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HomeMy WebLinkAboutPuget Sound Energy Inc ~~I("C¡ o~,'Z., AGREEMENT FOR PRE-RINSE SPRAY HEAD PROGRAM This Agreement ("Agreement") dated as of June 15th, 2005, is ma¢ and entered into by and between Puget Sound Energy, Inc" a Washington corporation ("PSE") and City of Auburn, a municipal corporation of the state of Washington ("City of Auburn"). Individually PSE and City of Auburn are referred to in this Agreement as "Party"; collectively PSE and City of Auburn are referred to in this Agreement together as "Parties." Recitals A. City of Auburn and its members provide drinking water services for residents and commercial activities within its member service areas. B. PSE provides natural gas and electric services to customers who are also customers of City of Auburn. C. City of Auburn desires to participate with PSE in an energy and water savings program called the Pre-Rinse Spray Head Program, subject to the terms and conditions of this Agreement. Agreement PSE and City of Auburn therefore agree as follows: Section 1. Services Subject to the terms and conditions of this Section I, PSE will contract with a third party to provide services under the Pre-Rinse Spray Head Program as follows: 1.1 Pre-Rinse Spray Head Program Services Installation and Service Deliverv. PSE will contract for the door to door promotion, installation of pre-rinse spray heads and low flow faucet aerators, acceptance testing, and service tracking during the deployment period as described in Exhibit I. A maximum of 250 pre-rinse spray heads shall be installed within the deployment period. The parties shall have the following respective obligations for the set up and installation of the Service. PSE shall: PAGE I (i) Arrange with its subcontractor for the door to door promotion, installation of pre-rinse spray heads and low flow faucet aerators, and acceptance testing; develop and/or revise program promotional materials which shall be approved by each of the parties. (ii) Provide project management necessary to support the Pre-Rlnse Spray Head Program; (iii) Provide City of Auburn with the number of pre-rinse spray head installations and the names and locations of the installations each month. (iv) Provide City of Auburn with the reports, tracking spray head service, and program information distributed in the course of installation of the pre-rinse spray heads. (v) Take responsibility for and resolve any issues with the performance of its subcontractor. City of Auburn shall pay PSE for the Pre-Rinse Spray Head Program services as set forth in Section 2 Section 2. Compensation from City of Auburn 2.1 Payment Amount - Pre-Rinse Spray Head Program City of Auburn will pay to PSE, on a monthly basis, sixty dollars and twenty cents ($60.20) for each pre-rinse spray head installed in PSE energy customer facilities other than natural gas transportation customers. 2.2 Payment Method PSE will submit an invoice to City of Auburn by the 30th of each month for the previous calendar month's installations. City of Auburn will pay to PSE the amount of any invoice for the payment amounts referred to in Section 2 within forty-,five (45) days after the date of such invoice. PSE may accept any check or payment without prejudice to its rights to recover the balance due or to pursue other rights or remedies. PAGE 2 No endorsement or statement on any check or payment or letter accompanying any check or payment or elsewhere will be construed as an accord or satisfaction. All amounts payable under this Agreement are denominated in United States dollars and City of Auburn will pay all amounts payable under this Agreement in lawful money of the United States. 2.3 Taxes City of Auburn will be responsible for the payment of all taxes of whatever nature and source, levied on or with respect to the amounts stated in PSE's invoices, exclusive of any taxes based on PSE's net income. Section 4. Relationship of Parties 4.1 City of Auburn As between PSE and City of Auburn, PSE will maintain full and complete control and responsibility for the Pre-Rinse Spray Head Program and the performance thereof; provided, however, the Pre-Rinse Spray Head Program Services cont{:mplated herein will be subject to City of Auburn's general rights of direction and must be approved in advance by City of Auburn. Notwithstanding the foregoing, the Parties acknowledge and agree that they are dealing with each other hereunder as independent contractors. Nothing contained in this Agreement will be interpreted as constituting either Party as the joint venturer, agent, employee, franchisee or partner of the other Party or as conferring upon either Party the power of authority to bind the otb.er Party in any transaction with third parties. Employees or contractors ofPSE are not employees of City of Auburn and such employees are not entitled to any of the benefits City of Auburn provides to its employees. PSE will be solely and entirely responsible for the acts of its employees and contractors during the performance of this Agreement. All rights and obligations of the Parties under this Agreement are intended to be several, not joint or, collective, and neither Party will be jointly or severally liable for the acts, omissions or obligations under this Agreement of the other Party. Section 5. Term and Termination 5.1 Term The term of this Agreement will commence on July 15th, 2005 and extend until July 31, 2006. This Term may be modified by mutual written agreement of 1he parties. PAGE 3 5.2 Termination for Breach or Default If a Party commits a material breach of or default under this Agreement, then the Non-Breaching Parties may give the Breaching Party written notice of the breach or default (including a statement of the facts relating to the breach or default and the provisions of this Agreement that are applicable to such breach or default). If the Breaching Party fails to cure the specified breach or default within thirty (30)1 days after receipt of such notice (or such later date as may be specified in such notice), then this Agreement will terminate. 