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HomeMy WebLinkAbout000893 Original Contract City of Port Angeles Record #000893 Cw.*o L E A R le s u I to MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this"Agreement") dated effective April 1, 2015 (the"Effective Date"), is between CLEAResult Consulting Inc., a Texas corporation and/or an affiliate thereof ("CLEAResult"), and City of Port Angeles, Washington ("Utility"). BACKGROUND A. CLEAResult helps utilities, businesses and individuals make the wise use of energy a way of life. B. Utility provides electric service to its customers. C. Utility and CLEAResult contemplate that CLEAResult will provide its services (the "Services") to Utility under one or more Statements of Work (as defined below) in the format attached to this Agreement and incorporated as Exhibit A. The purpose of this Agreement is to set forth the terms and conditions that will govern each of those Statements of Work. AGREEMENT The parties incorporate into this Agreement the above Background provisions and agree as follows: 1. Scope. a. This Agreement sets forth the terms that apply to each Statement of Work ("SOW") issued to CLEAResult for Services. Each SOW is subject to the terms and conditions of this Agreement. In the event of any conflict or inconsistency between the terms or conditions of this Agreement and any provision in an SOW, this Agreement shall control unless such term or condition is explicitly superseded in the applicable SOW. CLEAResult will not become obligated in any way to Utility until Utility places an SOW with CLEAResult and CLEAResult accepts that SOW. b. The parties may add additional SOWs to be governed by the terms and conditions of this Agreement at any time by mutually executing an SOW. Each additional SOW will be numbered sequentially (i.e., SOW No. 1, SOW No. 2, and so on) and be substantially in the same format set forth in Exhibit A. 2. Term and Termination. a. The term of this Agreement ("Term") is from the Effective Date and remains in effect until terminated pursuant to this Section 2. b. Either party may terminate this Agreement by providing forty-five (45) day notice, with or without cause, at any time before its expiration following written notice of deficiency to the other party. If for cause, the defaulting party shall have thirty(30) days to cure the deficiency. c. CLEAResult shall be entitled to receive accrued but unpaid compensation and reimbursement as of the date of termination for authorized services actually and properly performed as of the termination date as well as services committed to by CLEAResult prior to termination. d. The provisions of Sections 2 and 4 through 9 shall survive termination of this Agreement. 3. Payment. Utility agrees to compensate CLEAResult (in United States currency) as described in the applicable SOW. If not otherwise specified in the SOW, CLEAResult shall invoice Utility, and Utility shall make payment to CLEAResult within thirty (30) days of receipt of that invoice. 4. Independent Contractor Relationship. This Agreement shall not create the relationship of employer and ©2015 CLEAResult.All rights reserved. Page 1 of 7 We change the way people use energy' (Rev. 1/14/2015) employee, a partnership, or a joint venture. Each party shall be solely liable for the wages, fringe benefits, payroll taxes, work schedules and work conditions of any assistants, partners or employees that that party may engage. CLEAResult may contract with one or more qualified subcontractors to perform a portion of the work specified in any applicable SOW. 5. Conflicts of Interest: Nonsolicitation. a. During the Term of this Agreement, CLEAResult is free (subject to Section 5(c)) to perform services for other businesses or persons so long as such other work does not interfere with CLEAResult's ability to perform the Services or the actual performance of the Services. b. The parties agree that during the Term of this Agreement and for a period of one (1) year thereafter (the "Restriction Period"), neither party nor any of its officers, directors, owners, employees, or agents will, without the consent of the other party (which may be withheld or conditioned in the other party's absolute discretion), solicit any employee of the other party to become an employee or independent contractor of any other person or entity, or hire as an employee or engage as an independent contractor any person who was an employee of the other party at any time during the Restriction Period. c. The parties acknowledge and agree that each restriction contained in this Section 5 (each, a "Restriction") is reasonable in scope and time and that the Restrictions afford a fair protection to the interests of the other party. 