HomeMy WebLinkAbout5.822 Original ContractBy signing below, both parties agree to amend the Change a Light, Change the World CFL Markdown
Promotion Agreement, Contract Number 511 -663 "Agreement between Portland Energy Conservation, Inc.
"PECI and City of Port Angeles in effect as of October 1, 2009, for services under the BPA Change a Light,
Change the World promotion as follows:
1. Attachment A, Scope of Work is hereby deleted and replaced with the attached Attachment A, Scope of
Work.
2. All other provisions of this Agreement remain unchanged.
Portland Energy Conservation, Inc.
Signature of Authorized Representative
Phil Welker
Authorized Representative Name
Executive Director
Title
A //a
Amendment #1 to the
Change a Light, Change the World
CFL Markdown Promotion Agreement
Contract 511 -663
Date Date
City of Port Angeles
Signature of Authorized Representative
i \,e .n A C' T L-E1
Authorized Representative Name
nom T..- ron:TRA4.∎g- I N- 4 0AY- 1 e Ur) 4.1 n
Title
Retail Markdown Program
Bulk Purchasing Program
Direct Shipment Program
Retail Markdown Program
Attachment A
Scope of Work
Portland Energy Conservation, Inc. (PECI) will conduct the following tasks for City of Port
Angeles in support of a compact fluorescent (CFL) markdown promotion in connection with
Bonneville Power Administration's region -wide Change a Light, Change the World promotion,
during the effective dates October 1, 2009 April 30, 2010.
Program Selection
I would like to participate in (check all that apply)
Task l: Setup and Kickoff
Consultant will design and produce retail Point of Purchase (POP) materials for participating
retail locations, including those in City of Port Angeles territory. Where appropriate, POP
materials will include a logo specific to City of Port Angeles.
Marketing materials will be delivered to stores. Field representatives will support participating
retail stores in City of Port Angeles territory and provide on -site merchandising and sales
associate training.
Task 2: Allocations and Estimates
Retail locations in the program identified as selling bulbs to City of Port Angeles customers will
be assigned a percentage allocation which shall represent the share of sales attributed to City of
Port Angeles customers, and consequently the share of sales paid by City of Port Angeles.
City of Port Angeles is required to review these allocations and make recommendations for
changes before sales are invoiced.
Consultant will provide an estimate of potential sales for the effective dates to City of Port
Angeles, using the determined store allocations.
Task 3: Sales Data Tracking
Program staff will receive retail sales reports from partnering manufacturers and /or retailers, and
are specific to individual retail locations.
Program staff will enter sales reports into the tracking database.
Task 4: Summary Report and Invoicing
City of Port Angeles will receive detailed electronic reports of sales once a month. Sales will be
broken out by retailer and by individual product. This data will also be available in a hard copy
format if requested.
1
Invoices for CFL sales and administrative costs per unit sold within the prior month will be sent
to City of Port Angeles monthly. Invoicing is dependent upon Consultant receiving sales data
reports from manufacturer /retailer partners in a timely manner, due on the 15 of each month.
However, City of Port Angeles will be invoiced by Consultant within 10 working days of
receipt of sales data.
Custom reporting is available upon request.
City of Port Angeles will be invoiced for markdown and administration costs per CFL sold,
according to lamp type as follows:
2
Lamp Type
3 -Way
A-Lamp
CFL Candelabra
Daylight
Globe
High Wattage
Outdoor
Reflector
T2 Twist
Product Mix
Max
Markdown Administation
2.25 I 0 40
1.75 I 0.40
1.75 I 0 40
1.75 0.40
1.75 0.40
1.75 I 0 40
2.25 I 0.40
2.25 0.40
1.25 0.40
Max Total
Cost
2.65
2.15
2.15
2.15
2.15
2.15
2.65
2 65
1.65
Budget (Retail Markdown):
City of Port Angeles commits to fund (check one and fill in blank) the following, based upon
proof of sales by store at participating retailers in the attached store list:
A maximum of promotional CFLs sold for the duration of
the promotion.
Up to 24,000 in total costs for promotional CFLs sold for the
duration of the promotion.
All promotional CFLs sold for the duration of the promotion.
Bulk Purchasine Protram
Task 1: Setup and Kickoff
City of Port Angeles can request bulk purchase of qualified CFL bulbs in quantities over 200
units for delivery to specified locations.
Bulb product selection will be decided on with a representative of the Change a Light program.
Bulbs will be delivered at a location of choice within a 4 week lead time. Shipping costs will be
paid by City of Port Angeles, but may be waived for orders that meet certain dollar value
thresholds set by the program.
Consultant will design, produce and provide up to one educational pamphlet for every bulb
ordered. This pamphlet will include a logo specific to City of Port Angeles.
Marketing materials will be delivered to the utility.
Task 2: Sales Data and Invoicing
City of Port Angeles will be invoiced by Consultant for full cost of total bulbs ordered plus a
$0.40 per bulb administrative fee. All applicable sales tax will be applied
Actual cost, quantity and details of a bulk purchase will be determined at the time of request.
Program staff will receive a bulk sales report for purchased bulbs and enter sales reports into the
tracking database.
City of Port Angeles will receive detailed electronic reports of sales once a month. If they are
participating in the Retail program sales will be broken out by retailer and by bulk shipment.
This data will also be available in a hard copy format if requested.
Invoices for CFL sales and administrative costs per unit sold within the prior month will be sent
to City of Port Angeles monthly. Invoicing is dependent upon Consultant receiving sales data
reports from manufacturer /retailer partners in a timely manner, due on the 15 of each month.
However, City of Port Angeles will be invoiced by Consultant within 10 working days of
receipt of sales data.
Custom reporting is available upon request.
Direct Shipment Program
Task 1: Setup and Kickoff
City of Port Angeles can participate in a Direct Shipment option. The direct shipment option
allows City of Port Angeles to select packages of CFLS that will be delivered directly to their
customers or a location of their choosing.
Bulb package selection will be decided on with a representative of the Change a Light program
and will include the following
Individually packaged CFLs
One (1) Educational Brochures per package
Delivery to customers' homes via USPS
Toll -free customer service line
Replacement of damaged or failed CFLs
Two (2) CFL recycling collection boxes (with prepaid return shipping)
per utility
Packages will be delivered to customers within a 6 week lead time.
Consultant will design, produce and provide up to one educational pamphlet for every kit
ordered. This pamphlet will include a logo specific to City of Port Angeles.
Task 2: Sales Data and Invoicing
City of Port Angeles will be invoiced by Consultant for full cost of kits which include an
administrative fee. All applicable sales tax will be applied.
Actual cost, quantity and details of a direct shipment will be determined at the time of request.
City of Port Angeles will receive 2 invoices for Direct Shipment program. First invoice for 50%
of total cost will be invoiced by Consultant upon implementation of program. Second invoice for
3
the remaining 50% will be invoiced by Consultant within 10 working days of receipt of final
shipment.
Program staff will receive a sales report for purchased bulbs and will enter sales reports into the
tracking database.