5.3 Termination of Contract by the City of Auburn City of Auburn reserves the right to terminate this Agreement at any time by sending written notice of termination to PSE ("Notice"). The Notice shall specify a termination date ("Termination Date") at least fourteen (14) days after the date the Notice is issued, The Notice shall be effective ("Notice Date") upon the earlier of either actual receipt by PSE (whether by fax, mail, delivery or other method reasonably calculated to be received by PSE in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the Notice Date, P'SE shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for PSE's material breach, PSE shall be paid or reimbursed for (a) all pre-rinse spray head installations incurred up to the Notice Date, kss all payments previously made; and (b) those pre-rinse spray head installations incurred after the Notice Date, but prior to the Termination Date, that we:re reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by the United States Mail to PSE's address provided herein, postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition, the Notice may be sent by any other method reasonably believed to provide PSE actual notice in a timely manner, such as fax. City of Auburn does not by this section waive, release, or forego any legal remedy for any violation, breach, or non-performance of any of the provision of this Agreement. At its sole option, City of Auburn may deduct from the final payment due PSE (a) any damages, expenses or costs arising out of any such violations, breaches, or non- performance and (b) any other backcharges or credits. City of Auburn shall not pay PSE for any expenses incurred or work done following the effective date of termination unless authorized in writing by City of Auburn before the expenses are incurred or the work is done. Section 6, Limited Warranty & Disclaimer of Warranties 6.1 Express Warranty PAGE 4 PSE does not warrant products installed under this Pre-Rinse Spray Head Program (collectively the "Products"). All warrantees are with the manufacturer of installed products and the manufacturer should be contacted in the case of product failure. PSE, through its contractor, will provide participating customers information regarding manufacturer's warranty at the time of installation. The warranties set forth herein shall not apply to any Products which, in the opinion of the Manufacturer, are damaged by or subjected to improper handling, storage, installation, use or maintenance; abnormal or undisclosed environmental conditions; tampering; unauthorized repairs or modifications; accidental or intentional damage; or Force Majeure. 6.2 Disclaimer of Warranties THERE ARE NO OTHER WARRANTIES PROVIDED IN RELATION TO THE PRODUCTS OR SERVICES DELIVERED HEREUNDER. ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY SUCH WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR PURPOSE, ARE HEREBY SPECIFICALLY EXCLUDED. AFTER THE EXPIRATION OF THE WARRANTY PERIOD, NEITHER PSE NOR THE MANUFACTURER ARE RESPONSIBLE FOR ANY PERFORMANCE OR LACK THEREOF BY THE PRODUCTS AND THE RISK OF PRODUCT NONPERFORMANCE SHALL PASS TO THE OWNER OR OPERATOR OF THE BUSINESS OR INSTITUTION WHERE THE SPRAY HEAD WAS INSTALLED. Section 7. Limitation of Liability 7.1 Limitation of Damages EXCEPT TO THE EXTENT NECESSARY TO SATISFY ANY LIABILITY FOR THIRD-PARTY CLAIMS, NEITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY), OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT NECESSARILY LIMITED TO, LOSS OF PROFIT, REVENUE OR USE) ARISING OUT OF SUCH PARTY'S PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, BREACH OR DEFAULT UNDER THIS AGREEMENT, OR THE USE OF, INABILITY TO USE OR RESULTS OF USE OF ANY ITEMS FURNISHED UNDER THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PAGE 5 7.2 Limitation of Liability EXCEPT TO THE EXTENT NECESSARY TO SATISFY ANY LIABILITY FOR THIRD-PARTY CLAIMS, NEITHER PARTY'S TOTAL LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) WITH REGARD TO THIS AGREEMENT (INCLUDING, BUT NOT NECESSARILY LIMITED TO, ANY LIABILITY ARISING OUT OF ANY PERFORMANCE, NONPERFORMANCE, BREACH OR DEFAULT UNDER THIS AGREEMENT) WILL IN THE AGGREGATE, EXCEED THE TOTAL AMOUNTS PAYABLE BY CITY OF AUBURN TO PSE UNDER THIS AGREEMENT. Section 8. Indemnification 8.1 By PSE PSE will indemnify, defend, and hold City of Auburn harmless from any and all losses, claims, actions, damages and expenses arising out of or resulting from, PSE's negligence or willful misconduct under this Agreement except to the extent