PERMANENT INSTALLATION. Notwithstanding any other provision in this Agreement, Seller shall ensure that the Project, and every Measure in the Project, remains installed at the Site for its useful life. CPUC APPROVAL Unless otherwise specified herein, notwithstanding SDG&E’s execution and delivery of this Agreement, SDG&E’s obligations under this Agreement shall only become effective upon CPUC Approval. SDG&E shall file with the Commission the appropriate request for CPUC Approval. SDG&E shall seek CPUC Approval, including promptly responding to any requests for information related to the request for CPUC Approval. Seller shall use commercially reasonable efforts to support SDG&E in obtaining CPUC Approval. SDG&E has no obligation to seek rehearing or to appeal a Commission decision which fails to approve this Agreement or which contains findings required for CPUC Approval with conditions or modifications unacceptable to either Party. Either Party has the right to terminate this Agreement on Notice, which will be effective [insert number] Business Days after such Notice is given, if CPUC Approval has not been obtained or waived by SDG&E in its sole discretion within [insert number] days after SDG&E files its request for CPUC Approval and a Notice of termination is given on or before the [insert number] day after SDG&E files the request for CPUC Approval. Failure to obtain CPUC Approval in accordance with this Article 2 will not be deemed to be a failure of Seller to install the Project or a failure of SDG&E to make payment for such installation, and will not be or cause an Event of Default by either Party. No Settlement Amount with respect to this Agreement will be due or owing by either Party upon termination of this Agreement due solely to failure to obtain CPUC Approval. PAYMENT AND BILLING 3.1 Payment to Seller and Invoicing After the Project Completion Date, SDG&E shall pay Seller the Contract Price as adjusted in accordance with Exhibit B in [insert number] installments and in accordance with the following: Upon the later of the Project Completion Date and the Expected Project Completion Date and so long as (i) no Event of Default with respect to the Seller has occurred and is continuing, (ii) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Seller, Seller shall send an invoice to SDG&E’s “Accounts Payable Department” as set forth in Section 6.2, for [insert percentage] of the Contract Price as adjusted in accordance with Exhibit B no earlier than the tenth (10th) day of the first full month after the Project Completion Date (or, if later, the Expected Project Completion Date). SDG&E shall have ten (10) days to provide Notice of approval or denial of the accuracy of such invoice. If such invoice is approved, Seller shall send such invoice to the “Accounts Payable Department,” as set forth in Section 6.2, and SDG&E shall pay such invoice within sixty (60) days after the Accounts Payable Department has received such invoice. If such invoice is declined, then Seller shall resubmit a corrected invoice to the “Accounts Payable Department” to be reviewed in accordance with the process described in this Section 3.1(a). So long as (i) no Event of Default with respect to the Seller has occurred and is continuing, (ii) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Seller, or (iii) an Evaluator has not issued a Post-Installation Inspection Report that provides that the Project has not met all of the criteria set forth in Section 1.5(b)(i)(A)-(D), Seller shall send an invoice to SDG&E’s “Accounts Payable Department” as set forth in Section 6.2, for [insert percentage] of the Contract Price as adjusted in accordance with Exhibit B one (1) year after Seller first invoiced SDG&E for payment in Section 3.1(a). SDG&E shall have ten (10) days to provide Notice of approval or denial of the accuracy of such invoice. If such invoice is approved, Seller shall send such invoice to the “Accounts Payable Department,” as set forth in Section 6.2, and SDG&E shall pay, such invoice within sixty (60) days after the “Accounts Payable Department” has received such invoice. If such invoice is declined, then Seller shall resubmit a corrected invoice to the “Accounts Payable Department” to be reviewed in accordance with the process described in this Section 3.1(b). [NOTE TO SELLER: Insert repeat sections for each payment installment] Notwithstanding any other provision in this Agreement, SDG&E shall have no obligation to make any payment if the Project Completion Date has not been set under Section 1.5(b) or at any time prior to the Expected Project Completion Date.