City of Port Angeles will receive detailed electronic reports of sales once a month. If they are
participating in the Retail program sales will be broken out by retailer and by direct shipped kits.
This data will also be available in a hard copy format if requested.
Custom reporting is available upon request.
Program Wind -down Period
Bulk or direct shipment orders and retail markdown will be available until 30 days prior to the
last effective day of the Agreement. This final 30 day "wind- down" period will provide time for
the parties to collect the final sales data and to distribute final invoices and reports.
Signatures
City of Port Angeles
Initial: 4 eve
.4 4 ki i 0
Date:
4
Portland Energy Conservation, Inc.
Initial:
Date: 3/Z A /70
1. Service Contract
This Agreement is made and entered into by and between City of Port Angeles, the Client, and
Portland Energy Conservation, Inc. (PECI), the Consultant, listed below for specified services
provided by the Consultant to the Client. This Agreement shall remain in force only for the
duration of the period specified below, unless extended in accordance with this Agreement
(Term). All obligations incurred under this Agreement shall survive the Term until satisfied.
Project Name
Contract Period
Client Name
Client Representative
Telephone Number
Address
City, State Zip
Consultant Name
Telephone Number
Address
City, State, Zip
Taxpayer Identification Number
2. Term
The term of this Agreement (Term) shall commence on October 1, 2009 and continue in effect
until April 30, 2010, unless the Parties agree in writing to extend the Term, or unless this
Agreement is earlier terminated in accordance with the Early Termination provisions below.
3. Services
This Agreement covers the services specified in Attachment A Scope of Work, which is hereby
included and made a part of this Agreement. The Consultant agrees to perform the services
specified in Attachment A in the manner and within the time specified therein. Except as
expressly provided elsewhere in this Agreement, any and all modifications or revisions to
Attachment A, including, but not limited to, additions, deletions and extensions must be in
writing and signed by both parties.
1
Change a Light, Change the World
CFL Markdown Promotion Agreement
Contract # 511 -663
Change a Light, Change the World
(Change -a -Light Northwest)
October 1, 2009 — April 30, 2010
City of Port Angeles
Robert Kajfasz
(360) 417 -3604
PO Box 1150
Port Angeles, WA 98362
Portland Energy Conservation, Inc. (PECI)
(503)248 -4636
1400 SW 5` Ave. #700
Portland, Oregon 97201
93- 0770824
4. Billing and Payment
The Consultant shall be compensated by City of Port Angeles for the performance of those
services described in Attachment A, which is hereby included and made a part of this
Agreement.
To ensure payment within 30 days after receipt by City of Port Angeles, the invoice for each
month must be submitted to City of Port Angeles within 10 days of receipt of retail sales data
by Consultant for the month prior.
Submit all invoices to:
Attn: Robert Kajfasz
City of Port Angeles
PO Box 1150
Port Angeles, WA 98362
5. Documentation
The Consultant shall maintain records documenting all fees and expenses in excess of $5.00,
incurred either by Consultant or any subcontractor of Consultant in the performance of this
Agreement. During regular business hours and upon reasonable notice, City of Port Angeles,
or its designee, shall have the right to inspect and audit all records required to be maintained
under this Agreement.
6. Insurance
The Consultant, and any subcontractor engaged by Consultant in its performance of this
Agreement, shall carry and maintain fully paid commercial general liability, automobile liability
and workers compensation insurance. All policies shall be written only by insurers admitted to
do business in the state in which Consultant or subcontractor resides and having a rating of at
least "A" and a financial rating of at least "VIII" on the most current edition of Best's Key
Rating Guide or comparable rating by another generally recognized rating agency. City of Port
Angeles shall be given no less than thirty (30) days advance written notice of cancellation or
material change in coverage. Certificates of insurance shall be sent to City of Port Angeles
before work begins.
Consultant shall obtain the following minimum insurance coverage (Required Insurance(s))
prior to the Effective Date, at its expense, and keep the Required Insurances in effect dunng
the Term (except with respect to Professional Liability Insurance, when they shall be kept in
effect for a period of the Term plus two years);
1. Workers' Compensation Insurance in compliance with statutory requirements;
2. Commercial General Liability Insurance (including contractual liability), on an
occurrence basis, with not less than $1,000,000 per occurrence for bodily injury and
property damage liability, with an annual aggregate limit of $2,000,000;
3. Professional Liability Insurance, including errors and omissions coverage, with a
per occurrence and aggregate limit of not less than $1,000,000, to protect against all loss
suffered by City of Port Angeles or third parties, including financial and consequential
loss, caused by error, omission, or negligent acts related to provision of the Services;
4. Commercial Automobile Liability Insurance, with a combined single limit, or the
equivalent of not less than $1,000,000 per occurrence, for bodily injury and property
0g 132
r
damage with respect to Consultant's vehicles, whether owned, hired, or non - owned,
assigned to, or used by Consultant in connection with the Services; and
5. Umbrella coverage in excess of the Workers' Compensation Coverage B
(Employers' Liability), Commercial General Liability.
7. Governing Law, Venue and Attorney's Fees
The laws of the State of Washington shall govern this Agreement. Exclusive venue in case legal
suit or action is instituted to enforce compliance with any terms, covenants or conditions of this
Agreement shall lie in Clallam County, Washington. Both parties agree to submit to the personal
jurisdiction of any court of competent subject matter jurisdiction in Clallam County. In the event
of legal suit or action, including any appeals there from, brought by either party against the other
to enforce any of the obligations hereunder or arising out of any dispute concerning the terms
and conditions hereby created, the losing party shall reimburse the prevailing party for its
reasonable attorney fees and costs incurred in the suit or action including investigation costs,
expert witness fees and all costs of depositions. If any part of this Agreement is found to be in
conflict with applicable laws, such parts shall be inoperative, null and void so far as it is in
conflict with said laws, but the remainder of this Agreement shall be in full force and effect.
8. Good Faith Negotiation/Mediation
Prior to filing suit or initiating arbitration on any dispute, which arises between the Parties under
or relating to this Agreement, the Parties agree to attempt to resolve the dispute through good
faith negotiation. If the dispute cannot be resolved through good faith negotiation, the Parties
agree to hire an independent, trained and mutually acceptable mediator to mediate the dispute.
The cost of the mediator will be shared equally by the Parties. The mediation shall be conducted
in Port Angeles, Washington.
A. Suspension by City of Port Angeles
City of Port Angeles may suspend, in writing, all or a portion of Consultant's services under
Attachment A in the event unforeseen circumstances make normal progress in the performance
of the Consultant's work inadvisable in the opinion of City of Port Angeles. Consultant may
request that the work be suspended by notifying City of Port Angeles, in writing, of
circumstances which are interfering with normal progress of the work. The time for completion
of the remaining work shall be extended by the number of days the work is suspended by City of
Port Angeles, unless both parties can mutually agree upon a new completion time. In the event
the period of suspension exceeds 90 days, the terms of this Agreement shall be subject to
renegotiation; provided, however, that if such renegotiation of a mutually acceptable replacement
contract has not occurred within 180 days after suspension (Renegotiation Period), then either
party may terminate this Agreement in accordance with the early termination provision hereof,
provided further, that the failure to renegotiate this Agreement within the Renegotiation Period
shall not be construed as a breach of the Agreement by either Party.
