HomeMy WebLinkAbout1985-005 Good Cents ProgramDepartment of Energy
Bonneville Power Administration
P.O. Box 3621
Portland, Oregon 97208
in reply refer tO:'~,~M~ I
Mr. Dick Wanderscheid
City of Ashland
City Hall
Ashland, OR 97520
Dear Mr. Wanderscheid:
Subject: Intergovernmental Agreement No. DE-AI79-85BP20716
Enclosed is a fully executed copy of the Intergovernmental Agreement, SUPER
GOOD CENTS PROMOTION PROGRAM.
The Contracting Officer's Representative (COR) is Henry J. Garcia, mail symbol
EMRI, phone (503) 230-4393. The Contracting Officer's Technical
Representative (COTR) is Ernie Bonner, mail symbol KT, phone (503) 230-5487.
Please mail copies of invoices for certification to the COTR.
We look forward to working with you on this agreement.
Sincerely,
Enclosure
Joan D. Mortensen
Contracting Officer
AGREEMENT
1. AGREEMENT NO. lA. AGREEMENT TYPE: MODIFICATION NO. f 2. EFFECTIVE DATE 3. PROCUREMENT
DE-A[79-85BP20716 - ( ) Interagency REQUESTNO.
( ) Intraagency F~B
(~ Intergovernmental
( ) Customer 79-848P19464
4. tSSUED TO: 5. ISSUED BY:
City of Ashland U.S. Department of Energy
City Hall Bonneville Power Ad minist ration _~v[[~I
Ashland, OR 97520 P,O. Box3621
Portland, Oregon 97208
6. PRINCIPAL CONTACTS ?. PRINCIPAL CONTACTS
Technical: Dick Wanderscheid Technical: Ernie Bonner
Phone: 503-482-3211 ext. 280 Phone: (503) 230-5487
Adm~nistratw~: icl Wanderscheid Administrative:Henry Garci a
Phone: 503-482-3211 ext. 280 Phone: (503) 230-4393
8. THIS AGREEMENT WAS NEGOTIATED PURSUANT TO: [] 31 U.S.C. 686(a) (Federal) ~ 16 U.S.C. 832g (Other)
[] 16 U.S.C. 832a(f) (Customer) []
9. ACCOUNTING INFORMATION (BPA USE ONLY):
KT 25 74120 970-459
10. TITLE AND BRIEF DESCRIPTION OF WORK TO BE PERFORMED UNDER THIS AGREEMENT:
SUPER GOOD CENTS PROMOTION PROGRAM. In accordance with the attached terms and
conditions and upon execution of a License Agreement (Attachment 3) between the
Contractor and Southern Electric International, Inc. (SEI), BPA grants to the
Contracl:or the right to use the present certification marks of the Super GOOD CENTS
Proof. am, and any future trademarks, service marks, or certification marks used in
the Program, for residential customers of the Contractor, or in conjunction with the
promotion of said use. (Continued on pg. 3.)
The following documents are attached to and become a part of this Agreement:
1. General Provisions - Intergovernmental Agreements (on reverse, pg. 2)
2. Special Provisions- Intergovernmental Agreements (pos. 3-6)
3. Attachment 1 - Government-Furnished Supplies & Services (1 pg.)
4. Attachment 2 - Advertising Specifications & Instructions (1 pg.)
5. Attachment 3 - License Agreement (6 POS.)
I~ t~t I~ an Int~gove~mml or Cuatom~' A~, the pr~vlM~t· ~ the reveme of thlll form are · pm~ of the Agreem~t.
AMOUNT TO BE PAID BPA: $
11. AMOUNT TO BE PAID BY BPA: $ NTE 2 q 5 g, 12 ....
Submit SF-1081 or other invoice to: Accounting Information: .....
.................... m,r. .......... See Clause 7 of the
~ Special Provisions
Name .......... ....
1:~. EFFECTIVE PERIOD OF AGREEMENT: Address jJ .
This Agreement will be effective from the date in Block 2 until
14. SIGNATURE O~ PARTICIPANT: 15. U.S. DEPT, OF ENERGY, BONNEVILLE POWER ADMINISTRATION
NAME AND TITLE OF SIGNER (Type or Print) DATE SIGNED , NAME ANO TITLE OF SIGNER (Type or Print) DATE SIGNED
L. Gordon Medaris Joan D. Mortensen
Mayor, City of Ashland Contrgcting Officer
BPA 139aAUG. 1983
GENERAL PROVISIONS - INTERGOVERNMENTAL AGREEMENTS
1. OFFICIALS NOT TO BENEFIT (FPR 1-7.102-17)
No member of or delegate to Congress, or resident Commissioner, shall be admitted to any share or part of this agreement,
or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this agreement if made with a
corporation for its general benefit. ·
2. COVENANT AGAINST CONTINGENT FEES (FPR 1-1.503)
The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this agreement
upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide em-
ployees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of secudng busio
ness. For breach or violation of this warranty the Government shall have the dght to annul this agreement without liability or in
its discretion to deduct from the price or consideration, or otherwise recover, the full amount of such commission, percentage,
brokerage, or contingent fee. ;..
3. CONVICT LABOR (FPR 1-12.204)
In connection with the performance of work under this agreement, the Contractor agrees not to employ any person under-
going sentence of imprisonment except as provided by Public Law 89-176, September 10, 1965, (18 U.S.C. 4082(c)(2)) and
Executive Order 11755, December 29, 1973.
4. ORDER OF PRECEDENCE,
In the event of an inconsistency between provisions of the agreement, the inconsistency shall be resolved by giving prece-
dence as follows:
'- (a) schedule; (b) statement of work; (c) the general provisions; (d) other provisions of the agreement, whether incorporated
I::)y reference or otherwise; (e) contractor's technical proposal, if incorporated in the agreement by reference or otherwise.
5. EQUAL OPPORTUNITY
The Contractor will not discriminate against any emploYee or applicant for employment because of race, color, religion,'sex,
or national origin. The Contractor will take affirmative action to insure that applicants are employed, and that employees are
treated during employment, without regard to their race, color, religion, sex, or national origin. Such action will include, but not
be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or ter-
mination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
The Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, as amended by Execu-
tive Order No. 11357 of October 13, 1967, and of the rules, regulations, and relevant orders of the Secretary of Labor.
