1. Only the Participating Aggregator who has
submitted a Participating Aggregator Agreement that has been accepted by the
Business Savings Program (Program) may submit applications Program.
Applications must have the supporting documentation listed in the Program
Handbook uploaded before the application is reviewed. Incomplete applications submissions will be
rejected by the Program.
2. Aggregator understands that
Program Incentives are performance based on electricity savings as outlined in
the Program Handbook and Program M&V Plan, as determined by CleanPowerSF in
its sole discretion. CleanPowerSF is a
not-for-profit program of the San Francisco Public Utilities Commission (SFPUC),
which is a department of the City and County of San Francisco (collectively
referred to as “CleanPowerSF”).
3. Prior to installation and/or
implementation of measures, Aggregator must receive an Incentive Reservation
Letter indicating project approval. Aggregator understands that submission of
an application package does not guarantee Program participation, nor is it a
guarantee of funding availability.
4. Funding for this Program is
limited and subject to the budgeting and fiscal provisions of the City’s
Charter. CleanPowerSF reserves the right to modify or discontinue this Program
and/or this Agreement without prior notice and at its sole discretion. Upon
Program termination, CleanPowerSF will not be liable for any losses, costs, or
damages of any kind.
5. Funding is available on a
first-come-first served basis for qualified applicants and is subject to the
availability of funds. Incentives will be reserved only upon the City’s
approval and issuance of the Incentive Reservation Letter. Payment of Incentives will be made only after
all Program requirements are met and upon Project verification by the City as
set forth in the Program Handbook. The City reserves the right to modify
or cancel the Incentive Payment if the actual measures installed differ from
the design of measures contained in this Application, the Project fails the
City inspection and verification, or for any other failure to comply with the
Program Handbook.
6. These Terms and Conditions apply from
the Date of Application Submission until the fifth annual anniversary of the
date on which the City issues the final Incentive Payment to the Aggregator.
7. Aggregator agrees to:
A. Undertake, in good faith
and with due diligence, the construction of the Project, consistent with Participating
Aggregator Agreement and the Program Handbook. Aggregator understands that s/he, and any third parties involved with the Project, are not performing
any work for, on behalf of, or at the direction of, the City, and are not
authorized to make any representations on behalf of the City.
B. Meet all program requirements
and conduct all work in compliance with applicable federal, state, and local
government laws, codes, ordinances, and regulations, as well as property owner and/or homeowner’s association conditions, restrictions, and rules.
C. Obtain and maintain, at their
own expense, all licenses and permits required by any federal, state, local, or
other governing agency for performing work on the Project and for operation of the Project. Aggregator shall provide copies of all Project permits to CleanPowerSF
upon request.
D. Provide written notification
to the City of any material change in the nature or scope of the Project.
Aggregator understands and acknowledges any such change may result in disqualification of the Project for the Program.
E. Cooperate in good faith with
any evaluation or verification activities required by the City. Aggregator
shall work in good faith to provide City and its representatives and agents, reasonable access to Participant’s Project Site to verify pre- and
post-installation and operating conditions.
F. Prior to the payment of any
Incentive, provide the City with all documentation reasonably necessary for
verification of installation and performance of the Project as outlined in the Program Handbook, including but not limited to, manufacturer’s specification
sheets, and vendor and construction invoices.
G. Accept as final authority, the
City’s determination of the Program Incentive amount.
H. Provide the City the right to claim
and report benefits, credits, allowances, or any other value resulting from the
energy savings and avoided emissions associated with the Project for the purpose of compliance with any local, state, federal, or international program
governing environmental attributes (“Benefits”), for the lesser of five years
or the rated life of the equipment.
10. Incentives may be taxable and will be reported by the
City to the IRS unless Aggregator qualifies under an exempt status. Utility
will report the incentive as income to Aggregator on IRS Form 1099 unless Aggregator
has indicated that it qualifies for an exempt tax status as indicated on the
Application.
11. Aggregator shall indemnify, protect, and hold harmless the City and County of San Francisco, San Francisco Environment, SFPUC, and CleanPowerSF, and its, officers, employees, and agents from and against any and all claims, demands, losses, damages, costs, expenses, and liability (legal, contractual, or otherwise) arising from or in any way connected with any: (i) injury to or death of a person, including employees of City or Participant; (ii) loss of or damage to property; (iii) violation of local, state, or federal common law, statute, regulation, CleanPowerSF Terms and Conditions, or Program Handbook; (iv) strict liability imposed by any law or regulation; (v) infringement of patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims; so long as such injury, violation, loss, or strict liability (as set forth in subsections (i) – (v) above) arises directly or indirectly from Aggregator’s performance, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City. Aggregator shall, at the City’s request, provide a defense against any claim covered by this indemnity.