B. Suspension by Consultant
Consultant may suspend, in writing, all or any portion of its services under this Agreement, but
only if and to the extent City of Port Angeles fails to make timely payment in accordance with
the terms of this Agreement. City of Port Angeles shall have a period of sixty (60) days from
3
9. Suspension of Work
the date on which payment was due (Cure Period) within which to satisfy any arrearages in
payment. Consultant shall resume performance of any suspended services upon receipt of
payment of any arrearages from City of Port Angeles within the Cure Period.
10. Early Termination
Early Termination of Agreement Prior to Expiration of the Term
Either party shall have the right, but not the obligation, to terminate this Agreement, on sixty
(60) days written notice, in the event the other party's service or performance fails to conform to
the requirements of this Agreement. Consultant shall have the right, but not the obligation, to
terminate this Agreement, effective upon expiration of the Cure Period, in the event City of Port
Angeles fails to pay any arrearage within the Cure Period. Either Party shall have the right but
not the obligation, to terminate this Agreement in the event work is suspended under this
Agreement for a period in excess of 90 days and no renegotiation of this Agreement has occurred
within the Renegotiation Period. Any right of early termination shall be in addition to, not in
replacement of, any and all rights and remedies a party may have for breach of the Agreement by
the other Party.
11. Subcontractors
Consultant may contract with one or more qualified subcontractors (Subcontractor Agreement)
to perform a portion of the services specified in the Scope of Work; provided, however, that
Consultant shall remain solely responsible to City of Port Angeles for all performance under
this Agreement and, provided further, that City of Port Angeles shall have no responsibility for
the review or supervision of the work of any subcontractor or for any payment to any
subcontractor. All subcontractor agreements shall require the subcontractor to comply with the
invoicing, insurance, suspension of work, audit, documentation, confidentiality and return of
records obligations imposed on Consultant by this Agreement. No subcontractor shall be deemed
to be a third party beneficiary of this Agreement or to have any other rights under this
Agreement
12. Relationship of Parties
Consultant is an independent contractor, and this Agreement is not intended to form a
partnership or joint venture between the Parties. Individuals employed by Consultant are not
employees or agents of City of Port Angeles, nor are Consultant's subcontractors employees or
agents of City of Port Angeles. Each Party is solely responsible for payment of compensation
to its employees and personnel and will withhold and pay to the appropriate authorities all taxes,
contributions, and assessments imposed or required under all laws with respect to payments. The
Consultant will require these terms in all agreements with subcontractors for work undertaken
for this Agreement.
13. Confidentiality
A. Each Party agrees that all Confidential Information disclosed to it by the other Party will
remain confidential. Each Party further agrees it will not use any Confidential Information,
or permit its directors, officers, managers, employees, agents, subsidiaries, representatives,
subcontractors or affiliates to use any Confidential Information, for any purpose other than as
permitted or required for the performance of its obligations under this Agreement. Neither
Party shall disclose any Confidential Information to any third party except as expressly
authorized in this Agreement or in writing by the other Party.
4
c,
B. Disclosure of Confidential Information to a Party's directors, officers, managers, employees,
agents, subsidiaries, representatives, subcontractors, or affiliates is authorized only to the
extent such disclosure is necessary in connection with the performance of this Agreement.
Each Party will take all reasonable steps to ensure that its directors, officers, managers,
employees, agents, subsidiaries, representatives, subcontractors, or affiliates will take at least
the same steps to protect Confidential Information as that Party is required to take pursuant to
this Agreement. At the conclusion of the Term, or at such time as this Agreement is earlier
terminated, each Party will within a reasonable time return or destroy, at the other Party's
written direction, all the Confidential Information remaining in its possession or under its
control or in the possession or under control of its directors, officers, managers, employees,
agents, subsidiaries, representatives, subcontractors, or affiliates.
C. The Parties are not required to treat as "Confidential Information" any information that
(i) was known or readily ascertainable by proper means prior to its disclosure as
"Confidential Information," (ii) is or becomes available to the general public without fault or
action by a disclosing Party, (iii) is lawfully disclosed to either Party by a third party who is
under no obligation of confidentiality with respect to such information, and (iv) is required to
be disclosed by law. Should either Party intend to disclose Confidential Information on the
basis that it is required by law to do so, it shall prior to that disclosure first notify the other
Party of the intended disclosure in such a manner so as to give the other Party a reasonable
opportunity to act to prevent or limit the disclosure.
D. The proceedings and award in any arbitration held pursuant to this Agreement will be
considered Confidential Information. This Agreement itself will not be considered
Confidential Information except as to those portions, which would customarily be considered
confidential to a party, such as rates, amounts, or other proprietary business information. The
Parties will advise each other on execution of the Agreement which portions of the
Agreement that each requests be kept confidential, and those portions will be treated as
Confidential Information, except as otherwise provided by this Agreement.
E. Notwithstanding anything to the contrary contained in this Agreement, or any other express
or implied Agreement, arrangement or understanding, the parties and their respective
affiliates, employees, representatives and other agents may disclose to any and all persons
and/or entities the tax structure and any of the tax aspects of the transaction(s) contemplated
by this Agreement, which are necessary to describe or support any United States federal
income tax benefits that may result there from or any materials relating thereto, except where
confidentiality is reasonably necessary to comply with United States federal or state
securities laws. For the purposes of this provision, "tax structure" is limited to facts relevant
to the U.S. federal income tax treatment of the transaction(s) and does not include
information relating to the identity of the parties, their affiliates, agents, or advisors.
14. Return of Records
On termination of the contract, the Consultant will consult with the project manager at City of
Port Angeles about whether pertinent records should be returned. If requested, the Consultant
will deliver to City of Port Angeles all records, reports, data memoranda, notes, models or
publications whether electronic or hard -copy, equipment and supplies of any nature, and receipts
for any and all billing made to City of Port Angeles that are in possession or under control of
the Consultant, prepared or acquired in the course of the contract with City of Port Angeles.
Further, the Consultant agrees not to keep or withhold such information or data, or reproductions
of such information or data that relate to the business activities of City of Port Angeles or to
5
parties in a contract relationship with City of Port Angeles. Alternatively, if the return of
records and equipment or supplies is not requested, Consultant agrees to retain these items for
three years after the completion of this contract and to notify the City of Port Angeles project
manager at the end of that time before disposing of them. Consultant shall include a provision
substantially identical to the foregoing in all its subcontractor agreements.
15. Indemnification
The parties hereto agree to defend, indemnify and hold one another harmless from and against
any and all liability, loss, expense, attorneys' fees, or claims for injury and/or damages arising
from or in any way connected to the performance of this Agreement, but only in proportion to
and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are
caused by or result from the negligent or intentional acts or omissions of the indemnifying party,
its officers, agents or employees.