SPECIAL PROVISIONS - INTERGOVERNMENTAL AGREEMENT
1. USE OF MARKS. The certification marks identified herein shall be used
only to certify residential structures or manufactures meeting the Model
Conservation Standards established in the Northwest Conservation and Electric
Power Plan.
2. MAINTENANCE OF STANDARDS. The Contractor is responsible for assuring that
Super GOOD CENITS homes certified by the Contractor in this Program meet the
Model Conservation Standards with respect to energy efficiency. As provided
for in a separate License Agreement (Attachment 3), SEI may take such measures
as it deems necessary to assure that the Contractor's use of the Super GOOD
CENTS certification marks meets that standard.
3. OPTION TO RENEW. This Agreement may be renewed annually by written
consent of both parties for a total of three years beyond the original period
of performance.
4. MODIFICATION. This Agreement may be modified by mutual written consent of
both parties via an Agreement Modification.
5. TERMINATION. This Agreement may be terminated by either party by its
60-day written notice to the other party.
6. CONTRACTING OFFICER'S REPRESENTATIVE. CONTRACTING OFFICER'S TECHNICAL
REPRESENTATIVE~ AND CONTRACTING OFFICER'~ FIELD REPRESENTATIVE. The following
individuals are designated as the Contracting Officer's Representative (COR),
Contracting Officer's Technical Representative (COTR), and Contracting
Officer's Field Representative (COFR). Their addresses, phone numbers and a
description of their duties and responsibilities are also given.
Contractin9 Officer's Representative (COR).
The designated COR is Henry Garcia.
Address BPA - EMRI, P.O. Box 3612, Portland, OR 97208.
Phone number {503} 230-4393.
The COR shall have all the rights, powers and privileges of the
Contracting Officer necessary to the administration of this Agreement;
however, the COR is not empowered to execute contract modifications.
b®
Contractin9 Officer's Technical Representative (COTR).
The designated COTR is Ernie Bonner
Address is BPA - KT, P. O. Box 3612, Portland, OR 97208.
Phone number (503) 230-5487.
The COTR is the authorized representative of the Contracting Officer
for technical actions performed in relation to the contract. This
includes the functions of l) interpretation of technical
specifications; 2} approval and certification of Contractor's
invoices; and 3) rejection of nonconforming services and materials.
The COTR is not authorized to act for the Contracting Officer in the
following matters pertaining of the contract: l) contract
modifications that change the contract price, technical specifications
or time for performance; and 2) suspension or termination of the
Contractor's right to proceed.
Contractin9 Officer's Field Representative (COFRi.
The designated COFR is Ray Wiley - OPG
Address BPA Eugene District Office, 211E 7th, Suite' 206, Eugene, Or
Phone number (503) 68?-6955 .
The COFR is ~he authorized representative of the Contracting Officer
who will be the initial and primary point of contact between BPA and
the Contractor for ma~ters arising out of this Agreement. The COFR's
functions include field review of the Contractor's activities, and
receipt and review of Contractor's invoices for forwarding to the COTR
for certification.
97401
7. INVOICES FOR PAYMENT. Contractor's invoices and accompanying proof of
purchase and performance {see below) will be forwarded for 6eview-t6the COFR
named above. After COFR review and approval, the COFR will forward invoices
to the COTR for further review and certification for payment. To qualify for
reimbursement, all claims must include proof of purchase {billing from
advertising agency or, if ads are not placed by an agency, the medium's bill
to the utility}, and proof of performance (documentation that the ad actually
ran). The following are considered proofs of purchase and performance.
Newspaper. A full-page tear sheet of each ad, with the advertising
agency's itemized billing for space charges plus any commissions, is
required. Where the same ad ran in more than one newspaper, a single
tear sheet of each different sized or titled ad, with an affidavit as
to newspaper and date ad ran, will suffice.
b®
Radio/Television. The advertising agency's itemized billing, to
include station invoice showing the length of each commercial, its
costs, and the total cost at lowest contract rate less all discounts.
Each script broadcast must show an ANA/RAB (for radio) or ANA/TVB (for
television) affidavit of performance certified by the station on the
script itself.
Ct
Direct Mail. A copy of the mailer, the printer's invoice, and postal
receipts for the quantity mailed are required. For other methods of
distribution, a paid invoice stating the cost and quantity distributed.
Outdoor. An affidavit containing a location list, contract dates,
invoice amount, and photos of the co-op advertisement from the outdoor
advertising company is required.
e. Other Media. Both paid invoice and evidence of performance are
required.
8. REPORTING REQUIREMENTS. The Contractor agrees to make its records on
number and type of Super GOOD CENTS homes certified available for inspection
by BPA or its representative. This information is required in order to
evaluate the Super GOOD CENTS Program.
9. SCHEDULE OF ITEMS. A Contractor's total 12-month (or period ending Sept.
30 of each contract year) reimbursement allowance will be 50 cents per the
Contractor's residential electricity customer, as reported in the monthly
utility historical data base maintained in BPA's Division of Power
Requirements. BPA will use the most recent data available in this data base
at the time Contractor signs this Agreement. Contractor may allocate this
4
maximum allowance among the categories specified in Items A - D below as they
see fit, allocating up to 100 percent of the allowance in any one category or
dividing the allowance in some fashion among all categories.
ITEM
REIMBURSEMENT ALLOWANCE
100 percent of all costs for production of Super
GOOD CENTS site ~igns and award certificates.
100 percent of all costs of media time and space
for utility "teaser" campaigns. This reimbursement
will include any advertising agency commissions for
placing the ads in local media. These advertising
campaigns must use BPA-supplied materials, including:
1. Bill board artwork suitable for silkscreen
2. 2 ad slicks for newspaper/magazine adver-
tisements
3. 2 60-second radio commercial masters
Fifty percent of all costs for production and
space or time charges for any other advertising
materials featuring the Super GOOD CENTS Program.
It will include any advertising agency commissions for
placing the ads in local media.
Fifty percent of the costs of Super GOOD CENTS
specialty items supplied by SEI or other vendor.