12. CleanPowerSF’s obligations under these Terms and
Conditions shall be limited to the Incentive Payment. In no event shall CleanPowerSF
be liable, regardless of whether any claim is based on contract or tort, for
any special, consequential, indirect or incidental damages arising out of or in
connection with this Project.
13. THE CITY MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES RELATED TO THE
CONSTRUCTION, EQUIPMENT, OR INSTALLATIONS REFERRED TO HEREIN; THE BENEFITS TO
BE DERIVED FROM INSTALLATION, OPERATION, AND USE OF SUCH EQUIPMENT, OR; ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR
APPLICATION, AND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY, EXPRESS
OR IMPLIED. CLEANPOWERSF’S AND/OR ITS AGENTS’ REVIEW’ REVIEW
OF THE DESIGN, CONSTRUCTION, OR OPERATION OF THE PROJECT OR ANY ENERGY
EFFICIENCY MEASURES ("EEMs") COVERED UNDER THIS AGREEMENT SHALL NOT
CONSTITUTE ANY REPRESENTATION AS TO THE ECONOMIC OR TECHNICAL FEASIBILITY,
SAFETY, OPERATIONAL CAPABILITY, OR RELIABILITY OF THE PROJECT OR EEMs, NOR
SHALL AGGREGATOR, IN ANY WAY, MAKE SUCH A REPRESENTATION TO A THIRD PARTY. AGGREGATOR
IS SOLELY RESPONSIBLE FOR THE DESIGN, INSTALLATION, ECONOMIC AND TECHNICAL
FEASIBILITY, PERMITTING, CONSTRUCTION, OPERATIONAL CAPABILITY AND RELIABILITY
OF THE PROJECT AND EEMs.
14. The selection of any contractor, engineering firm,
vendor, installer, manufacturer, dealer, purchase of materials, work performed,
and payment thereof is the sole responsibility of the Aggregator. The
Aggregator waives any claims against CleanPowerSF arising out of the
installation and/or use of the Project. CleanPowerSF does not endorse,
recommend, or guarantee the services, work, materials, products, workmanship,
or financial stability of any contractor, engineering firm, vendor, auditor,
installer, manufacturer, dealer, or any other party. CleanPowerSF will have no obligation
to resolve any disputes between the Aggregator, Participant, contractor,
engineering firm, vendor, installer, manufacturer, and/or any other third
parties.
15. Except as otherwise specified in the Program Handbook, Aggregator
represents and warrants that Participant has not applied, and will not apply,
for or receive electric savings incentives offered by any other local or state
authority or utility for measures receiving incentives for work performed for
this Project.
16. Aggregator acknowledges CleanPowerSF will review
the Application and Supporting Documentation for completeness, accuracy and
compliance with Program rules and guidelines as described in the Program
Handbook.
17. Aggregator acknowledges Projects must be
Complete with the Project Completion Package submitted to the CleanPowerSF within
one hundred and twenty (120 days) from the Date of the Incentive Reservation
Letter or thirty (30) days from the completion of the Project, whichever is
sooner. If Aggregator fails to meet the project schedule, or deviates from the
Project submitted with this Application, the Estimated Incentive Amount may be
reduced or canceled. This Incentive Agreement will have no force or
effect until CleanPowerSF approves the Application and issues an Incentive
Reservation Letter.
18. Aggregator acknowledges that CleanPowerSF is subject to the California
Public Records Act and the San Francisco Sunshine Ordinance, and all
information submitted to CleanPowerSF may be subject to disclosure in
accordance with applicable law or court order. The Aggregator certifies
that (i) it has signed the Participating Aggregator Agreement (ii)it has read
and understood these Terms and Conditions and the Program Handbook, (iii) it
and the Project meet all of the Program eligibility requirements, (iv) the
information provided by the Aggregator and its representatives to the CleanPowerSF
in connection with the Program, including the description of the Project set
forth in the Application Documents, is true and correct and acknowledge that
information found to be false or misleading is grounds to void the Participating
Aggregator Agreement and reject or cancel the Incentive reservation, and (v) the undersigned is duly authorized to execute this Agreement.
19. By using this form and signing electronically
above, I agree and understand that my signature indicates my express consent
and authorization of this transaction to be conducted by electronic means, and I
affirm that the undersigned is duly authorized to execute this Agreement.
20. By using this form and signing electronically
above, I agree and understand that this electronic signature is the legal
equivalent of my manual/handwritten signature.