6. Intellectual Property. a. Both parties shall retain all rights to any pre-existing intellectual property. Each party grants to the other party a nonexclusive, worldwide, royalty-free license (with rights to sublicense to others) in such pre-existing intellectual property to translate, reproduce, distribute, and prepare derivative works, to publicly perform and to publicly display all any pre-existing intellectual property that is provided to the other party for the purpose of meeting its obligations under this Agreement for the Term of this Agreement. b. If CLEAResult is required to create any invention, discovery, work of authorship, trade secret, report, or other tangible or intangible item for delivery to Utility as a part of the Services ("Work Product"), all such Work Product created under this Agreement shall be the exclusive property of Utility. Utility and CLEAResult agree that such original works of authorship are "works made for hire" of which Utility is the author within the meaning of the United States Copyright Act. 7. Confidentiality. a. Neither party will use any Confidential Information of the other party for any purpose other than as needed to perform its obligations under this Agreement. Each party will hold all Confidential Information of the other party in strict confidence and will not disclose any Confidential Information to any person other than to its employees and independent contractors who: (i) have a"need to know;" (ii) have been advised of the confidential and proprietary nature of the Confidential Information; and (iii) have signed a written agreement that is as protective of the Confidential Information as that set forth in this Section; except as compelled by court order or otherwise required by law. If either party is required by law to disclose Confidential Information, that party will immediately notify the other party and cooperate with the other party to obtain a protective order or other appropriate remedy to maintain the confidentiality of the information. b. The term "Confidential Information" means all information and materials relating to either party's business, in whatever form or medium, disclosed to or received by the other party, whether visually, by perception, orally or in writing, whether disclosed before or after the Effective Date, and whether or not specifically marked or otherwise identified as "Confidential" or"Proprietary," including all summaries and notes prepared by or on behalf of either party, except that "Confidential Information" does not include any information that the receiving party demonstrates: (i) has become generally available to the public without breach of this Agreement; (ii) was later received by that party from another person who did not violate any duty of confidentiality; or (iii) was developed by that party without use of any Confidential Information by persons who were not exposed to the Confidential Information. CLEAResult ©2015 CLEAResult.All rights reserved. Page 2 of 7 8. Indemnity; Limitation on Damages. To the fullest extent permitted by law, the parties shall indemnify, defend, reimburse, and hold harmless each other and their successors, respective directors, officers, members, employees, representatives, and agents from, for, and against any and all allegations, claims, liens, liabilities, losses, demands, damages, expenses, suits, actions, proceedings,judgments, and costs of any kind whatsoever, whether actual or merely alleged and whether directly incurred or from a third party, including, without limitation, settlement costs, court costs, and attorneys' and expert witness fees and expenses, arising out of, or relating to: (a) negligence or willful misconduct by the indemnifying party or any of its officers, employees, agents, representatives, subcontractors, or affiliates; or (b) breach of this Agreement by the indemnifying party or any of its officers, employees, agents, representatives, subcontractors, or affiliates. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT. LIABILITY OF CLEARESULT UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT CLEARESULT RECEIVES IN EXCHANGE FOR SERVICES AND REIMBURSABLE EXPENSES UNDER THIS AGREEMENT. LIABILITY OF UTILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT UTILITY IS OBLIGATED TO PAY IN EXCHANGE FOR SERVICES AND REIMBURSABLE EXPENSES UNDER THIS AGREEMENT. 9. Miscellaneous. a. Applicable Law; Arbitration; Remedies. i. This Agreement shall be governed by and construed under the laws of the State of Washington, without regard to conflict of law rules. ii. Exclusive venue in case of 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, for the purposes set forth in this subsection, of any court of competent subject matter jurisdiction in Clallam County, Washington. iii. Prior to filing suit or initiating arbitration on an dispute, which arises between the Parties under or related to this agreement, the Parties agree to attempt to resolve the dispute though 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 shall be shared equally by the Parties. iv. Utility acknowledges that in the event of a breach of Sections 2 or 4 through 8, the damage to CLEAResult would be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Thus, in addition to any other right or remedy available to it, CLEAResult shall be entitled to an injunction restraining such breach or threatened breach and to specific performance of any provision