The Parties specifically agree that the provisions of this Section also apply to any claim of injury
or damage to the persons or property of the Consultant's employees. Consultant acknowledges
and agrees that, as to such claims, the Consultant, with respect to City of Port Angeles, hereby
waives any right of immunity which Consultant may have under industrial insurance (Title 51
RCW as amended and under any substitute or replacement statute). This waiver was specifically
negotiated by the Parties, is solely for the benefit of the Parties and their successors and assigns,
and is not intended as a waiver of Consultant's right of immunity under said industrial insurance
for any other purpose.
16. Rights to Intellectual Property
Consultant and City of Port Angeles shall each retain ownership of, and all right, title and
interest in and to, their respective, Pre - existing Intellectual Property, and no license therein is
granted on an implied basis as a result of the Work performed hereunder. To the extent the
Parties wish to grant to the other rights or interests in Pre - existing Intellectual Property, those
rights and interest will be expressly granted, in one or more separate license agreements. For
purposes of this section, "Pre- existing Intellectual Property" includes any invention, discovery,
work of authorship, trade secret, report, or other tangible or intangible item and all intellectual
property rights therein that Consultant or City of Port Angeles develop prior to, or separate
from this Agreement.
17. Force Majeure
Notwithstanding anything contained in this Agreement to the contrary, neither Party will be
deemed liable or to be in default for any delay or failure in performance under this Agreement
deemed to result from acts of God, acts of civil and military authority, acts of public enemy, war,
or any like cause beyond the Parties' reasonable control.
18. Severability
Should any provision of this Agreement be held by a tribunal of competent jurisdiction to be
invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.
6
19. Notices
Notices required to be made under this Agreement shall be served personally, by facsimile
transmission, by overnight courier to the address shown above, or by email, with a duplicate sent
by certified mail, return receipt requested. Notice shall be effective only upon receipt by the
party being served.
Consultant shall have the right to use City of Port Angeles's name and associated logos in
marketing materials that are distributed to retailers, manufacturers and program partners
provided that City of Port Angeles shall have to option to provide Consultant with guidelines
and may request review and approval of such documents.
21. Effective Date and Term
This Agreement, including its attachments, shall be effective immediately upon execution by
both parties.
City of Port Angeles
Signature -
(-.1 )0,0 A A. C �-r�t. /i / Kir
Name
7i 77r
Name
ti
Date Date /
7
4e4
Signat re
20. Publicity
PECI
Portland Energy Conservation, Inc. (PECI) will conduct the following tasks for City of Port
Angeles in support of a compact fluorescent (CFL) markdown promotion in connection with
Bonneville Power Administration's region -wide Change a Light, Change the World promotion,
during the effective dates October 1, 2009 — April 30, 2010.
Attachment A
Scope of Work
Program Selection
I would like to participate in (check all that apply)
r-+
r-�
Retail Markdown Program
Bulk Purchasing Program
Direct Shipment Program
Retail Markdown Program
Task 1: Setup and Kickoff
Consultant will design and produce retail Point of Purchase (POP) materials for participating
retail locations, including those in City of Port Angeles territory. Where appropriate, POP
materials will include a logo specific to City of Port Angeles.
Marketing materials will be delivered to stores. Field representatives will support participating
retail stores in City of Port Angeles territory and provide on -site merchandising and sales
associate training.
Task 2: Allocations and Estimates
Retail locations in the program identified as selling bulbs to City of Port Angeles customers will
be assigned a percentage allocation which shall represent the share of sales attributed to City of
Port Angeles customers, and consequently the share of sales paid by City of Port Angeles.
City of Port Angeles is required to review these allocations and make recommendations for
changes before sales are invoiced.
Consultant will provide an estimate of potential sales for the effective dates to City of Port
Angeles, using the determined store allocations.
Task 3: Sales Data Tracking
Program staff will receive retail sales reports from partnering manufacturers and/or retailers, and
are specific to individual retail locations.
Program staff will enter sales reports into the tracking database.
8
Task 4: Summary Report and Invoicing
City of Port Angeles will receive detailed electronic reports of sales once a month. Sales will be
broken out by retailer and by individual product. This data will also be available in a hard copy
format if requested.
Invoices for CFL sales and administrative costs per unit sold within the prior month will be sent
to City of Port Angeles monthly. Invoicing is dependent upon Consultant receiving sales data
reports from manufacturer /retailer partners in a timely manner, due on the 15 of each month.
However, City of Port Angeles will be invoiced by Consultant within 10 working days of
receipt of sales data.
Custom reporting is available upon request.
City of Port Angeles will be invoiced for markdown and administration costs per CFL sold,
according to lamp type as follows:
Lamp Type
3 -Way
A -Lamp
CFL Candelabra
1 Daylight
1 Globe
1 High Wattage
1 Outdoor
Reflector
T2 Twist
Product Mix
Max Max Total
Markdown Administation Cost
$ 2.25 $ 0.40 1 $ 2.65
$ 1.75 $ 0.40 1 $ 2.15
$ 1.75 $ 0.40 $ 2.15
$ 1.75 $ 0.40 $ 2.15
$ 1.75 $ 0.40 $ 2.15
$ 1.75 $ 0.40 $ 2.15
$ 2.25 $ 0.40 $ 2.65
$ 2.25 $ 0.40 $ 2.65
$ 1.25 $ 0.40 $ 1.65
Budget (Retail Markdown):
City of Port Angeles commits to fund (check one and fill in blank) the following, based upon
proof of sales by store at participating retailers in the attached store list:
❑ A maximum of
promotion.
g Up to $ 8,000
duration of the promotion.
❑ All promotional CFLs sold for the duration of the promotion.
Bulk Purchasing Program
Task 1: Setup and Kickoff
City of Port Angeles can request bulk purchase of qualified CFL bulbs in quantities over 200
units for delivery to specified locations.
Bulb / product selection will be decided on with a representative of the Change a Light program.
9
promotional CFLs sold for the duration of the
in total costs for promotional CFLs sold for the
Bulbs will be delivered at a location of choice within a 4 week lead time. Shipping costs will be
paid by City of Port Angeles, but may be waived for orders that meet certain dollar value
thresholds set by the program.
Consultant will design, produce and provide up to one educational pamphlet for every bulb
ordered. This pamphlet will include a logo specific to City of Port Angeles.
Marketing materials will be delivered to the utility.
Task 2: Sales Data and Invoicing
City of Port Angeles will be invoiced by Consultant for full cost of total bulbs ordered plus a
$0.40 per bulb administrative fee. All applicable sales tax will be applied
Actual cost, quantity and details of a bulk purchase will be determined at the time of request.
Program staff will receive a bulk sales report for purchased bulbs and enter sales reports into the
tracking database.
City of Port Angeles will receive detailed electronic reports of sales once a month. If they are
participating in the Retail program sales will be broken out by retailer and by bulk shipment.
This data will also be available in a hard copy format if requested.
Invoices for CFL sales and administrative costs per unit sold within the prior month will be sent
to City of Port Angeles monthly. Invoicing is dependent upon Consultant receiving sales data
reports from manufacturer /retailer partners in a timely manner, due on the 15 of each month.