that such losses, claims, actions, damages and expenses are caused by or arise out of the negligence of City of Auburn. In the event that any suit based upon such losses, claims, actions, damages, or expenses is brought against City of Auburn, PSE upon notice of th{: commencement thereof, will defend the same at its sole cost and expense, and if final judgment be adverse to City of Auburn, or City of Auburn and PSE jointly, PSE will promptly satisfy the same. PSE includes PSE, its employees, agents, representatives and subcontractors. If, and to the extent, PSE employs or engages subcontractors, then PSE shall ensure that each such subcontractor (and subsequent tiers of subcontractors) shall expressly agree to defend and indemnify City of Auburn to the extent and on the same terms and conditions as PSE pursuant to this section. 8.2 By City of Auburn City of Auburn will indemnify, defend, and hold PSE harmless from any and all losses, claims, actions, damages and expenses arising out of or resulting from City of Auburn's negligence or willful misconduct under this Agreement except to the {:xtent that such losses, claims, actions, damages and expenses are caused by or arise out of the negligence ofPSE, In the event that any suit based upon such losses, claims, actions, damages, or expenses is brought against PSE, City of Auburn upon notice of the commencement thereof, will defend the same at its sole cost and expense, and if final judgment be adverse to PSE, or City of Auburn and PSE jointly, City of Auburn will promptly satisfy the same. PAGE 6 Section 9. Subcontracting PSE may subcontract or delegate performance of the Pre-Rinse Spray Head Program Services to any company without further authorization from City of Auburn. Any such delegation or subcontracting of performance of any of the Customer Care Services to a third party will not relieve PSE of its obligation to perform the Pre-Rinse Spray Head Program Services in accordance with this Agreement. Section 10. Notices Any notice, request or other communication specifically provided for under this Agreement will be provided in writing and will be delivered in person, by first-class U.S. mail, stamped with the required postage, via facsimile, accompanied by confirmation of receipt, or by express mail or similar form of overnight delivery, in each case properly addressed to the recipient specified below: Puget Sound Energy, Inc. If to PSE: P.O. Box 90868 BOT-DIG Bellevue, W A 98009-0868 Attn: Doug Dickson If to City of Auburn: City of Auburn 25 West Main Auburn, W A 9800 I Attn.: Chris Thorn Any notice, request or other communication delivered as set forth above will be deemed to be effective upon receipt. Any Party may change its address specified in this section by giving the other Party notice of such change in accordance with this section. Section 11. Force Majeure Neither Party will be liable to the other for, or be considered to be in breach of or default under this Agreement because of, any delay or failure in performance by such Party under this Agreement to the extent such delay or failure is due to any cause or condition beyond such Party's reasonable control, including, but not limite:d to, failure or threat of failure of facilities or equipment; fire, lightning, flood, earthquake, volcanic activity, wind, drought, storm and other acts of the elements; court order and act, or failure to act, of civil, military or governmental authority; strike, lockout and other labor dispute; epidemic, riot, insurrection, sabotage, war and other civil disturbance or disobedience; labor or material shortage; and act or omission of any person or entity (other than such Party, its contractors or suppliers of any tier or PAGE 7 anyone acting on behalf of such Party). Each Party will exercise reasonable diligence to overcome the cause of such delay; provided, however, that to the extent th,~ cause of such delay arises from any breach of, or failure by the other Party to perfOJm any of its obligations under this Agreement, the costs and expenses incurred by the Party that has delayed or failed in its performance under this Agreement to overcome the cause of such delay will be for the account of such other Party. Nothing contained in this Agreement will be construed to require either Party to prevent or settle any strike, lockout or other labor dispute in which it may be involved. Notwithstanding the foregoing, nothing in this paragraph will apply to any delay or failure by either Party to pay any amounts due and owing to the other Party pursuant to this Agreement. Section 12. Assignment Except as allowed in Section 8, no Party will voluntarily assign or oth,~rwise transfer any of its rights, interests or obligations in, to or under this Agreement without the prior written consent of the other Parties (which consent will not be unreasonably withheld); provided, that either Party may assign or otherwise transfer, without the prior written consent of the other Parties, any of its rights, interests and obligations in, to or under this Agreement to (a) a successor in operation of all or substantially all of the properties of such Party or (b) any holder (or the trustÅ“ of any holder) of the debt of such Party pursuant to the terms of a mortgage, trust, security agreement, indenture or other instrument of indebtedness