of Sections 2 or 4 through 8, and in any case no bond or other security shall be required. b. Attorney's Fees. In the event an action is brought to enforce any provision of or declare a breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal costs including attorney fees the prevailing party incurs, including, but not limited to, those related to or arising from any appeal. c. Notices. Except as otherwise provided in the Agreement, all notices or other communications under this Agreement must be in writing and delivered to the addresses below the signatures to this Agreement. Notices will be deemed accepted three (3) business days after the date of mailing. Addresses may be changed by notice given by such party to the other pursuant to this section or by other form of notice agreed to by the parties. d. Assignment. Neither party shall assign this Agreement, except to an affiliate, without the prior written permission by the other party. e. Entire Agreement; Counterparts. This Agreement, including the Background sections and any exhibits, schedules or attachments (all of which are incorporated into this Agreement by this reference), contains the entire agreement of the parties regarding the subject matter described in this Agreement, and all other promises, representations, understandings, arrangements and prior agreements related thereto are merged in this CLEAResult ©2015 CLEAResult.All rights reserved. Page 3of7 Agreement and superseded by this Agreement. The provisions of this Agreement may not be amended, except by an agreement in writing signed by the party against whom enforcement of any amendment is sought. This Agreement may be executed in two (2) or more counterparts, all of which will constitute but one and the same instrument. f. Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions in this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to effectuate the purpose and intent of this Agreement. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. g. Waiver of Breach. The failure of either party to enforce strict performance by the other of any provision of this Agreement, or to exercise any right available to the party under this Agreement, shall not be construed as a waiver of such party's right to enforce strict performance in the same or any other instance. h. Opportunity for Counsel Review. The parties expressly acknowledge that each has read the terms of this Agreement and that each party has had the opportunity to discuss the terms of this Agreement with independent legal counsel. i. Force Maieure. Neither party will be liable for a delay in performing its obligations under this Agreement to the extent that delay is caused by insurrection, war, riot, explosion, nuclear incident, fire, flood, earthquake, or other catastrophic event beyond the reasonable control of the affected party, provided the affected party immediately notifies the other party and takes reasonable and expedient action to resume operations. j. No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights or liabilities upon any person that is not a party to this Agreement, except as expressly provided in this Agreement. The parties to this Agreement have executed this Agreement as of the Effective Date. CLEAResult Utility CLEAResult Consulting Inc. City of Port Angeles By: By: Name: Brian Simmons Name: Dan McKeen Title: Vice President Title: City Manager Notice Address: Notice Address: Attn: Legal Department Gregg King 100 SW Main St, Suite 1500 321 E 5th Street Portland, OR 97204 Port Angeles, WA, 98362 Email: legal clearesult.com E-mail: Gking @cityofpa.us Phone: 503-248-4636 Phone: 360-417-4710 EIN: CLEAResult ©2015 CLEAResult.All rights reserved. Page 4 of 7 Agreement and superseded by this Agreement. The provisions of this Agreement may not be amended, except by an agreement in writing signed by the party against whom enforcement of any amendment is sought. This Agreement may be executed in two (2) or more counterparts, all of which will constitute but one and the same instrument. f. Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions in this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to effectuate the purpose and intent of this Agreement. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. g. Waiver of Breach. The failure of either party to enforce strict performance by the other of any provision of this Agreement, or to exercise any right available to the party under this Agreement, shall not be construed as a waiver of such party's right to enforce strict performance in the same or any other instance. h. Opportunity for Counsel Review. The parties expressly acknowledge that each has read the terms of this Agreement and that each party has had the opportunity to discuss the terms of this Agreement with independent legal counsel. i. Force Majeure. Neither party will be liable for a delay in performing its obligations under this Agreement to the extent that delay is caused by insurrection, war, riot, explosion, nuclear incident, fire, flood, earthquake, or other catastrophic event beyond the reasonable