However, City of Port Angeles will be invoiced by Consultant within 10 working days of
receipt of sales data.
Custom reporting is available upon request.
Direct Shipment Program
Task 1: Setup and Kickoff
City of Port Angeles can participate in a Direct Shipment option. The direct shipment option
allows City of Port Angeles to select packages of CFLS that will be delivered directly to their
customers or a location of their choosing.
Bulb / package selection will be decided on with a representative of the Change a Light program
and will include the following
• Individually packaged CFLs
• One (1) Educational Brochures per package
• Delivery to customers' homes via USPS
• Toll -free customer service line
• Replacement of damaged or failed CFLs
• Two (2) CFL recycling collection boxes (with prepaid return shipping)
per utility
Packages will be delivered to customers within a 6 week lead time.
Consultant will design, produce and provide up to one educational pamphlet for every kit
ordered. This pamphlet will include a logo specific to City of Port Angeles.
10
Task 2: Sales Data and Invoicing
City of Port Angeles will be invoiced by Consultant for full cost of kits which include an
administrative fee. All applicable sales tax will be applied.
Actual cost, quantity and details of a direct shipment will be determined at the time of request.
City of Port Angeles will receive 2 invoices for Direct Shipment program. First invoice for 50%
of total cost will be invoiced by Consultant upon implementation of program. Second invoice for
the remaining 50% will be invoiced by Consultant within 10 working days of receipt of final
shipment.
Program staff will receive a sales report for purchased bulbs and will enter sales reports into the
tracking database.
City of Port Angeles will receive detailed electronic reports of sales once a month. If they are
participating in the Retail program sales will be broken out by retailer and by direct shipped kits.
This data will also be available in a hard copy format if requested.
Custom reporting is available upon request.
Program Wind -down Period
Bulk or direct shipment orders and retail markdown will be available until 30 days prior to the
last effective day of the Agreement. This final 30 day "wind- down" period will provide time for
the parties to collect the final sales data and to distribute final invoices and reports.
Signatures
City of Port Angeles
Initial: A Ll.a Initial:
Date: `` A 0 i Date:
11
Portland Energy Conservation, Inc.
, 4/
4/ Pth 7
~
.
.'~
. , .
....
5.g~~
City of Port Angeles
EXTENSION AMENDMENT #2
(October 1 2008 - September 30, 2009)
FOR
CHANGE A LIGHT. CHANGE THE WORLD
CFL MARKDOWN PROMOTION AGREEMENT
This Agreement is made and entered into by City of Port Angeles, the Client; and Portland Energy
Conservation, Inc. ("PECI") the consultant. Effective October 1. 2008. the original agreement for
consultant services for "Change a Light, Change the World CFL Markdown Promotion" executed on
8/28/2007 is amended as follows. All other terms and conditions of the original Agreement, as amended,
shall remain in effect.
Section 2: TERM OF AGREEMENT is amended as follows:
.{
The term of this Agreement shall begin when fully executed by all parties, and shall end on September
30.2009, unless terminated earlier pursuant to the provisions hereof.
Attachment A - SCOPE OF WORK . The previous Scope of Work is deleted and replaced with the
following:
Portland Energy Conservation, Inc. (PECI) will conduct the following tasks for City of Port Angeles in
support of a compact fluorescent (CFL) markdown promotion in connection with Bonneville Power
Administration's region-wide Change a Light, Change the World promotion, during the effective dates
October 1, 2008 - September 30, 2009.
Task 1: Setup and Kickoff
. PECI will design and produce retail Point of Purchase (POP) materials for participating retail
locations, including those in City of Port Angeles territory. Where appropriate, POP materials will
include a logo specific to City of Port Angeles.
. Marketing materials will be delivered to stores. Field representatives will support participating
retail stores in City of Port Angeles territory and provide on-site merchandising and sales
associate training.
Task 2: Allocations and Estimates
· Retail locations in the program identified as selling bulbs to City of Port Angeles customers will be
assigned a percentage allocation which shall represent the share of sales attributed to City of
Port Angeles customers, and consequently the share of sales paid by City of Port Angeles.
· City of Port Angeles is required to review these allocations and make recommendations for
changes before sales are invoiced.
· PECI will provide an estimate of potential sales for the effective dates to City of Port Angeles,
using the determined store allocations.
Task 3: Sales Data Tracking
· PECI staff will receive retail sales reports from partnering manufacturers and/or retailers, and are
specific to individual retail locations.
. PECI staff will enter sales reports into the tracking database.
Task 4: Summary Report and Invoicing
. City of Port Angeles will receive detailed electronic reports of sales once a month. Sales will be
broken out by retailer and by individual product. This data will also be available in a hard copy format
if requested.
· Invoices for CFL sales and administrative costs per unit sold within the prior month will be sent to City
of Port Angeles monthly. Invoicing is dependent upon PECI receiving sales data reports from
manufacturer/retailer partners in a timely manner, due on the 15th of each month. However, City of
Port Angeles will be invoiced by PECI within 10 working days of receipt of sales data.
PECI Extension Amendment #2 (October 1,2008 - September 30,2009)
Change a Light, Change the World CFL Markdown Promotion
October 1 , 2008
,
,-
.
.
, '.
-
. Custom reporting is available upon request.
. City of Port Angeles will be invoiced for markdown and administration costs per CFL sold, according
to lamp type as follows:
Product Mix
Lamp Type Markdown Administation Total Cost
3-Way $ 2.25 $ 0.40 $ 2.65
A-Lamp $ 1.75 $ 0.40 $ 2.15
CC Candelabra $ 2.25 $ 0.40 $ 2.65
CFL Candelabra $ 1.75 $ 0.40 $ 2.15
Daylight $1.75/1.00 $ 0.40 $2.15/1.40
Dimmable Reflector $ 2.25 $ 0.40 $ 2.65
Globe $ 1.75 $ 0.40 $ 2.15
Outdoor $ 2.25 $ 0.40 $ 2.65
Reflector $2.25/1.75 $ 0.40 $2.65/2.15
T2 Twist $ 1.25 $ 0.40 $ 1.65
Task 5: Bulk Purchasing
· City of Port Angeles can request bulk purchase of qualified CFL bulbs in quantities over
200 units for delivery to specified locations.
· City of Port Angeles will be invoiced by PECI for full cost of bulbs plus a $0.40 per bulb
administrative fee.
· Actual cost, quantity and details of a bulk purchase will be determined at the time of
request.
Budget:
City of Port Angeles commits to fund the following, based upon proof of sales by store at participating
retailers in the attached store list:
All promotional CFLs sold for the duration of the promotion, not to exceed $20,000 without
written authorization from the City of Port Angeles.
The parties have executed this Agreement Extension by having their representatives sign below.
Portland Energy Conservation Inc.
:~y~ &k:>-/>/07
Signature Date
By iii. ~ i/(f!
/k'! ~/~
,
Print Name
G lell" A CurLEfl,
QL'1UW1\)(t. 17vl,",~ '^'-.D fUc..f )..