Fifty percent of materials and production costs for
exhibits, posters, banners, and other material used
for trade shows, fairs, open house, or demonstrations
to promote Super GOOD CENTS homes and the Super GOOD
CENTS Program will be reimbursed. Such reimbursement
will not include travel costs, staffing, or booth fees
for trade shows.
TOTAL REIMBURSEMENT FOR PERIOD OF PERFORMANCE
ENDING 9-30-85 (NOT TO EXCEED)
958 .
10. PAYMENT. Payment will be made upon submission of invoices and proofs of
purchase and performance by the Contractor to the COFR for review,
certification by the COTR, and forwarding to BPA's Disbursement Audit Section,
Attn: DTJC.
ll. GOVERNMENT-FURNISHED SUPPLIES AND SERVICES. Listed in Attachment 1 to
this Agreement is a list of government-furnished supplies and services. If
the Agreement is terminated, the Contractor will return all
government-furnished supplies on hand within sixty (60) days of the
termination date to: Ernie Bonner, BPA - KT, P.O. Box 3612, Portland, OR
97208.
12. COORDINATION OF ADVERTISING CAMPAIGNS. BPA will operate a regionwide
Super GOOD CEN~ advertising campaign in the service areas of utilities which
have signed this Agreement. This mass media campaign will be coordinated with
the utility to insure that timing, messages, and media used are complementary
and agreeable to all parties.
ATTACHMENT 1
GOVERNMENT-FURNISHED SUPPLIES AND SERVICES
BPA agrees to provide the Contractor the following items on or before the date
shown:
ITEM SUPPLY/SERVICE
0
6.
7.
8.
lO.
ll.
12.
13.
Super GOOD CENTS logotype
Super GOOD CENTS Graphics Manual and
Advertising Guide
Super GOOD CENTS Construction Handbook 3~
Super GOOD CENTS Marketing & Program 3
Implementation Guide
Super GOOD CENTS Home Buyers' Guide
Super GOOD CENTS Builders' Guide
Assorted miscellaneous promotional items 1
"Teaser Campaign" Media Package 1
consisting of:
3 print advertisement slicks
1 30-second radio spot
1 billboard advertisement layout
Advertising Campaign Media Package 1
consisting of:
3 print advertisement slicks
1 30-second radio spot
1 billboard advertisement layout
1 30-second television spot
Additional media material developed by or 1
for BPA for use in the media activities
associated with the Super GOOD CENTS
Program will also be made available at
the request of, the Contractor
Software disk, containing the BPA 1
selected home analysis software--
Contractor may choose either Apple,
MS-DOS (IBM), or CPA microcomputer
formats. Other software use must be
approved by SEI as accurately distin-
guishing Model Conservation Standard
homes
Technical and marketing training
sessions for Contractor personnel at
various times and places within the
BPA service area.
Builder training sessions to which
Contractor send local builders at various
times & places within the BPA service
area, as mutually agreed'between the
Contractor and the Training Contractors
(States)
qUANTITY . U,,NIT DATE
1 each 9/24/84
3 each 12/17/84
each 1/16/85
each 1/16/85
each 12/17/84
each 12/17/84
pkg. 11/15/84
each 2/15/85
each 2/15/85
each as developed
each 12/17/84
3/1/85
3/1/85
(WP-KT-3512V)
ATTACHMENT 2
ADVERTISING SPECIFLCATIONS
To qualify for reimbursement under the provisions of Clause 9, Special
Provisions - Intergovernmenta) Agreement, advertising must meet the
specifications outlined below:
A. Media Specifications
Newspaper. All general-interest daily, Sunday and weekly_ne~s-
papers qualify automatically, provided they originate and
circulate in the utility's service area, and their rates and
circulation can be verified through independent audit. For
approval of other newspapers, send a copy of the publication, the
retail rate card, and the publisher's circulation statement to the
COTR, Ernie Bonner, BPA - KT, P. O. Box 3621, Portland, OR 97208.
®
Radio/Television. Only spot co~ercials qualify; program
sponsorships do not qualify. Broadcast spots must be a minimum
length of 20 seconds.
B. Advertisement Specifications
1. Utilities may use any newspaper, radio, TV, outdoor, or direct
mail advertising produced and supplied to them by BPA.
2. All utility-produced advertising will meet the standards spelled
out in the Super GOOD CENTS Graphics Manual and Advertising Guide.
Utility-produced newspaper advertisements must have prior approval
from BPA. Submit comprehensive layout, including artwork and
printing specification, and finished copy, to the COTR.
Utility-produced radio or television commercials must have prior
approval from BPA. Submit storyboard and finished script for
television, finished script for radio.
5. Utility-produced literature must have'prior approval from BPA.
Submit comprehensive layout and finished copy.
C. Deadline specifications
Advertising must appear between Oct. l, 1984 and Sept· 30, 1985.
(WP-KT-3512V)
ATTACHMENT THREE
LICENSE AGREEMENT
THIS AGREEMENT made this J~day of
198~, by and between SOUTHERN ELECTRIC INTERNATIONAL, INC.,
a subsidiary of The Southern Company, duly organized under
the laws of Delaware and having its principal place of
business at 3500 Piedmont Road, Atlanta, Georgia (herein-
after referred to as "SEI"), and The City of Ashland
, a Municipality duly or-
ganized under the laws of Oregon and havings its
principal office at City Hall. Ashland, Oregon 97520
(hereinafter sometimes referred to as "Licensee").
WHEREAS, Gulf Power Company, a subsidiary of The Southern
Company and an affiliate of SEI, has developed and implemented
a residential energy conservation program for promotion and
certification of certain homes meeting the criteria of the
program, herein referred to as the Good Cents Program; and
WHEREAS, Gulf Power Company is the owner of, and has
the exclusive right to use, license and otherwise authorize
use of certain certification marks, trademarks, service
marks and related goodwill, copyrights, know-how, proprietary
information and other materials which are used in the Good
Cents Program; and
WHEREAS, Gulf Power Company has authorized its affiliate,
SEI, to license, control and otherwise make available to
other entities all certification marks, trademarks, service
marks, copyrights, and other materials and services used in
the Good Cents Program; and
~EREAS, the Good Cents Program of energy conservation
has received national recognition and is widely recognized
as an extremely effective program for energy conservation;
and
WHEREAS, the Bonneville Power Administration has entered
into an agreement dated September 4, 1984, with SEI to
provide for the implementation of the Good Cents Program to
utilities, including Licensee, and
WHEREAS, Licensee is desirous of implementing the Good
Cents Program for customers in its service area.
