measures installed and inspected prior to the Contractor's effective date of Amendment 12 to the Energy Conservation Agreement; (2) the percent of actual cost of installed Measures agreed to in the Contractor's Amendment 12 to the Energy Conservation Agreement, not'to exceed $0.292 per estimated total annual kilowatthour saved by the Measures installed, for all Measures inspected on or after the Contractor's effective date of Amendment 12 to the Energy Conservation Agreement; and (3) $240.00 for each dehumidifier and $0.80 per lineal foot of pipe wrap installed and inspected on or after May 14, 1982. (b) The Consumer Incentive may be determined by computing the payment on the total energy savings for such installed Measures or on the savings for each separate Measure. (c) The amount of the payment shall not include any amount for labor of the Consumer or Homeowner. (WP-PKI-1703c)