Print Name / v 17'-" 111€1
PECI Extension Amendment #2 (October 1,2008 - September 30, 2009)
Change a Light, Change the World CFL Markdown Promotion
October 1 , 2008
5.8~~
City of Port Angeles
EXTENSION AMENDMENT
FOR
CHANGE A LIGHT. CHANGE THE WORLD
CFL MARKDOWN PROMOTION AGREEMENT
This Agreement IS made and entered mto by City of Port Angeles, the Client, and Portland Energy
Conservation, Inc. ("PECI") the consultant. Effective May 31. 2008. the original agreement for consultant
services for "Change a Light, Change the World CFL Markdown Promotion" executed on 8/28/2007 is
amended as follows All other terms and conditions of the original Agreement, as amended, shall remain
in effect.
Section 2: TERM OF AGREEMENT is amended as follows:
The term of this Agreement shall begin when fully executed by all parties, and shall end on September
30.2008, unless term mated earlier pursuant to the provisions hereof.
Attachment A - SCOPE OF WORK is amended as follows:
Task 3: Summary Report and Invoicing
City of Port Angeles will be mvolced for markdown and admmlstration costs per CFL sold, accordmg to
lamp type as follows:
Reflector CFL Cold Cathode Daylight
Dimmable Globe High Heat 3-Way A-Lamps Candelabra Candelabra
Spiral Lamp Lamp Spiral (Covered Lamp Lamp Lamp
(vanity) (recessed Lamp CFL) (Candelabra (Candelabra (Spiral
cans) fixtures) fixtures) Lamp)
Markdown $2.25 $1.75 $1 75 or $2.25 $1.75 $175 $225 $1 00 or
$2.25 $1.75
Administration $040 $040 $040 $0.40 $0.40 $040 $040 $040
Total Cost $2.65 $2.15 $2.15 or $2.65 $2.15 $2.15 $2.65 $1.40 or
$2.65 '$2.15
Budget:
City of Port Angeles commits to fund (check one and fill m blank) the followmg, based upon proof of sales
by store at partlclpatmg retailers m the attached store list:
o A maximum of promotional CFLs sold.
)( ! Up to $30,000 in total cost funds for promotional CFLs sold
o All promotional CFLs sold for the duration of the promotion
The parties have executed thiS Agreement Extension by havmg their representatives sign below.
A/~~
'Print Name
City of Port Angeles
BY~tg~~!.~)/oJ-
GleNN Il- ~t/e~
Print Name
Portland Energy Conservation Inc.
By 6t ~ o/L~FJ
Signature Date
PECI Extension Agreement
Change a Light, Change the World CFL Markdown Promotion
May 1 , 2008
5. 8~~
Attachment A
Scope of Work
Portland Energy Conservation, Inc. (PECI) will conduct the following tasks for City of
Port Angeles in support of a compact fluorescent (CFL) markdown promotion in
connection with Bonneville Power Administration's region-wide Change a Light,
Change the World promotion, which runs September 15,2007 - May 31, 2008.
Task 1: Setup and Kickoff
· PECI will design and produce retail Point of Purchase (POP) materials for
participating retail locations, including those in City of Port Angeles territory. One
PO~ piece will include City of Port Angeles' logo.
. ,
· Marketing materials will be sen(directly to the stores and phone training will occur.
Field representatives will support participating retail stores in City of Port Angeles
territory and provide on-site merchandising and sales associate training, when
possible. .. '. .!
Task 2: Sales Data Tracking
· Program staff will receive retail sales reports from partnering retailer locations.
· Program staff will enter sales reports into the tracking database.
Task 3: Summary Report and Invoicing
· City of Port Angeles will receive detailed electronic reports of sales once a month.
Sales will be broken out by retailer and by individual product. This data will also be
provided in a hard copy along with the monthly invoice.
Q
· Invoices for CFL sales and administrative costs per unit sold within the prior month
will be sent to City of Port Angeles monthly. Invoicing is dependent upon PECI
receiving sales data reports from manufacturer/retailer partners in a timely manner,
due on the 15th of each month. However, City of Port Angeles will be invoiced by
PECI within 10 working days of receipt of sales data.
· City of Port Angeles will be invoiced for markdown and administration costs per
CFL sold, according to lamp type as follows:
Reflector High
Heat Certified
Spiral Lamp Globe Lamp Lamp 3-Way Spiral A-Lamps
(Winter Qnly) (vanity) (recessed cans) Lamps (Covered CFL)
Markdown $1.25 $1.75 $2.25 $2.00 $1.75
Administration $0.40 $0.40 $0.40 $0.40 $0.40
Total Cost $1.65 $2.15 $2.65 $2.40 $2.15
PECI Scope of Work
Change a Light, Change the World Specialty CFL Promotion
1
(.(:~:/
" '...",
Budget:
-
City of Port Angeles commits to fund (check one and fill in blank) the following, based
upon proof of sales by store at participating retailers in the attached store list:
A maximum of
promotional CFLs sold.
in markdown funds for promotional CFLs sold.
Up to $
./ All promotional CFLs sold for the duration of the promotion.
Portland Energy Conservation, Inc.
City of Port Angeles
iJ/~
r Signature
~J,,;'l7
;:.gi~n~lure IJ4ft!
~ 61t-
/- ....Qat
..? ~ J ,/(; tlfl-~ ~
~/),. &/0/
Date
Q
PECl Scope of Work
Change a Light, Change the W orId Specialty CFL Promotion
2
I '
e
Cl~
Change a Light, Change the World CFL Markdown Promotion Agreement
February 20, 2007
5.g~
1. Service Contract
This Agreement is made and entered into by and between City of Port Angeles, the Client, and
Portland Energy Conservation, Inc (PECI), the Consultant, listed below for specified services
provided by the Consultant to the Client. This Agreement shall remain in force only for the
duration of the period specified below, unless extended in accordance with this Agreement
(Term). All obligations incurred under this Agreement shall survive the Term until satisfied.
Project Name. Change a Light, Change the World
Contract Period February 20,2007 - June 30, 2007
Client Name City of Port Angeles
Client Representative Robert Ka;fasz
Telephone Number 360-417-4718
Add ress PO Box 1150
City, State Zip Port Angeles, WA 98362
Consultant Name Portland Ener!:w Conservation, Inc. (PECI)
Telephone Number 503.248.4636
Address 1400 SW 5th Ave. #700
City, State, Zip Portland, OreQon 97201
Taxpayer Identification Number 93-0770824
2. Term
The term of this Agreement (Term) shall commence on the January 15, 2007 and
continue in effect until June 30, 2007, unless the Parties agree in writing to extend the
Term, or unless this Agreement is earlier terminated in accordance with the Early
Termination provisions below.
3. Services
This Agreement covers the services specified in Attachment A Scope of Work, which is
hereby included and made a part of this Agreement. The Consultant agrees to perform
the services specified in Attachment A in the manner and within the time specified
therein. Except as expressly provided elsewhere in this Agreement, any and all
modifications or revisions to Attachment A (including, but not necessarily limited to,
additions, deletions and extensions) must be in writing and signed by both parties.