control of the affected party, provided the affected party immediately notifies the other party and takes reasonable and expedient action to resume operations. j. No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights or liabilities upon any person that is not a party to this Agreement, except as expressly provided in this Agreement. The parties to this Agreement have executed this Agreement as of the Effective Date. CLEAResult Utility CLEAResult Consulting Inc. City of Port Angeles By: — By: Name: Brian Simmons Name: Dan McKeen Title: Vice President Title: City Manager Notice Address: Notice Address: Attn: Legal Department Gregg King 100 SW Main St, Suite 1500 321 E 5th Street Portland, OR 97204 Port Angeles, WA, 98362 Email: Iegal(o1clearesult.com E-mail: Gking @cityofpa.us Phone: 503-248-4636 Phone: 360-417-4710 EIN: CLEAResult ©Page 4 of 7 2015 CLEAResult.All rights reserved. G EXHIBIT A STATEMENT OF WORK NO. 1 UNDER MASTER SERVICES AGREEMENT 1, General Scope. As required in the Master Services Agreement (the "Agreement"), this SOW defines the Services. The parties intend for CLEAResult to perform retail products promotion services. These Services are provided as part of the Bonneville Power Administration (BPA) Simple Steps, Smart Savings retail promotion. 2. Budget. a. Billing Rates and Payment Methodology. This agreement is based upon retail sales activity and the acquisition of annual kWh savings, as detailed in the Deemed Measure List published by Bonneville Power Administration (BPA). The table below defines eligible measures, rates per kWh/yr, and annual Generator Busbar savings active April 1, 2015. CLEAResult will invoice Utility monthly based on achieved kWh savings through retail sales activity. Product Annual Savings Generator Category i Measure Rate per kWh/yr Busbar(kWh/yr) CFL Bulb II CFL-General Purpose and Dimmable-1440-2600 lumens $ 0.12 15.00 p -- ....................................................................................................._.._......._.................._............................._.._....._.,._.._.__ -...-_.__...,..._......_....v..._....._.__...---._...._.__._.............._..._,............_..__......_._.........._...__._.._.__..-.._._._.__._... I CFL Bulb II CFL-General Purpose and Dimmable-250-664 lumens $ 0.12 8.00 s r---__..._.._._.__._._._..._.__J._._....._...._...._...._..._..._.......__....._...._.............................__...................._..................._............._........_...._...._.._........._-.....--.___...-____..__....._........_............._....---- _._...._,_................._........._.._................................_..-...... - i CFL Bulb CFL General Purpose and Dimmable 665 1439 lumens i $ -0.12 - 8.00 I CFL Bulb CFL-Decorative and Mini-Base-1440-2600 lumens 0.12 22.00 ................_..._.......,...............-_....._....................................._............................................................................................................_..............._.�._......._.__......_....---- -- ---._.-....._.._._.......................-...._-..............._..._... ....._._...__�_: i CFL Bulb I CFL-Decorative and Mini-Base-250-664 lumens $ 0.12 10.00 I ------- I _...... ...................._....................._._........_................................._....._...........__.._._..__............-.....__......_.._.................-........._...._._.......-_.....-- _.__..__.._..._.....................__.._._.-......__.._.............._._.___ I CFL Bulb CFL-Decorative and Mini-Base-665-1439 lumens $ 0.12 17.00 1 .._._........._.._J..........__........_..............._...._.........._..........................................................................._.............................................._........._...................................t.........._..............._......_....._..._ _._... CFL Bulb i CFL-Globe-1440-2600 lumens $ 0.12 16.00 :__....___.._..........__............_..._.._.y............_..................................................................._.......................................................,............................................._.............................._....._.._...._r°_......_............_.............._.._._...------_.-.._.._.....'_.__.--..............................._..._.__...._._.....-------------- CFL Bulb ; CFL-Globe-250-664 lumens $ 0.12 6.00 ---__--_----._.._.................................._........._......__.........................._............................ CFL Bulb i CFL- 665 1439 lumens ....................................................................................._._......._._........_.._.....-!.._......._..._..._.........__.._......_...._..--- --._..__... 8.00 !: .....................................I $ 0.12 CFL Bulb CFL-Reflectors and Outdoor-1440-2600 lumens $ 0.12 50.00 r._._._..__..._...._.-.__.._..._...._....._.............. ......................................................................................................................-.................-......................._.........................._......