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and obligations contained herein, the
parties agree as follows:
1. Term of License. This license shall be effective
only so long as the agreement between the Bonneville Power
Administration and SEI, dated September 4, 1984, remains
in effect. In addition, the effectiveness of this License
Agreement is subject to the terms specified herein.
2. Certification Mark, Service Mark, and Trademark
License. Subject to the terms and conditions specified in
this License Agreement, SEI hereby grants to Licensee a non-
exclusive, non-transferrable license to use the current
certification marks for the Good Cents Program, and any
other trademarks, service marks, or certification marks used
in the Good Cents Program for residential customers of
-2-
Licensee, or in conjunction with promotion of said use. The
current certification marks are:
Good Cents Home (Federal Registration No. 1,111,117)
Good Cents with Design (Federal Registration No.
1,278,459)
Super Good Cents
This license shall remain in effect only so long as this
License Agreement remains in force.
3. Use of Marks. The certification marks licensed
herein shall be used only to certify residential structures
meeting the energy conservation criteria provided by or
approved by SEI. In order to protect the goodwill associated
with the licensed marks, and in order to prevent any deception
or confusion to the public, Licensee shall use the Good Cents
Program in accordance with the standards and requirements of
energy conservation, production, appearance and service as
described in documents provided for the Good Cents Program by
SEI, or as are from time to time mutually agreed to by the
parties. Licensee understands and agrees that SEI has granted
or will grant similar or identical licenses to other utility
licensees, some of whom may have service areas bordering on
licensees service area. Licensee agrees to refrain from
advertising the Super Good Cents program in and around its
service area in a manner which employes comparison with
programs of other SEI licensees. Ail Federally registered
marks shall include the registration notice: ® . For marks
not presently federally registered, Licensee shall commence
using the registration notice at a reasonable time after SEI
-3-
or product to which the claim relates, whichever amount is
larger. SEI shall not be liable to Licensee for incidental,
indirect, special, or consequential damages of any nature.
10. Notices. Any notices required or. permitted to be
given under this License Agreement shall be deemed suffi-
ciently given if mailed by registered or certified mail,
postage prepaid, addressed to the party to be notified at
its principal place of business shown at the beginning of
this License Agreement, or at such other address as may be
furnished in writing to the notifying party.
11. Applicable Law. This License Agreement shall be
interpreted in accordance with the laws of the State of
Georgia.
IN WITNESS WHEREOF, SOUTHERN ELECTRIC INTERNATIONAL,
INC. and The City of Ashland have caused this
instrument to be executed by their respective duly authorized
officers, as of the day and year first above written.
ATTEST:
city Recorde~
ATTEST:
Title: Mayor, City of Ashland
Title:~
-6-
.................................. Authemicated Copy
AGREEMENT
1. AGREEMENT NO.
DE-A ! 79-85 BP 20716
4.1$SUEDTO:
City of Ashland
City Hall
Ashland, OR
tlA. AGREEMENT TYPE:
_ ( ) Intaragency
( ) Intraagency
{~ Intergovernmental
( ) Customer
97520
PRINCIPALCONTACTS
Technical: Dick Wanderscheid
Pho,e: 503-482-3211 ext. 280
Adn~n~rat~:Dick Wanderscheid
Phone: 503-482-3211 ext. 280
MODIFICATION NO.
2. EFFECTIVE DATE
FEB ~ ~ ISt85
ISSUED BY:
U.S. Department of Energy
Bonneville Power Administration
P.O. Box 3621
Portland, Oregon 97208
7. PRINCIPAL CONTACTS
Technical: Ernie Bonnet
Phone: (503) 230-5487
Administrative:Henry Garc i a
Phone: (503) 230-4393
3. PROCUREMENT
REQUEST NO.
79-84BP19464
THIS AGREEMENT WAS NEGOTIATED PURSUANT TO:
[] 31 U.S.C. 686(a) (Federal)
E~ 16 U.S.C. 832a(Q (Customer)
~ 16 U.S.C. 832g (Other)
[]
9. ACCOUNTING INFORMATION (BPA USE ONLY):
KT 25 74120 970-459
IO. TITLEANDBRIEFDESCRIPTIONOFWORKTOBEPERFORMEDUNDERTHISAGREEMENT:
SUPER GOOD CENTS PROMOTION PROGRAM. In accordance with the attached terms and
conditions and upon execution of a License Agreement (Attachment 3) between tee
Contractor and Southern Electric International, Inc. (SEI), BPA grants to the~'
Contractor the right to use the present certification marks of the Super GOOD CENTS
Progr..am, and any future trademarks, service marks, or certification marks used in
the Program, for residential customers of the Contractor, or in conjunction with th(
promotion of said use. (Continued on pg. 3.)
The ~lowing documents am attached to and become a pa~ of this Agreement:
1. General Provisions - Intergovernmental Agreements (on reverse, pg. 2)
2. Special Provisions - Intergovernmental Agreements (pgs. 3-6)
3. Attachment 1 - Government-Furnished Supplies & Services (1 pg.)
4. Attachment 2 - Advertising Specifications b Instructions (1 pg.)
5. Attachment 3 - License Agreement (6 pgs.)
11. AMOUNT TO BE PAiD BY BPA: S NTE 2 g 5 g, 12. AMOUNT TO BE PAID BPA: $
Submit SF-1081 or other invoice to:
"-:r_-.~:!!!_-Pc'~'~rAdm!~!-_tr-_t!:.-. See Clause 7 of the
~ Special Provisions
. __ ,,-,._. _ r_~c__~ _%~__~_
13. EFFECTIVE PERIOD OF AGREEMENT:
This Agreement will be effective from the date in Block 2 until
Sept: 30. lqR5
14. SIGNAT.~R.~ PARTICIPANT:
NAMEAND~TLEOFSIGNER~ypeorPrim)
L. Gordon Medaris
Mayor, City of Ashland
DATE SIGNED
Accounting Information: / '""
SF 1081 to be submitted to.' ~/'
Name
Address
15. U.S. DEPT. OF ENERGY, BONNEVILLE POWER ADMINISTRATION
NAME AND TITLE OF SIGNER ~y~ or Pmnt)
Joa~D. Mo~ensen
ContaCting Officer
DATE SIGNED
IFA 1311 AUG. 1983
GENERAL PROVISIONS- INTERGOVERNMENTAL AGREEMENTS
1. OFFICIALS NOT TO BENEFIT (FPR 1-7.102-17)
No member of or delegate to Congress, or resident Commissioner, shal~ be admitted to any share or part of this agreement,
or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this agreement if made with a
corporation for its general benefit. ·
2. COVENANT AGAINST CONTINGENT FEES (FPR 1-1.503)
The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this agreement
upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide em-
ployees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of secudng busi-
ness. For breach or violation of this warranty the Government shall have the dght to annul this agreement without liability or in
its discretion to deduct from the pdce or consideration, or otherwise recover, the full amount of such commission, percentage,
brokerage, or contingent fee. :..
3. CONVICT LABOR (FPR 1-12.204)
In connection with the performance of work under this agreement, the Contractor agrees not to employ any person under-
going sentence of imprisonment except as provided by Public Law 89-176, September 10, 1965, (18 U.S.C. 4082(c)(2)) and
Executive Order 11755, December 29, 1973.
4. ORDER OF PRECEDENCE.
In the event of an inconsistency between provisions of the agreement, the inconsistency shall be resolved by giving prec~
dence as follows:
"(a) schedule; (b) statement of work; (c) the general provisions; (d) other provisions of the agreement, whether incorporated
by reference or otherwise; (e) contractor's technical proposal, if incorporated in the agreement by reference or otherwise.
5. EQUAL OPPORTUNITY
The Contractor will not discriminate against any emploYee or applicant for employment because of race, color, religion,'sex,
or national odgin. The Contractor will take affirmative action to insure that applicants are employed, and that employees are
treated during employment, without regard to their race, color, religion, sex, or national odgin. Such action will include, but not
be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or ter-
mination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
The Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, as amended by Execu-
~ve Order No. 11357 of October 13, 1967, and of the rules, regulations, and relevant orders of the Secreta~ of Labor.
SPECIAL PROVISIONS - ~NTERGOVERNMENTAL AGREEMENT
1. USE OF MARKS. The certification marks identified herein shall be used
only to certify residential structures or manufactures meeting the Model
Conservation Standards established in the Northwest Conservation and Electric
Power Plan.
2. MAINTENANCE OF STANDARDS. The Contractor is responsible for assuring that
Super GOOD CENTS homes 'certified by the Contractor in this Program meet the
Model Conservation Standards with respect to energy efficiency. As provided
for in a separate License Agreement (Attachment 3), SEI may take such measures
as it deems necessary to assure that the Contractor's use of the Super GOOD
CENTS certification marks meets that standard.
3. OPTION TO RENEW. This Agreement may be renewed annually by written
consent of both parties for a total of three years beyond the original period
of performance.
4. MODIFICATION. This Agreement may be modified by mutual written consent of
both parties via an Agreement Modification.
5. TERMINATION. This Agreement may be terminated by either party by its
60-day written notice to the other party.
6. CONTRACTING OFFICER'S REPRESENTATIVE, CONTRACTING OFFICER'S TECHNICAL
REPRESENTATIVE, AND CONTRACTING OFFICER~'FIELD REPRESENTATIVE. The 'following
individuals are designated as the Contracting Officer's Representative (COR),
Contracting Officer's Technical Representative (COTR), and Contracting
Officer's Field Representative (COFR). Their addresses, phone numbers and a
description of their duties and responsibilities are also given.
ao
Contracting Officer's Representative. (COR).
The designated COR is'Henry Garcia.
Address BPA - EMRI, P.O. Box 3612, Portland, OR 97208.
Phone number (503) 230-4393.
The COR shall have all the rights, powers and privileges of the
Contracting Officer necessary to the administration of this Agreement;
however, the COR is not empowered to execute contract modifications.
Contractin9 Officer's Technical Representative (COTR).
The designated COTR is Ernie Bonner '
Address is BPA - KT, P. O. Box 3612, Portland, OR 97208.
Phone number (503) 230-5487.
The COTR is the authorized representative of the Contracting Officer
for technical actions performed in relation to the contract. This
includes the functions of l) interpretation of technical
specifications; 2) approval and certification of Contractor's
invoices; and 3) rejection of nonconforming services and materials.
The COTR is not authorized to act for the Contracting Officer in the
following matters pertaining of the contract: l) contract
modifications that change the contract price, technical specifications
or time for performance; and 2) suspension or termination of the
Contractor's right to proceed.
Contracting Officer's Field Representative (COFR).
The designated COFR is Ray Wikey - O?O
Address BPA Eugene District Office, 211E 7th, Suite' 206, Eugene, Or
97~01
Phone number (5o3) 68V-6955
The COFR is the authorized representative of the Contracting Officer
who will be the initial and primary point of contact between BPA and
the Contractor for ma~ters arising out of this Agreement. The COFR's
functions include field review of the Contractor's activities, and
receipt and review of Contractor's invoices for forwarding to the COTR
for certification.
7. INVOICES FOR PAYMENT. Contractor's invoices and accompanying proof of
purchase and performance (see below) will be forwarded for feview~t6the COFR
named above. After COFR review and approval, the COFR will forward invoices
to the COTR for further review and certification for payment. To qualify for
reimbursement, all claims must include proof of purchase (billing from
advertising agency or, if ads are not placed by an agency, the medium's bill
to the utility), and proof of performance (documentation that the ad actually
ran). The following are considered proofs of purchase and performance.
Newspaper. A full-page tear sheet of each ad, with the advertising
agency's itemized billing for space charges plus any commissions, is
required. Where the same ad ran in more than one newspaper, a single
tear sheet of each different sized or titled ad, with an affidavit as
to newspaper and date ad ran, will suffice.
Radio/Television. The advertising agency's itemized billing, to
include station invoice showing the length of each commercial, its
costs, and the total cost at lowest contract rate less all discounts.
Each script broadcast must show an ANA/RAB (for radio) or ANA/TVB (for
television) affidavit of performance certified by the station on the
script itself.