(
4. Billing and Payment
The Consultant shall be compensated by City of Port Angeles for the performance of
those services described in Attachment A, which is hereby included and made a part of
this Agreement.
To ensure payment within 30 days after receipt by City of Port Angeles, the invoice for
each month must be submitted to City of Port Angeles within 10 days of receipt of retail
sales data by PECI for the month prior.
Submit all invoices to:
Attn: Robert Kajfasz
City of Port Angeles
PO Box 1150
Port Angeles, WA 98362
5. Documentation
The Consultant shall maintain records documenting all fees and expenses in excess of
$5.00, incurred either by Consultant or any subcontractor of Consultant in the
performance of this Agreement. During regular business hours and upon reasonable
notice, City of Port Angeles, or its designee, shall have the right to inspect and audit all
records required to be maintained under this Agreement.
6. Insurance
The Consultant, and any subcontractor engaged by Consultant in its performance of this
Agreement, shall carry and maintain fully paid commercial general liability, automobile
liability and workers compensation insurance. All policies shall be written only by
insurers admitted to do business in Washington and having a rating of at least "A" and a
financial rating of at least ""VIII" on the most current edition of Best's Key Rating Guide
or comparable rating by another generally recognized rating agency. All policies shall
be endorsed to (a) specify City of Port Angeles as an additional insured to the full extent
of its right to indemnification under this Agreement, and (b) provide that City of Port
Angeles shall be given no less than thirty (30) days advance written notice of
cancellation or material change in coverage. Certificates of insurance shall be sent to
City of Port Angeles before work begins.
1. Consultant shall obtain the following minimum insurance coverage
("Required Insurance") prior to the Effective Date, at its expense, and keep the
Required Insurances in effect during the Term (except with respect to
Professional liability Insurance, when they shall be kept in effect for a period of
the Term plus two years):
2. Workers' Compensation Insurance in compliance with statutory
requirements;
3. Commercial General Liability Insurance (including contractual liability), on
an occurrence basis, with not less than $1,000,000 per occurrence for bodily
injury and property damage liability, with an annual aggregate limit of $2,000,000;
4. Professional Liability Insurance, including errors and omissions coverage,
with a per occurrence and aggregate limit of not less than $1,000,000, to protect
against all loss suffered by City of Port Angeles or third parties, including financial
and consequential loss, caused by error, omission, or negligent acts related to
provision of the Services;
5. Commercial Automobile Liability Insurance, with a combined single limit,
or the equivalent of not less than $1,000,000 per occurrence, for bodily injury and
2
property damage with respect to Consultant's vehicles, whether owned, hired, or
non-owned, assigned to, or used by Consultant in connection with the Services;
and
6. Umbrella coverage in excess of the Workers' Compensation Coverage B
(Employers' Liability), Commercial General Liability, and Commercial Automobile
Liability insurances specified above of not less than $5,000,000.
The Required Insurances shall be with insurance companies admitted to do business in
the state of Washington and rated "A" or better by Best's Insurance Rating. Consultant
shall furnish City of Port Angeles with certificates of insurance fo~ each of the Required
Insurances.
The Commercial General Liability, Commercial Automobile Liability, and Umbrella
Coverage shall (i) name City of Port Angeles, its directors, officers, and employees, as
additional insured, (ii) provide that it is primary insurance with respect to the interests of
City of Port Angeles and that any insurance maintained by City of Port Angeles is
excess and not contributory, (iii) include a cross-liability and severability of interest
clause, and (iv) shall include coverage for Hazardous Substances.
In the event Contractor fails to maintain, or require its subcontractors to maintain,
insurance policies in compliance with this provision, City of Port Angeles may in its
discretion either purchase such insurance coverage and charge the premium to
Contractor or treat such failure as an event of default by Contractor and terminate this
Agreement for breach of contract.
7. Governing Law, Venue and Attorney's Fees
The laws of the State of Washington shall govern this agreement. Exclusive venue in
case legal suit or action is instituted to enforce compliance with any terms, covenants,
or conditions of this agreement shall lie in Clallam County, Washington. Both parties
agree to submit to the personal jurisdiction of any court of competent subject matter
jurisdiction in Clallam County, Washington. In the event of legal suit or action, including
any appeals there from, brought by either party against the other to enforce any of the
obligations hereunder or arising out of any dispute concerning the terms and conditions
hereby created, the losing party shall reimburse the prevailing party for its reasonable
attorney fees and costs incurred in the suit or action including investigation costs, expert
witness fees and all costs of depositions. If any part of this agreement is found to be in
conflict with applicable laws, such parts shall be inoperative, null and void so far as it is
in conflict with said laws, but the remainder of this agreement shall be in full force and
effect.
8. Good Faith Negotiation/Mediation
Prior to filing suit or initiating arbitration on any dispute, which arises between the
Parties under or relating to this Agreement, the Parties agree to attempt to resolve the
dispute through good faith negotiation. If the dispute cannot be resolved through good
faith negotiation, the Parties agree to hire an independent, tramed and mutually
acceptable mediator to mediate the dispute. The cost of the mediator will be shared
equally by the Parties. The mediation shall be conducted in Port Angeles, Washington.
3
9. Suspension of Work
Suspension by City of Port Angeles
City of Port Angeles may suspend, in writing, all or a portion of Consultant's services
under Attachment A in the event unforeseen circumstances make normal progress in
the performance of the Consultant's work Inadvisable in the opinion of City of Port
Angeles. Consultant may request that the work be suspended by notifying City of Port
Angeles, in writing, of circumstances which are Interfering with normal progress of the
work. The time for completion of the remaining work shall be extended by the number
of days the work is suspended by City of Port Angeles, unless both parties can mutually
agree upon a new completion time. In the event the period of suspension exceeds 90
days, the terms of this Agreement shall be subject to renegotiation; provided, however,
that if such renegotiation of a mutually acceptable replacement contract has not
occurred within 180 days after suspension (Renegotiation Period), then either party may
terminate this Agreement in accordance with the early termination provision hereof,
provided further, that the failure to renegotiate this Agreement within the Renegotiation
Period shall not be construed as a breach of the Agreement by either Party.
Suspension by Contractor
Contractor may suspend, in writing, all or any portion of its services under this
Agreement, but only if and to the extent City of Port Angeles fails to make timely
payment in accordance with the terms of this Agreement. City of Port Angeles shall
have a period of sixty (60) days from the date on which payment was due (Cure Period)
within which to satisfy any arrearages in payment. Contractor shall resume
performance of any suspended services upon receipt of payment of any arrearages
from City of Port Angeles within the Cure Period.
10. Early Termination
Early Termination of Agreement Prior to Expiration of the Term
Either party shall have the right, but not the obligation, to terminate this Agreement, on
sixty (60) days written notice, in the event the other party's service or performance fails
to conform to the requirements of this Agreement. Contractor shall have the right, but
not the obligation, to terminate this Agreement, effective upon expiration of the Cure
Period, in the event City of Port Angeles fails to pay any arrearage within the Cure
Period. Either Party shall have the right but not the obligation, to terminate this
Agreement in the event work is suspended under this Agreement for a period in excess
of 90 days and no renegotiation of this Agreement has occurred within the
Renegotiation Period. Any right of early termination shall be in addition to, not in
replacement of, any and all rights and remedies a party may have for breach of the
Agreement by the other Party.