to which such Party and such holder of debt (or such trustee) are parties, as security for bonds or other indebtedness of such Party, past or future. Without relieving any Party from its obligations under this Agreement, any successor or assignee of the rights of such Party under this Agreement (except for any holder of debt or trustee described above), whether by voluntary transfer, judicial or foreclosure sale or otherwise, will be subject to all the provisions and conditions of this Agreement to the same extent as though such successor or assignee were an original party this Agreement, and no assignment or transfer of any rights under this Agreement will be effective unless and until such assignee or transferee agrees in writing with the other Party to assume all of the obligations of the assignor or transferor and to be bound by all of the provisions and conditions of this Agreement. Neither the pledge, mortgage or grant of any lien for security by any Party of its rights under this Agreement nor the execution of a pledge, mortgage, security agreement, indenture or trust deed or a judicial or foreclosure sale made thereunder will be deemed a voluntary transfer within the meaning of this paragraph. Subject to the foregoing restrictions on transfer, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors, assigns and legal representatives. PAGE 8 Section 13. Non-Waiver The failure of City of Auburn or PSE to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights under this Agreement will not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions or rights in that or any other instance; rather, the same will be and remain in full force and effect. Section 14. Survival The obligations of the Parties under Sections 4, 6, 7, 13, 14, 15, and aU other provisions of this Agreement that may reasonably be interpreted or construed as surviving the completion, termination or cancellation of this Agreement will survive the completion, termination or cancellation of this Agreement. Section 15. Severability The invalidity or unenforceability of any provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provisions were omitted. The headings of sections and the title of sections of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections. Rights Cumulative The rights and remedies of each Party set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights or remedies afforded to such Party by law. Section 16. Section 17. No Third Party Beneficiary This Agreement will not be construed to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, obligation or undertaking established herein. Section 18. Governing Law The obligations of each Party under this Agreement will in all respects, including all matters of construction, validity and performance, be governed by and construed in accordance with the laws of the state of Washington, without reference to any rules governing conflict of laws, except to the extent such laws may be preempted by the laws of the United States of America. PAGE 9 Section 19. Governmental Authority This Agreement is subject to the rules, regulations, orders and other requirements, now or hereafter in effect, of all regulatory authorities having jurisdiction over this Agreement, the Parties or any of them, including, without limitation, the Washington Utilities and Transportation Commission. All laws, ordinances, rules, regulations, orders and other requirements, now or hereafkr in effect, of governmental regulatory authorities that are required to be incorporated in agreements of this character are by this reference incorporated in this Agreement. Section 20. Jurisdiction and Venue Neither Party will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default in this Agreement, or otherwise arising under or by reason of this Agreement, other than in the state and federal courts of the State of Washington. Section 21. Amendment No amendment or modification of any provision of this Agreement will be valid unless set forth in a written amendment to this Agreement. This Agreement may be amended only with the express written consent of all three Parties and no provision of this Agreement will be varied or contradicted by any oral agreement, course of dealing or performance or any other matter not set forth hereafter in a written agreement signed by both Parties. Section 22. Entire Agreement This Agreement constitutes, on and as of the date hereof, the entire agreement of the Parties with respect to the subject matter of this Agreement and all prior understandings or agreements, whether written or oral, between the Parties with respect to the subject matter of this Agreement are hereby superseded in their entireties. Each provision of this Agreement is the product of negotiation beltween the Parties. Any rule of interpreting ambiguities against the interests of the drafting party will not be applied in resolving any dispute over the meaning of any provision of this Agreement or the intent of the Parties with respect to such provision. Section 23. Counterparts This Agreement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, and such counterparts together will constitute one and the same instrument. Once signed, any legible reproduction of this PAGE 10 document made by reliable means (for example, photocopy or facsimile) is considered