Direct Mail. A copy of the mailer, the printer's invoice, and postal
receipts for the quantity mailed are required. For other methods of
distribution, a paid invoice stating the cost and quantity distributed.
Outdoor. An affidavit containing a location list, contract dates,
invoic~ amount, and photos of the co-op advertisement from'the outdoor
advertising company is required.
e. Other Media. Both paid invoice and evidence of performance are
required.
8. REPORTING REQUIREMENTS. The Contractor agrees to make its records on
number and type of Super GOOD CENTS homes certified available for inspection
by BPA or its representative. This information is required in order to
evaluate the Super GOOD CENTS Program.
9. SCHEDULE OF ITEMS. A Contractor's total 12-month (or period ending Sept.
30 of each contract year} reimbursement allowance will be 50 cents per the
Contractor's residential electricity customer, as reported in the monthly
utility historical data base maintained in BPA's Division of Power
Requirements. BPA will use the most recent data available in this data base
at the time Contractor signs this Agreement. Contractor may allocate this
maximum allowance among the categories specified in Items A - D below as they
see fit, allocating up to 100 percent of the allowance in any one category or
dividing the allowance in some fashion among all categories.
ITEM
m
REIMBURSEMENT ALLOWANCE
100 percent of all costs for production of Super
GOOD CENTS site ~igns and award certificates.
Be
100 percent of all costs of media time and space
for utility "teaser" campaigns. This reimbursement
will include any advertising agency commissions for
placing the ads in local media. These advertising
campaigns must use BPA-supplied materials, including:
1. Bill board artwork suitable for silkscreen
2. 2 ad slicks for newspaper/magazine adver-
tisements
3. 2 60-second radio commercial masters
Fifty percent of all costs for production and
space or time charges for any other advertising
materials featuring the Super GOOD CENTS Program.
It will include any advertising agency commissions for
placing the ads in local media.
De
Fifty percent of the costs of Super GOOD CENTS
specialty items supplied by SEI or other vendor.
Fifty percent of materials and production costs for
exhibits, posters, banners, and other material used
for trade shows, fairs, open house, or demonstrations
to promote Super GOOD CENTS homes and the Super GOOD
CENTS Program will be reimbursed. Such reimmursement
will not include travel costs, staffing, or booth fees
for trade shows.
TOTAL REIMBURSEMENT FOR PERIOD OF PERFORMANCE
ENDING 9-30-85 (NOT TO EXCEED)
2,958.
10. PAYMENT. Payment will be made upon submission of invoices and proofs of
purchase and performance by the Contractor to the COFR for review,
certification by the COTR, and forwarding to BPA's Disbursement Audit Section,
Attn: DTJC.
ll. GOVERNMENT-FURNISHED SUPPLIES AND SERVICES. Listed in Attachment 1 to
this Agreement is a list of government-furnished supplies and services. If
the Agreement is terminated, the Contractor will return all
government-furnished supplies on hand within sixty (60) days of the
termination date to: Ernie Bonner, BPA - KT, P.O. Box 3612, Portland, OR
97208.
12. COORDINATION OF ADVERTISING CAMPAIGNS. BPA will operate a regionwide
Super GOOD CENTS advertising campaign in the service areas of utilities which
have signed this Agreement, This mass media campaign will be coordinated with
the utility to insure that timing, messages, and media used are complementary
and agreeable to all parties.
6
ATTACHMENT 1
GOVERNMENT-FURNISHED SUPPLIES AND SERVICES
BPA agrees to provide the Contractor the following items on or before the date
shown:
ITEM SUPPLY/SERVICE QUANTITY UNIT DATE
1. Super GOOD CENTS logotype 1 each 9/24/84
2. Super GOOD CENTS Graphics Manual and 3 each 12/17/84
6.
7.
8.
10.
ll.
12.
13.
Advertising Guide
Super GOOD CENTS Construction Handbook
Super GOOD CENTS Marketing & Program
Implementation Guide
Super GOOD CENTS Home Buyers' Guide
Super GOOD CENTS Builders' Guide
Assorted miscellaneous promotional items
"Teaser Campaign" Media Package
consisting of:
3 print advertisement slicks
1 30-second radio spot
1 billboard advertisement layout
Advertising Campaign Media Package
consisting of:
3 print advertisement slicks
1 30-second radio spot
1 billboard advertisement layout
1 30-second television spot
Additional media material developed by or
for BPA for use in the media activities
associated with the Super GOOD CENTS
Program will also be made available at
the request of the Contractor
Software disk, containing the BPA
selected home analysis software--
Contractor may choose either Apple,
MS-DOS (IBM), or CPA microcomputer
formats. Other software use must be
approved by SEI as accurately distin-
guishing Model Conservation Standard
homes
Technical and marketing training
sessions for Contractor personnel at
various times and places within the
BPA service area.
Builder training sessions to which
Contractor send local builders at various
times & places within the BPA service
area, as mutually agreed'between the
Contractor and the Training Contractors
(States)
each 1/16/85
3 each 1/16/85
loo each 12/17/84
~0 each 12/17/84
1 pkg. 11/15/84
1 each 2/15/85
1 each 2/15/85
1 each as developed
1 each 12/17/84
3/1/85
3/1/85
(WP-KT-3512V)
ATTACHMENT 2
ADVERTISING SPECIFLCATIONS
To qualify for reimbursement under the provisions of Clause 9, Special
Provisions - Intergovernmenta) Agreement, advertisin9 must meet the
specifications outlined below:
A. Media Specifications
Newspaper· All general-interest daily, Sunday and week)y_news-
papers qualify automatically, provided they originate and
circulate in the utility's service area, and their rates and
circulation can be verified through independent audit. For
approval of other newspapers, send a copy of the publication, the
retail rate card, and the publisher's circulation statement to the
COTR, Ernie Bonner, BPA - KT, P. O. Box 3621, Portland, OR 97208.
o
Radio/Television. Only spot con~nercials qualify; program
spOnsorships do not qualify. Broadcast spots must be a minimum
length of 20 seconds.
B. Advertisement Specifications
1. Utilities may use any newspaper, radio, TV, outdoor, or direct
mail advertising produced and supplied to them by BPA.