_..........._......._......_._....__..__...__..._._..._...-.._........._w__._...._._......... --_.__._._....._..._.----------------i CFL Bulb CFL Reflectors and Outdoor-250-664 lumens $ 0.12 12.00 ... .... __..............._............._.................................................................................................................................................._........__.......__................._......._......_...... ---... ------......-r_._....._....._.........._._.__._....._.........._.....__._.....-.--- I CFL Bulb CFL-Reflectors and Outdoor-665-1439 lumens j $ 0.12 20.00 }._----.._...----._._._._._._..._._...................................................................................._....................._..........................._.........................._........_...__................_._....-_-.._._.................I......._..-....._-- -- _ _....;_._......._........._...._._.._._._._.._..._.._.._..__.._.... ---- CFL Bulb -- CFL Th ree W ay:1440-2600 l u m e n s 1 -----...1... _ . ..._ ..............................................................._......._.....__.._. _ _..._.._....._.....__._._....__....._...._-__...._�CFLBuIb- 36_00 1 CFL Three-Way-250 664 lumens $ 0.12 6.00 1 .__- '_---.._...._._y ... .......... _ Y _.._.. $-..._ 14.00 1 --__-_._.,_ .__.._.._..______.__ J I CFL Bulb CFL Three-Way 665 1439 lumens 0.12 � LED Bulb L-ED Decorative and Mini Base 1440 26001umens 0.12 , 31.00 ` --.-.....--°- _... ._ ...... -- - - .._..-- ._ --. .. ..-- LED Bulb I LED-Decorative and Mini-Base-250-664 lumens $ 0.12 14.00 ! - _._._._....._..+............__......_.......... ....._.................._............._.............,..._.....__............................._...................._..................._....................__...._._......._..._...................-.._.. _ -------.._._.. .. ._..._._._._...._._._._.__.._._._._..-----------------. LED Bulb LED-Decorative and Mini-Base-665-1439 lumens i $ 0.12 ! 10.00 .........................._._._..__._....._..........._.........................._........................................,..........._.........................._.............__.-"..___......._... _..._._._._.........__..__._.._.-__.._._-__...._..__._._........_._....._._._._._...._._._.-'-.......-_.._-- LED Bulb I LED-General Purpose and Dimmable-1440-2600 lumens j $ 0.1Z j 24.00J �-- --- ------.._.1._._.._..................._...._.._.._...._.._......_..._._._.....__........._...._.........__........................_............_...._._._._...._ __.__......._..._._._.__..._ ---------_..-----..__._._..__.-._...__.......-_._._.... ..__._...._._._.__...._.._. LED Bulb LED-General Purpose and Dimmable-250-664 lumens $ 0.12 11.00 r- _._._.._....--.........�........................................................................................._........................................................._.........-................_........_..._.........._._...--_.....F.-...._._..._......__....._.... _ __ _._.._.._._._._._.._._._..__._.................. -------- -- LED Bulb i LED-General Purpose and Dimmable-665-1439 lumens $ 0.12 12.00 _ ..__.._._.._..__..__..._..............................._.............................._.............................................................__......................,......................................._......................_..__................._._.._.......__._....---------._..._.........___--_----._.-._.................._--... ........... LED Bulb 1 LED-Globe-1440-2600 lumens j $ 0.12 23..-00._j ! LED Bulb LED-Globe-250-664 lumens $ 0.12 9.00 ---- ._.._..__..._.._...._..._.._..........................................................................................._.................._............_..........................._....................._.................._....._........._............_:._......_.._................_....__._...----- _._._._..__.__._.._.__.._.....----..__..._.. ................__-...... . j LED Bulb LED-Globe-665-1439 lumens $ 0.12 13.00 ......................................_.....................................-............................._............................,.........................-......................_...._............_.................._,_.._.................--------------- _..__..__._.._-.._._.._-.._.__....._.__._.._._... ---- - LED Bulb I LED-Reflectors and Outdoor-1440-2600 lumens $ 0.12 66.00 __. __.._._.- .. .... .. ............ .._ ... . ....... ........._......_..........................................._..._........__........_......._._..._....._._..._...._....._._...._._._._..-------.._.. . ._..._...._._.._....._.....__._...._....--._.-_-_- -- LED Bulb LED-Reflectors and Outdoor-250-664 lumens $ 0 12 17.00 j 1...__. _._...._.�..._... ._........... .... .........................................._................._......._..... _.............-------.- .-__-_....._..._._._.. --------- ................... LED Bulb LED-Reflectors and Outdoor-665-1439 lumens $ 0.12 30.00 j -----...--..._.._._._...._..N......._...-................_.... ._._....._...._................._............._................................._......