an original. In witness whereof, the Parties have executed this Agreement on the date first above written. ~~ Puget Sound Energy, Inc. ...;:rr BY~Ub ~ Its ~\ "l ""'" ItsA~(fgL,C dJ ~,(r;'1 ~:;w~~ I I 9 PAGE 11 Exhibit 1 Pre-Rinse Spray Head Program August 1, 2005 1. Services 1.1 Pre-Rinse Spray Head Installation 1.1.1 Direct Install Service The contractor will conduct the direct install service as follows: Door-to-door promotion. Contractor will identify geographic areas containing high concentrations of spray head installations. Each area will be assigned to a membt~r of the contractor's field staff. Each geographic area will be canvassed on a door-to-door basis by the field staff to recruit customers and install the efficient spray heads. Upon request by customer, field staff will contact the owner, manager or kitchen manager at each customer facility and describe the no-cost program offer of pre-rinse spray head replacements. The benefits of installing the spray head and aerators will be described to motivate participation. Field staff will have identification badges or other documents needed to establish their credentials as authorized representatives ofPSE, If the offer to direct install is rejected, the contractor will offer to leave a program brochure along with other materials provided by the sponsoring utilities. The dat<c and location of each business visited by the contractor shall be entered into a database regardless of their participation. Ifthe efficient sprayhead is rejected, field staff will record the customer's reason (for example, already tried a low flow and did not like it, prefer their old one). Eligibility. The eligibility criteria for the existing heads will be mutually agreed upon with the sponsoring utilities. Field staff will inspect the existing spray heads and replace them ifthe facility does not have existing low flow spray heads that are in good working condition. Scan for other efficiency measures. Field staff will identify other energy and water efficiency measures. Measures identified will include but are not limited to extensive outdoor irrigation, single pass cooling ice machines, urinals, dishwashing, lighting, and garbage grinder. Measures will be limited to those that can be easily identified by field staff and for which the sponsoring utilities can provide methods for identification. In typical total, the measure identification activity will not require more than 15 minutes for a typical customer. Field staff will document identified measures and this information will be entered in the service tracking database, Field staff will also distribute relevant utility program brochures to the customers. Install new head. A Niagara Conservation Model N2l80 will be installed to replace existing eligible heads. Only if the customer refuses to have the Niagara head installed, or does not like the Niagara once it is installed, or makes a specific request for another head, the installer will offer to install a Fisher Mfg. Ultra Spray Model, equipped with a Spraying Systems model 2949 flow control (1.6 gpm). The installer shall not offer the customer a choice of heads initially. Other spray heads (Fisher 2.2 gpm or 2.6 gpm) may 1 be installed if the customer will not accept a 1.6 gpm head. As appropriate the supply hose for the spray head will also be replaced, or pipe thread adaptors added. Kitchen staff will then be invited to try out the new head and to adjust flow and/or temperature until they are comfortable with the spray head's operation. Installing subcontractor will track installation, location and quantity by participant and provide that information in the service tracking documentation. Field staff will provide the customer with a program brochure and information sheet containing a program description, operating instructions, operating safety information, and information on typical savings from the efficient pre-rinse heads. This information will tell the customer how to contact PSE to answer questions, obtain further information or file a complaint, and will provide product information, including model number and "where to re-order" contact information and warranty information. Field staff will inform the customer that they can have their old spray head re-installed, ifthey contact PSE within thirty days. Install aerators, Whenever a spray head is installed aerators will be installed on lavatory faucets unless the customer refuses. The installation of the spray head is deemed completed if the customer declines the aerators but, aerator installation will be attempted with every spray head installation. Installing subcontractor will track installation, location and quantity by participant and provide that information in the service tracking documentation. Service tracking documentation. Field staff will complete service tracking documentation for each customer, whether they participate in the program or decline. This will include the customer name, street address, and zip code. Field staff will record customer contact information and various data needed to classify the type of business establishment. Each old spray head will be tagged with a tracking ID and removed from the customer's premises, but held for 30 days to allow for re-installation if requested by the customer. Both spray head and faucet aerator