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PERMANENT INSTALLATION. Notwithstanding any other provision in this Agreement, Seller shall ensure that the Project, and every Measure in the Project, remains installed at the Site for its useful life. CPUC APPROVAL Unless otherwise specified herein, notwithstanding SDG&ESCE’s execution and delivery of this Agreement, SDG&ESCE’s obligations under this Agreement shall only become effective upon CPUC Approval. SDG&E Within ninety (90) days after the Execution Date, SCE shall file with the Commission the appropriate request for CPUC Approval. SDG&E SCE shall expeditiously seek CPUC Approval, including promptly responding to any requests for information related to the request for CPUC Approval. Seller shall use commercially reasonable efforts to support SDG&E SCE in obtaining CPUC Approval. SDG&E SCE has no obligation to seek rehearing or to appeal a Commission decision which fails to approve this Agreement or which contains findings required for CPUC Approval with conditions or modifications unacceptable to either Party. Either Party has the right to terminate this Agreement on Notice, which will be effective [insert number] five (5) Business Days after such Notice is given, if CPUC Approval has not been obtained or waived by SDG&E SCE in its sole discretion within [insert number] three hundred sixty-five (365) days after SDG&E SCE files its request for CPUC Approval and a Notice of termination is given on or before the [insert number] three hundred ninety-fifth (395th) day after SDG&E SCE files the request for CPUC Approval. Failure to obtain CPUC Approval in accordance with this Article 2 will not be deemed to be a failure of Seller to install the Project or a failure of SDG&E SCE to make payment for such installation, and will not be or cause an Event of Default by either Party. No Settlement Amount with respect to this Agreement will be due or owing by either Party upon termination of this Agreement due solely to failure to obtain CPUC Approval. PAYMENT AND BILLING
3.1 BILLING Payment to Seller and Invoicing After the Project Completion Date, SDG&E SCE shall pay Seller the Contract Price as adjusted in accordance with Exhibit B in [insert number] five (5) installments and in accordance with the following: Upon the later of the Project Completion Date and the Expected Project Completion Date and so long as (i) no Event of Default with respect to the Seller has occurred and is continuing, (ii) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Seller, Seller shall send an invoice to SDG&ESCE’s “Accounts Payable Invoice Approval Department,” as set forth in Section 6.2, for [insert percentage] fifty percent (50%) of the Contract Price as adjusted in accordance with Exhibit B no earlier than the tenth (10th) day of the first full month after the Project Completion Date (or, if later, the Expected Project Completion Date). SDG&E SCE shall have ten (10) days to provide Notice of approval or denial of the accuracy of such invoice. If such invoice is approved, Seller shall send such invoice to the “Accounts Payable Invoice Payment Department,” as set forth in Section 6.2, and SDG&E SCE shall pay pay, by check, such invoice within sixty (60) days after the Accounts Payable Department “Invoice Payment Department” has received such invoice. If such invoice is declined, then Seller shall resubmit a corrected invoice to the “Accounts Payable Invoice Approval Department” to be reviewed in accordance with the process described in this Section 3.1(a). So long as (i) no Event of Default with respect to the Seller has occurred and is continuing, (ii) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Seller, or (iii) an Evaluator has not issued a Post-Installation Inspection Report that provides that the Project has not met all of the criteria set forth in Section 1.5(b)(i)(A)-(D), Seller shall send an invoice to SDG&ESCE’s “Accounts Payable Invoice Approval Department,” as set forth in Section 6.2, for [insert percentage] twenty percent (20%) of the Contract Price as adjusted in accordance with Exhibit B one (1) year after Seller first invoiced SDG&E SCE for payment in Section 3.1(a). SDG&E SCE shall have ten (10) days to provide Notice of approval or denial of the accuracy of such invoice. If such invoice is approved, Seller shall send such invoice to the “Accounts Payable Invoice Payment Department,” as set forth in Section 6.2, and SDG&E SCE shall pay, by check, such invoice