_.....................................__......_............_.._..._._....,.__......._...__.._..--------------_.._._...._.._._._................_........ ._..._._...._._..._..._._.__� LED Bulb j LED Three Way-1440-2600 lumens - ; $ 0.12 66.00 LED Bulb LED Three-Way 250 664 lumens $ 0.12 ' 17.00 i -----....__..._._...._ Y-: ...__ .. -__ _ -_.._.._..- _ LED Bulb .._.._..._.jf_..LED_Three-Way'.665..-._1439lumens..................._...................................._...._.....__.... .$_...------....._ 0.12 - 30.00 Showerhead Showerhead 2.0 GPM $ 0.12 88.00 - - ._._. ...... _._ii _ Showerhead I Showerhead 1 6 1 75 GPM $ 0.12 132.00 ._._. ............... . .......f _.__.... ......._... .... ........ ...... ... ........................... . _.... .. ...-"--------.......__._...___.____-_. ..........................................__.. Showerhead Showerhead 1.5 GPM $ 0.12 171.00 ........._........._....._.._._......._............_.............._._......._....................................__.............................................................._..............._......__.....__.,..........._._._.._......_._....-------._._.__...._._._._._._._._._._._._._._._.._..._._._._._.__..._._._.._...._. CFL Fixture CFL Fixture $ 0.12 106.00 LED Fixture LED Fixture $ 0.12 24.00 b. Payment. CLEAResult will email Utility a monthly itemized invoice. Invoice will include kWh/yr at Generator Busbar savings achieved and quantity of sales by SKU, manufacturer, retailer location, BPA measure and activity period. Payment on invoice is due 30 days after the date of the invoice and shall be sent to: CLEAResult ©2015 CLEAResult.All rights reserved. Page 5 of 7 i CLEAResult Consulting, Inc. Attention:Accounts Payable 625 SW Broadway, Suite 300 Portland, OR 97205 Utility commits to payment of rates as outlined in the table above, on eligible promotional products meeting BPA measure requirements. For eligible promotional products, Utility commits to (please select one funding option below): ❑ Fund all units sold for the duration of this agreement ❑ Funding of$ iQ c. Store List and Forecast. Store locations active in the promotion and forecasted sales by eligible measure are detailed in Attachment A. 3. Tasks. The retail products promotion will increase sales of ENERGY STAR°CFL bulbs, ENERGY STAR° LED bulbs, ENERGY STAR" indoor hard-wired CFL light fixtures, ENERGY STAR° recessed retro-fit LED light fixtures, and energy-saving showerheads in the marketplace. This goal will be accomplished through cooperative marketing activities, special promotions, premium placement buys, and products discounts. Incentives will be paid to retailer and manufacturer partners according to the table below: Product Category ! Incentive Per Unit i CFL Bulb 1 $0.25-$3.00 .._..._....__._._......._._._..----_._._._._.___t LED Bulb i $1.00-$6.00 I Showerhead--- 1 $5.00-$12.00 ---- - ._.........._..........._..__....___..... _._...__..... I CFL Fixture $5.00-$12.00 ---Fixture $1.00-$3.00 a. Market Engagement. CLEAResult will partner with market actors to deliver special promotions and cooperative marketing. Including but not limited to: premium in-store placement buys, end- cap and wing-stack production, online promotions, and advertisements. Our team will implement store and product management protocols to ensure activities achieve the greatest savings and limit Non-Claimable savings sales absorbed by the program delivery cost. b. Administrative Support. Services shall include development, delivery and facilitation of projected unit movement of identified SKUs at approved retail locations. CLEAResult staff will collect retail sales reports from partnering retailer locations and monitor sales reports in a proprietary tracking and reporting data system. c. Marketing Services. CLEAResult will design and produce retail Point of Purchase (POP) materials for participating stores and provide marketing support for special promotions and cooperative marketing activities. CLEAResult will collaborate with utilities on branding needs and requirements, and will provide a platform for utilities to participate in promotional activities, convey branding needs, and coordinate their own marketing plans. CLEAResult will provide an annual promotions and marketing calendar to increase awareness and track regional and local promotions. CLEAResult will maintain a consumer-facing program website and a partner website. d. Field Services. CLEAResult field representatives will provide marketing materials to participating stores, on-site merchandising, sales-associate training and event staffing. CLEAResult will conduct regular store visits to ensure promotional activities are executed, shelves are stocked and in-store marketing materials are available. e. Reporting. CLEAResult will provide monthly electronic reports of product sales. Sales will be reported by kWh, SKU, manufacturer, retailer location, BPA measure and activity period. CLEAResult will provide monthly updates of progress towards annual sales/savings goals and a summary of key activities and promotions. Attachment A details a list of participating store locations and annual sales forecast. 