installations will be documented. Baseline Data Collection. The contractor shall ask the dishwashing staff to adjust the flow of the existing head to normal flow and temperature, and record these using methods approved by the sponsoring utilities. The flow rate and temperature of the new h,:ad will be also be recorded after dishwashing staff has a chance to use the new head and they adjust flow and temperature to their liking. The contractor shall also observe hot water fuel type (gas or electric) and obtain data from the operator on hours per week of operation of the spray head, and historical use of cold vs. warm or hot water. Database Specifications. The contractor will maintain an electronic database containing all of the information mentioned in the preceding sections for each customer contacted (whether they accept the low-flow spray head or not) and for each installed low-flow spray head. All of this data will be made available to the sponsoring utilities upon request. The database will be current and available for transfer to the sponsoring utilities by the 15th of each month for activity through the end ofthe previous month, and will be available in the format specified by each sponsoring utility. Installation Goal. Contractor will directly install up to 1,000 spray heads in restaurants and other types of kitchens and food service operations. If the contractor is unabk to install alii ,000 spray heads within the service area (defined in 1.3 hereof), utility 2 sponsors may count requested installs (see next section) as part of the 1,000 spray head total. The requested installs may take the total installed spray head count above 1,000, with the approval of the PSE and AUBURN project managers. 1.1.2 Requested Install Service Contractor will also install additional spray heads at customer locations designated by the sponsoring utilities. These installations will be handled with the same procedures as direct install, except that the sponsoring utility will be responsible for providing contact information for the customer requesting the service and for confirming that the requesting customer has decided to adl)pt low- flow spray heads. If the sponsoring utilities choose to forward a request fCÞr spray head installation, through the contractor's web site the contractor will contact the customer, confirm eligibility, determine the number of heads to be replaced, and complete the work within 3 months of receiving a request from the sponso,ring utilities. 1.2 Service Area The direct and requested install service will be provided to customers in the PSE and Aubum mutual service territory designated by PSE and Auburn. Both parties will provide the contractor with a detailed service area map, that the contractor will tr¡msfer to Thomas Guide street maps. It is still the responsibility of the contractor to verify eligibility of customers near the edges of service territories (which utilities serve !them). It is understood that fielding the program near service territory boundaries can be challenging and that some ineligible businesses may have spray heads installed, The contractor will not be paid for customers outside the sponsoring utilities' service area in excess of 1% of the total number of spray heads installed during the course of this program. The primary target market for the direct install service will be restaurants, although some of the spray heads may be installed in kitchens operated by other types of business, e.g. hotels, schools, hospitals, bakeries, etc.. The requested install service will apply to any customers meeting the eligibility criteria defined in Section 1.1.1 and may be in any type of business, agency, or organization. Should the service area ofth,: sponsoring utilities change during the course of this contract, the contractor shall adjust their area according to direction by PSE's project manager. 2. Customer Relations Contractor will take the following steps to ensure customer satisfaction with either the direct install or requested install services: . The brochure and program information sheet will tell the customer how to contact the contractor to obtain further information or file a complaint, and will provide product information, including model number "where to re-order" contact information, and warranty information. The brochures and program information sheet will also contain operating instructions, operating safety information, and information on typical savings from the efficient pre-rinse spray heads. In addition, the brochures or cards will tell the customer how to contact a person at 3 the sponsoring utilities that can answer questions about the contractor or the program. The brochures and information sheet will also contain a warning that the nozzles are engineered to assist cleaning but this may eause more splashing than the nozzle it replaces. . If possible, before leaving a customer's premises, ilie field staff will obtain a signature from the kitchen manager, owner or person with similar auiliority, confirming that they have observed the new head in action and believe that it will be suitable to ilieir operation. In the event the kitchen manager, owner or person with similar auiliority is not present and other staff is either unavailable or unwilling to sign, ilie person who gave permission to install an