2. All utility-produced advertising will meet the standards spelled
out in the Super GOOD CENTS Graphics Manual and Advertising Guide.
Utility-produced newspaper advertisements must have prior approval
from BPA. Submit comprehensive layout, including artwork and
printing specification, and finished copy, to the COTR.
Utility-produced radio or television commercials must have prior
approval from BPA. Submit storyboard and finished script for
television, finished script for radio.
5. Utility-produced literature must have'prior approval from BPA.
Submit comprehensive layout and finished copy.
C. Deadline specifications _
Advertising must appear between Oct. l, 1984 and Sept. 30, 1985.
(WP-KT-3512V)
ATTACHMENT THREE
LICENSE AGREEMENT
THIS AGREEMENT made this ~day of ~~___,
198,b, by and between SOUTHERN ELECTRIC INTERNATIONAL, INC.,
a subsidiary of The Southern Company, duly organized under
the laws of Delaware and having its principal place of
business at 3500 Piedmont Road, Atlanta, Georgia (herein-
after referred to as "SEI"), and The City of Ashland
, a Municipality duly or-
ganized under the laws of Oregon and havings its
principal office at City Hal%~, Ashland. Oregon 97520
(hereinafter sometimes referred to as "Licensee").
WHEREAS, Gulf Power Company, a subsidiary of The Southern
Company and an affiliate of SEI, has developed and implemented
a residential energy conservation program for promotion and
certification of certain homes meeting the criteria of the
program, herein referred to as the Good Cents Program; and
WHEREAS, Gulf Power Company is the owner of, and has
the exclusive right to use, license and otherwise authorize
use of certain certification marks, trademarks, service
marks and related goodwill, copyrights, know-how, proprietary
information and other materials which are used in the Good
Cents Program; and
WHEREAS, Gulf Power Company has authorized its affiliate,
SEI, to license, control and otherwise make available to
other entities all certification marks, trademarks, service
marks, copyrights, and other materials and services used in
the Good Cents Program; and
~EREAS, the Good Cents Program of energy conservation
has received national recognition and is widely recognized
as an extremely effective program for energy conservation;
and
WHEREAS, the Bonneville Power Administration has entered
into an agreement dated September 4, 1984, with SEI to
provide for the implementation of the Good Cents Program to
utilities, including Licensee, and
WHEREAS, Licensee is desirous of implementing the Good
Cents Program for customers in its service area.
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and obligations contained herein, the ~.
parties agree as follows:
1. Term of License. This license shall be effective
only so long as the agreement between the Bonneville Power
Administration and SEI, dated September 4, 1984, remains
in effect. In addition, the effectiveness of this License
Agreement is subject to the terms specified herein.
2. Certification Mark, Service Mark, and Trademark
License. Subject to the terms and conditions specified in
this License Agreement, SEI hereby grants to Licensee a non-
exclusive, non-transferrable license to use the current
certification marks for the Good Cents Program, and any
other trademarks, service marks, or certification marks used
in the Good Cents Program for residential customers of
-2-
Licensee, or in conjunction with promotion of said use. The
current certification marks are:
Good Cents Home (Federal Registration No. 1,111,117)
Good Cents with Design (Federal Registration No.
1,278,459)
Super Good Cents
This license shall remain in effect only so long as this
License Agreement remains in force.
3. Use of Marks. The certification marks licensed
herein shall be used only to certify residential structures
meeting the energy conservation criteria provided by or
approved by SEI. In order to protect the goodwill associate~
with the licensed marks, and in order to prevent any deception
or confusion to the public, Licensee shall use the Good Cents
Program in accordance with the standards and requirements of
energy conservation, production, appearance and service as
described in documents provided for the Good Cents Program by
SEI, or as are from time to time mutually agreed to by the
parties. Licensee understands and agrees that SEI has granted
or will grant similar or identical licenses to other utility
licensees, some of whom may have service areas bordering on
licensees service area. Licensee agrees to refrain from
advertising the Super Good Cents program in and around its
service area in a manner which employes comparison with
programs of other SEI licensees. Ail Federally registered
marks shall include the registration notice: ® . For marks
not presently federally regisnered, Licensee shall commence
using the registration notice at a reasonable time after SEI
-3-
notifies Licensee of federal registration, and the notice will
not be used prior to federal registration.
4. Right of Inspection and Termination for Failure to
Maintain Standards. In order to facilitate.such assistance
and to ensure compliance with specifications and standards
set forth in this License Agreement, Licensee shall allow
representatives of SEI to review Licensee's use of the Good
Cents Program certification marks, and shall make available
to such representatives any pertinent information requested.
If SEI at any time finds the use by Licensee of the marks
licensed hereunder in violation of this Agreement, then SEI
may notify Licensee in writing of such deficiencies, and if
Licensee fails to correct or eliminate such deficiencies
within thirty (30) days of such notice, SEI may at its
election declare this License Agreement terminated.
5. ~opyright Licenses. SEI hereby grants to Licensee
a limited license to copy any copyrighted material provided
to it under the Good Cents Program for any necessary internal
use by Licensee.
6. Proprietary Information and Know-How. Certain
materials provided to Licensee under the Good Cents Program,
whether or not copyrighted, may constitute proprietary in-
formation, unless that information becomes publicly available
through no fault of Licensee. Any materials, information or
know-how provided to Licensee under the Good Cents Program
which is designated to be Proprietary Information shall be
protected as provided in this Section. Licensee will use
all reasonable means to keep Proprietary Information
-4-
confidential and maintain the proprietary nature of any
Proprietary Information. Upon termination of this Agreement,
Licensee shall deliver to SEI all information, materials and
signs, advertising and promotional material.in its possession
related to the Good Cents Program.
7. Acknowledgement of Ownership of Marks by Gulf
Power Company. SEI warrants and represents that Gulf Power
Company owns the exclusive right, title, and interest in and
to the licensed marks and SEI is empowered to grant the
License herein. Licensee will not at any time do or cause
to be done any act or thing contesting or in any way im-
pairing or tending to impair any part of such right, title
and interest. Licensee shall not in any manner represent
that it has any ownership in said marks, and acknowledges
that use of said marks shall not create any right, title or
interest in Licensee.