4. Time of Performance for the Services. CLEAResult ©2015 CLEAResult.All rights reserved. Page 6 of 7 Commencement Date: April 21, 2015 Completion Date: January 31, 2016 5. Change Procedure. The Agreement, including any exhibits, schedules or attachments including this SOW, contains the entire agreement of the parties regarding the subject matter described in it. In the event of any conflict between the terms and conditions of the Agreement and this SOW, the applicable term or condition of the Agreement supersedes the conflicting term or condition in this SOW, unless the parties clearly express in writing that the SOW includes a change to the Agreement. The provisions of this SOW may not be amended, except by an agreement in writing signed by the party against whom enforcement of any amendment is sought. This SOW may be executed in two (2) or more counterparts, all of which will constitute but one and the same instrument. CLEAResult ©2015 CLEAResult.All rights reserved. Page 7 of 7 It CLEARe.sL111ipa STATEMENT OF WORK NO. 2 UNDER MASTER SERVICES AGREEMENT 1. Master Agreement, THIS STATEMENT OF WORK(this "SOW") is entered into as of January 1, 2018(the "Effective Date")between CLEAResult Consulting Inc. ("CLEAResult")and City of Port Angeles,Washington(the "Utility")pursuant to the terms and conditions of that certain Master Services Agreement between the parties,dated April 1, 2015(the"Agreement"). Capitalized terms not defined in this SOW are as defined in the Agreement. 2, Background and General Scope.As required in the Agreement,this SOW defines the Services. The parties intend for CLEAResult to provide services to commercial customers of Utility ("Customers") to reduce operating costs with energy-efficient upgrades and retrofits ("Projects"). The term of this SOW is from January 1, 2018, through December 31, 2018. 1 Budge . a. Payments for Implementation Costs, CLEAResult shall invoice the Utility on the 10th of each month for gross busbar kWh energy savings for Projects completed in the prior month. b. Payments for Incentives.CLEAResult shall request funding in advance of issuing incentive payments based on program activity projections for the next 30-60 days. Each funding request will include a reconciliation of funds spent in the previous month against reported energy savings. Excess funds will be carried forward and used for incentive payments in the following month. If CLEAResult demonstrates that the funds requested for any one month will be insufficient to cover incentives in that month, one additional funding request may be made per month. c. Payment. Payment will be processed within thirty(30)days of the date of the invoice. d. Not-to-Exceed Budget. For eligible installations, Utility commits to a not-to-exceed ("NTE") budget as follows:. Budget Item Cost/unit 2018 Cost Total Cost Implementation $0.08/kWh $80,000 $80,000 Incentive* $023/kWh $230,000 $230,000 Total NTE $310,000 *d_L_ff,kR_es6Ff_WW use the "UES Measure List"' incentive rates for non-lighting measures and Utility's incentive rate for lighting (hftps-//www.bpa,gov/EE/Policy/Solutions/Pages/default.aspx). 4. Tasks. CLEAResult will provide services to Customers through the Energy Smart Grocer("ESG")program. CLEAResult warrants it has all of the rights to use the ESG program and shall protect and hold the Utility harmless from any claims related to the use of the ESG program. The ESG program provides technical assistance and financial incentives to Customers seeking to lower their operating costs through high-efficiency projects. The ESG program will assist Customers with reducing their energy use in the areas of refrigeration, lighting, heating/ventilation and air conditioning, and food-related service equipment in commercial facilities (a facility with commercial refrigeration including, but not limited to supermarkets, convenience stores, restaurants and other businesses). The ESG program will provide support to Customers who choose to proceed with equipment retrofits and replacements and custom projects including existing building commissioning ("EBCx")and new construction. @ 2016 CLEAResuR.All rights reserved. ,Vre cf-tange�ievvay peq,.fle um, nergy' (Rev.5/2612016) Page 1 of 3 a. Program Set-up: The ESG program set-up will include a kick-off meeting, program specific software configuration for GrocerSmart@ and secure project management database, program paperwork and ESG website with program documents. b. Installation Contractors.To effectively service the Utility's Customers and maximize resources, CLEAResult shall recruit and partner with general contractors, ("Installation Contractors") to communicate the ESG program benefits and requirements to provide energy efficiency retrofits. CLEAResult will inform the Customer that it is the Customer's responsibility to confirm the qualifications and insurance liability requirements of the Installation Contractor. If CLEAResult determines an Installation Contractor has been misrepresenting the ESG program or