within sixty (60) days after the “Accounts Payable Invoice Payment Department” has received such invoice. If such invoice is declined, then Seller shall resubmit a corrected invoice to the “Accounts Payable Invoice Approval Department” to be reviewed in accordance with the process described in this Section 3.1(b). [NOTE TO SELLER: Insert repeat sections So long as (i) no Event of Default with respect to the Seller has occurred and is continuing, (ii) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Seller, or (iii) an Evaluator has not issued a Post-Installation Inspection Report that provides that the Project has not met all of the criteria set forth in Section 1.5(b)(i)(A)-(D), Seller shall send an invoice to SCE’s “Invoice Approval Department,” as set forth in Section 6.2, for each ten percent (10%) of the Contract Price one (1) year after Seller first invoiced SCE for payment installment] in Section 3.1(b). SCE shall have ten (10) days to provide Notice of approval or denial of the accuracy of such invoice. If such invoice is approved, Seller shall send such invoice to the “Invoice Payment Department,” as set forth in Section 6.2, and SCE shall pay, by check, such invoice within sixty (60) days after the “Invoice Payment Department” has received such invoice. If such invoice is declined, then Seller shall resubmit a corrected invoice to the “Invoice Approval Department” to be reviewed in accordance with the process described in this Section 3.1(c). So long as (i) no Event of Default with respect to the Seller has occurred and is continuing, (ii) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Seller, or (iii) an Evaluator has not issued a Post-Installation Inspection Report that provides that the Project has not met all of the criteria set forth in Section 1.5(b)(i)(A)-(D), Seller shall send an invoice to SCE’s “Invoice Approval Department,” as set forth in Section 6.2, for ten percent (10%) of the Contract Price one (1) year after Seller first invoiced SCE for payment in Section 3.1(c). SCE shall have ten (10) days to provide Notice of approval or denial of the accuracy of such invoice. If such invoice is approved, Seller shall send such invoice to the “Invoice Payment Department,” as set forth in Section 6.2, and SCE shall pay, by check, such invoice within sixty (60) days after the “Invoice Payment Department” has received such invoice. If such invoice is declined, then Seller shall resubmit a corrected invoice to the “Invoice Approval Department” to be reviewed in accordance with the process described in this Section 3.1(d). So long as (i) no Event of Default with respect to the Seller has occurred and is continuing, (ii) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Seller, or (iii) an Evaluator has not issued a Post-Installation Inspection Report that provides that the Project has not met all of the criteria set forth in Section 1.5(b)(i)(A)-(D), Seller shall send an invoice to SCE’s “Invoice Approval Department,” as set forth in Section 6.2, for ten percent (10%) of the Contract Price one (1) year after Seller first invoiced SCE for payment in Section 3.1(d). SCE shall have ten (10) days to provide Notice of approval or denial of the accuracy of such invoice. If such invoice is approved, Seller shall send such invoice to the “Invoice Payment Department,” as set forth in Section 6.2, and SCE shall pay, by check, such invoice within sixty (60) days after the “Invoice Payment Department” has received such invoice. If such invoice is declined, then Seller shall resubmit a corrected invoice to the “Invoice Approval Department” to be reviewed in accordance with the process described in this Section 3.1(e). Notwithstanding any other provision in this Agreement, SDG&E SCE shall have no obligation to make any payment if the Project Completion Date has not been set under Section 1.5(b) or at any time prior to the Expected Project Completion Date. Payment [Intentionally omitted]. Unless otherwise agreed to in writing by the Parties, payment to Seller will be in the form of a check. SCE may offset any future payments by any amount(s) that were previously overpaid. SCE may deduct any amounts that would otherwise be due to Seller under this Agreement from any amounts owing and unpaid by Seller to SCE: (i) under this Agreement; or (ii) arising out of or related to any other agreement, tariff, obligation or liability.
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Sources: Energy Efficiency Agreement