efficient spray head will be noted as having given authority to proceed. If the customer requests, within the 30 days following installation, the contractor shall reinstall the tagged spray head previously removed rrom iliat customer's place of business. The contractor shall be responsible for obtaining any government permits or approvals to replace the heads, and to abide by codes, rules, and requirements in the jurisdiction the customer is located in. Should a dispute between ilie customer and the contractor arise concerning the equipment or oilier damage, etc. the contractor will have liability insurance and all materials provided to the customer will clearly indicate iliat the sponsoring utilities are not responsible for damages due either to installation or product use. The contractor will be responsibl,e for the cost of return calls, and iliey will not be counted as new installations. · The brochure and information sheet will be provided to participating customers in appropriate languages as determined by the sponsoring utilities. · Respond quickly to all customer calls to obtain further information or report problems. 3. Quality Control Contractor will take ilie following steps to ensure high levels of quality in the work of its field staff: · A senior field technician will conduct in-field quality control inspections. A 100% quality control sampling rate will be used for ilie first 10 installations completed by each new member ofilie installation service staff. A 5% quality control sampling rate will be used for all oilier installations. Any problems with flow rate or temperature data collection will be immediately corrected. Any spray heads that have not been replaced will be replaced at that time. The senior field technician will also confirm customer satisfaction with ilie work of ilie installation service staff. Installation service staff will receive additional training as needed to achieve high scores in iliese quality control checks. A report documenting ilie quality control will be provided to the utility sponsors. · Utility sponsors may also conduct spot checks of customers. Should discrepancies appear, ilie Contractor will respond to these on a case-by-case basis and make appropriate changes in quality control and staff training to avoid these problems in future installations. 4 . 100% of all tagged old spray heads returned /Tom the field will be checked against the service tracking documentation and the service tracking documentation will be checked for completeness and accuracy. All service tracking data will be entered and double-checked after entry in an electronic database. This database will be used in verification and in the preparation of monthly and final report. 4. Reporting 4.1 Monthly Contractor will provide monthly reports summarizing the activities of its field staff. These will be issued by the 15th of each calendar month. They will summarize all relevant data /Tom the service-tracking database, including a count of the spray h{,ads installed (direct and requested). In addition to the summary, the monthly reports will also include a copy of the actual database containing all the required information for the customers completed as of that date, in the format prescribed by each of the sponsoring utilities. 4.2 Phase 1 Final Report Contractor will provide a final report within 30 days following the installation of the last direct install head, or non-performance termination, or June 15, 2006, whichever ¡is first. This final report will provide both a summary and all the actual data collected for the whole program, along with all the information presented in the monthly reports. 5. Installation verification The sponsoring utilities will verify the spray head counts that appear in the contractor's monthly and final report. This verification will be conducted in a manner mutuallly agreeable to all parties, but in any case, will provide all parties with a high degree of confidence that the Contractor's claimed count of installed heads is accurate. PSE will take possession of all the replaced spray heads for recycling. The verification of installed spray heads in each month will be completed within 30 days following the end of each calendar month. 6. Support Provided by Sponsoring Utilities The sponsoring utilities will provide an authorized letter that can be used by contractor's field staff to prove that they are legitimate agents of the utilities and offering a selvice authorized by these utilities. In addition, the sponsoring utilities will provide contact numbers that customers can use to reach utility staff that are knowledgeable about the program and can confirm that the contractor is a legitimate contractor of the utility. If the contractors identify a need, sponsoring utilities may provide translations of brochures and cards into languages they deem appropriate. 7. Price and Payment Terms The price for direct and requested install services are described below. Prices are fixed per installed spray head. The payment terms are as follows: . Payment of $116.39 for each installed spray head up to a total of 250. 5 · Monthly invoices will be based on verified count · Monthly invoices will be submitted by the 15th · Monthly payment within 30 days of approved invoice 8. Schedule The service will be completed by July 31, 2006. 6