Utility by any means, CLEAResult shall immediately contact the Installation Contractor to resolve the issue. CLEAResult will notify the Utility within two (2) business days when a complaint has been filed with CLEAResult concerning an Installation Contractor and provide an update upon resolution, c. Managing Key Account Customers. CLEAResult shall partner with national grocery accounts to influence and manage energy efficiency retrofits. CLEAResult will provide guidance on ESG program requirements and determine project eligibility for the national accounts. d. Audits. CLEAResult will perform pre-installation audits under the ESG program. All Custom Projects (defined in Section 4.e)will receive an onsite audit by an ESG field tech. e. Technical Design Review. For proposed Customer projects that include complex system equipment(such as multiplex, efficient compressors and efficient condensers) ("Custom Projects"), CLEAResult will complete a technical design review. The review will result in a report to the Customer that includes estimated energy savings and incentives and verifies whether or not proposed items meet the terms and conditions. This service is designed to assist in the decision making process for purchasing energy saving equipment, f. Determining Incentives. CLEAResult shall use the following approaches for determining incentives: i. Prescriptive Measures: Incentives will be based on the active version of the Bonneville Power Administration ("BPA") Implementation Manual. ii. Custom Projects: Incentives will be calculated based on Section 5.1 Custom Programs Payment Rate of the current BPA Implementation Manual. iii. General Lighting (not including refrigerated case lighting): Incentives will be derived from the "BPA Lighting Calculator v 3.3"to calculate lighting incentives or the most active version. g. Determining Installed kWh Savings.CLEAResult shall use the following approaches for determining energy savings: i. Prescriptive measures approved by the Regional Technical Forum or approved by BPA ii. Custom calculated energy savings will be completed by engineering with energy savings documentation for any projects that cannot be addressed through the prescriptive approach. Custom Projects may include, but may not be limited to, EBCx, new construction and new technologies. Documentation will adhere to the current BPA Implementation Manual. iii. Lighting savings will be calculated using the"BPA Lighting Calculator v 3.3"or the most active version. h. Quality Control. CLEAResult shall provide 100% verification that measures are installed and operating through reviewing applications, verifying Installation Contractor invoices and other technical documents (as applicable)for all installed measures. All projects that receive$10,000 or more in incentives will receive an on-site post-installation. CLEAResult may use its discretion to select additional projects for post-installation inspections, i. Incentive Processing and Documentation, CLEAResult shall submit the LIES Measure Upload report and incentive documentation monthly via email for completed projects to the Utility. Incentive documentation shall include: i. Project application N. ESG incentive coversheet, containing summary data for the project iii. ESG incentive worksheet iv. Installation Contractor Invoice L E"Al"Ze"Lift (9)2016 CLEAResuft.All rights reserved. Page 2 of 3 v. Equipment specifications vi. fighting caicartator(if applicable) vii, Custom Project proposal C4 applicable) y. R •CLEAResutt shad&log participant opportunities,track and manage participant projects,and Process incentives using our secure project management database.The E sC program's n ranagerrient structure coupled with this tori ansuwres that projects reach intpNementation in a tummety manner,post-imstaH inspection protocols are foRowweda and Customers and Insdaitaftaon CoNractors receive paymards promptly,CLEA,Resudt awi l provide a mmonth4y report that tracks i mplernentatborn actw 4y and energy efficiency protect detsalls.Reports shaft be defivexed to UtU ty on the 10th of the month atter time close of this moi nth,tit the 15t'h fabs on a norm-tausiness day, the report wwtlt be delivered on the next business day foUowrng the 10th.The report$hall consist of the foliowing details: i. UES Measure d ipioad:Site address, measure,quantity installed„kWh savings,ncentive amount and facildry type u, Energy savings estirmates in the pipeline to be used for forecasting ir6. Tables sumnmaronng budget,forecast and installed sav6ngs S. ;P"nmirog¢rR F?,r�aammart¢rg. Task._.. ...w,..,, .....,..,�,� .......,...�.. ....., . c �dnte ..w..... v. . .....,.. ._.... _.__. ....... ......,. .. . Pro- arCm ofrf Ifo later than tarauary t5, h5 Pmo rare Mrnp9eame a irar famuda 1 ty18 ember 3t 018 — _ .. _.. MonthNy Report and lnvoi6 ng "day at tltm ownmonth(or nearest business day fottowwau 6 Chance ProcedM The Agreement,ftlud ng any euuh Nts,schedules or attachments inctuding rNs SOW, contains the einfire agreement of the paroles regarding the subject matter desattred in at.In the event of any conf0