11. Subcontractors
Consultant may contract with one or more qualified subcontractors (Subcontractor
Agreement) to perform a portion of the services specified in the Scope of Work;
provided, however, that Contractor shall remain solely responsible to City of Port
Angeles for all performance under this Agreement and, provided further, that City of
4
Port Angeles shall have no responsibility for the review or supervision of the work of any
subcontractor or for any payment to any subcontractor. All subcontractor agreements
shall require the subcontractor to comply with the invoicing, insurance, suspension of
work, audit, documentation, confidentiality and return of records obligations imposed on
Contractor by this Agreement. No subcontractor shall be deemed to be a third party
beneficiary of this Agreement or to have any other rights under this Agreement
12. Relationship of Parties
Consultant is an independent contractor, and this Agreement is not intended to form a
partnership or joint venture between the Parties. Individuals employed by Consultant
are not employees or agents of City of Port Angeles, nor are Consultant's
subcontractors employees or agents of City of Port Angeles. Each Party is solely
responsible for payment of compensation to its employees and personnel and will
withhold and pay to the appropriate authorities all taxes, contributions, and
assessments imposed or required under all laws with respect to payments. The
Consultant will require these terms in all agreements with subcontractors for work
undertaken for this Agreement.
13. Return of Records
On termination of the contract, the Consultant will consult with the project manager at
City of Port Angeles about whether pertinent records should be returned. If requested,
the Consultant will deliver to City of Port Angeles all records, reports, data memoranda,
notes, models or publications whether electronic or hard-copy, equipment and supplies
of any nature, and receipts for any and all billing made to City of Port Angeles that are in
possession or under control of the Consultant, prepared or acquired in the course of the
contract with City of Port Angeles. Further, the Consultant agrees not to keep or
withhold such information or data, or reproductions of such information or data that
relate to the business activities of City of Port Angeles or to parties in a contract
relationship with City of Port Angeles. Alternatively, if the return of records and
equipment or supplies is not requested, Consultant agrees to retain these items for
three years after the completion of this contract and to notify the City of Port Angeles
project manager at the end of that time before disposing of them. Consultant shall
include a provision substantially identical to the foregoing in all its Subcontractor
Agreements.
14. Indemnification
The Consultant will indemnify, hold harmless, and defend City of Port Angeles and, its
officers, employees, agents, representatives, and affiliates (each an Indemnified Party)
against any and all losses, liabilities, damages, claims, suits, proceedings, judgments,
assessments, costs, and expenses (including interest and penalties), and including
reasonable attorney fees and expenses, incurred by City of Port Angeles and arising
from (i) negligent or wrongful acts or omissions of the Consultant or of its officers,
employees, agents, representatives, or subcontractors, affiliates, (ii) breach by the
Consultant or of its officers, employees, agents, representatives, subcontractors, or
affiliates of this Agreement, or (iii) any finding, judgment or other determination or
settlement whereby the Consultant is deemed or considered to be the employer of the
other Party. .
5
I .
I
The Parties specifically agree that the provisions of this Section also apply to any claim
of injury or damage to the persons or property of the Consultant's employees.
Consultant acknowledges and agrees that, as to such claims, the Consultant, with
respect to City of Port Angeles, hereby waives any right of immunity which Consultant
may have under industrial insurance (Title 51 RCW as amended and under any
substitute or replacement statute). This waiver was specifically negotiated by the
Parties, is solely for the benefit of the Parties and their successors and assigns, and is
not intended as a waiver of Consultant's right of immunity under said industrial
insurance for any other purpose.
15. Force Majeure
Notwithstanding anything contained in this Agreement to the contrary, neither Party will
be deemed liable or to be in default for any delay or failure in performance under this
Agreement deemed to result from acts of God, acts of civil and military authority, acts of
public enemy, war, or any like cause beyond the Parties' reasonable control.
16. Severability
Should any provision of this Agreement be held by a tribunal of competent jurisdiction to
be invalid or unenforceable, the remainder of the Agreement will remain in full force and
effect.
17. Notices
Notices required to be made under this Agreement shall be served personally, by
facsimile transmission, by overnight courier to the address shown above, or by email,
with a duplicate sent by certified mail, return receipt requested. Notice shall be effective
only upon receipt by the party being served.
18. Effective Date and Term
This Agreement, including its attachments, shall be effective immediately upon
execution by both parties.
City of Port Angeles
Si~~
G LE:Nt-J A. Cv-rl.-a
Name I 1
'2.- ~ v 107
PECI
Date
fit ~~
~Ig"fel \v/e #a-
Name;l.A' ~ / tl ?
Date (
6
Attachment A
Scope of Work
Portland Energy Conservation, Inc. (PECI) will conduct the following tasks for City of
Port Angeles in support of a compact fluorescent (CFL) markdown promotion in
connection with Bonneville Power Administration's region-wide Change a Light,
Change the World promotion, February 15,2007 - May 31, 2007.
Task 1: Setup and Kickoff
· PECI will design and produce retail Point of Purchase (POP) materials for
participating retail locations, including those in City of Port Angeles territory. One
POP piece will include City of Port Angeles's logo.
· Marketing materials will be sent directly to the stores and phone training will occur.
Field representatives will support participating retail stores in City of Port Angeles
territory and provide on-site merchandising and sales associate training, when
possible.
Task 2: Sales Data Tracking
· Program staff will receive retail sales reports from partnering retailer locations.
· Program staff will enter sales reports into the tracking database.
Task 3: Summary Report and Invoicing
· City of Port Angeles will receive detailed electronic reports of sales once a month.
Sales will be broken out by retailer and by individual product. This data will also be
provided in a hard copy along with the monthly invoice.
· Invoices for CFL sales and administrative costs per unit sold within the prior month
will be sent to City of Port Angeles monthly. Invoicing is dependent upon PECI
receiving sales data reports from manufacturer/retailer partners in a timely manner,
due on the 15th of each month. However, City of Port Angeles will be invoiced by
PECI within 10 working days of receipt of sales data.
· City of Port Angeles will be invoiced for markdown and administration costs per CFL
sold, according to lamp type as follows:
.
Reflector High Heat
Globe Lamp Certified Lamp
Spiral Lamp (vanity) (recessed cans)
Markdown $1 25 $1.75 $2.25
Administration $0.25 $025 $0.25
Total Cost $1.50 $2.00 $2.50
PECI - Attachment A
- 1 -
. .
Budget:
City of Port Angeles commits to fund (check one and fill in blank) the following, based
upon proof of sales by store at participating retailers in the attached store list:
[8] All promotional CFLs sold for the duration of the promotion.
Portland Energy Conservation, Inc.
City of Port Angeles
Initial:
~~
Initial:
~kL
Date:
I/~f /t??
(
Date:
1-/ ~~!07
PECI - Attachment A
- 2 -