8. Termination by SEI for Cause. SEI shall have the
right to terminate this License Agreement for breach of this
License Agreement if, upon notice of such breach by SEI to
Licensee in writing, Licensee fails to cure or correct such
breach within thirty (30) days after receipt of such notice.
This section shall not affect or limit SEI's other remedies
at law or equity.
9. Limitation of Liability. SEI's total liability to
Licensee for all claims of ~ny kind, whether based upon con-
tract, tort or otherwise, arising out of the performance or
breach of this License Agreement shall in no case exceed
five thousand dollars ($5,000.00) or the cost of the service
-5-
or product to which the claim relates, whichever amount is
larger. SEI shall not be liable to Licensee for incidental,
indirect, special, or consequential damages of any nature.
10. Notices. Any notices required or. permitted to be
given under this License Agreement shall be deemed suffi-
ciently given if mailed by registered or certified mail,
postage prepaid, addressed to the party to be notified at
its principal place of business shown at the beginning of
this License Agreement, or at such other address as may be
furnished in writing to the notifying party.
11. Applicable Law. This License Agreement shall be
interpreted in accordance with the laws of the State of
Georgia.
IN WITNESS WHEREOF, SOUTHERN ELECTRIC INTERNATIONAL,
INC. and The City of Ashland have caused this
instrument to be executed by their respective duly authorized
officers, as of the day and year first above written.
ATTEST:
City Recorder
ATTEST:
,CCUT!!I?_~ =_L%CT?.I£ i~.;TZFi;ATI?7.AL,
Title: Mayor, City of Ashland
-6-
Southern Electric International, Inc.
Suite 500
3500 Piedmont Road, N.E.
Atlanta, Georgia 30305
Telephone: (404) 261-47'00
Telex: 707448
3anuary 28, 1985
the southern electric system
The City of Ashland
City Hall
Ashland, OR 97520
RE: Good Cents License Agreement
Gentlemen:
Enclosed please find one fully executed copy of the Good Cents license
agreement between SEI and your utility. This copy is for your files.
Let me take this opportunity to thank you for becoming part of the Good
Cents team. We want to see the Good {Lents program be as successful for you as it
has been for us. If we here at SEI can provide any assistance to you in the areas of
promotion, implementation or training, we would be most delighted to.
If you have any question about the Good Cents program or would like
additional assistance or information, please contact Paul Bowers or Geoff
Hartman, at our Good Cents office in Pensacola, Florida (90~-43#-8~28) and they
will be happy to assist you.
Once again thank you for your support of Good Cents. We wish you every
success with your Good Cents program.
Sincerely,
Robert M. Vickery, 3r.
Manager of Project Coordination
RMV jr:md
Enclosure
CCI
W. P. Bowers
Emie Bonnet (with copy of agreement)
File
ATTACHMENT THREE
LICENSE AGREEMENT
THIS AGREEMENT made this ~_~day of ~,
198~, by and between SOUTHERN ELECTRIC INTERNATIONAL, INC.,
a subsidiary of The Southern Company, duly organized under
the laws of Delaware and having its principal place of
business at 3500 Piedmont Road, Atlanta, Georgia (herein-
after referred to as "SEI"), and The City of Ashland
, a Municipality duly or-
ganized under the laws of Oregon and havings its
principal office at City Hall, Ashland, Oregon 97520
(hereinafter sometimes referred to as "Licensee").
WHEREAS, Gulf Power Company, a subsidiary of The Southern
Company and an affiliate of SEI, has developed and implemented
a residential energy conservation program for promotion and
certification of certain homes meeting the criteria of the
program, herein referred to as the Good Cents Program; and
WHEREAS, Gulf Power Company is the owner of, and has
the exclusive right to use, license and otherwise authorize
use of certain certification marks, trademarks, service
marks and related goodwill, copyrights, know-how, proprietary
information and other materials which are used in the Good
Cents Program; and
WHEREAS, Gulf Power Company has authorized its affiliate,
SEI, to license, control and otherwise make available to
other entities all certification marks, trademarks, service
marks, copyrights, and other materials and services used in
the Good Cents Program; and
WHEREAS, the Good Cents Program of energy conservation
has received national recognition and is widely recognized
as an extremely effective program for energy conservation;
and
WHEREAS~ the Bonneville Power Administration has entered
into an agreement dated September 4, 1984, with SEI to
provide for the implementation of the Good Cents Program to
utilities, including Licensee, and
WHEREAS, Licensee is desirous of implementing the Good
Cents Program for customers in its service area.
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and obligations contained herein, the
parties agree as follows:
1. Term of License. This license shall be effective
only so long as the agreement between the Bonneville Power
Administration and SEI, dated September 4, 1984, remains
in effect. In addition, the effectiveness of this License
Agreement is subject to the terms specified herein.
2. Certification Mark, Service Mark, and Trademark
License. Subject to the terms and conditions specified in
this License Agreement, SEI hereby grants to Licensee a non-
exclusive, non-transferrable license to use the current
certification marks for the Good Cents Program, and any
other trademarks, service marks, or certification marks used
in the Good Cents Program for residential customers of
-2-
Licensee, or in conjunction with promotion of said use. The
current certification marks are:
Good Cents Home (Federal Registration No. 1,111,117)
Good Cents with Design (Federal Registration No.
1,278,459)
Super Good Cents
This license shall remain in effect only so long as this
License Agreement remains in force.
3. Use of Marks° The certification marks licensed
herein shall be used only to certify residential structures
meeting the energy conservation criteria provided by or
approved by SEI. In order to protect the goodwill associated
with the licensed marks, and in order to prevent any deception
or confusion to the public, Licensee shall use the Good Cents
Program in accordance with the standards and requirements of
energy conservation, production, appearance and service as
described in documents provided for the Good Cents Program by
SEI, or as are from time to time mutually agreed to by the
parties. Licensee understands and agrees that SEI has granted
or will grant similar or identical licenses to other utility
licensees, some of whom may have service areas bordering on
licensees service area. Licensee agrees to refrain from
advertising the Super Good Cents program in and around its
service area in a manner which employes comparison with
programs of other SEI licensees. All Federally registered
marks shall include the registration notice: ® ~ For marks
not presently federally registered, Licensee shall commence
using the registration notice at a reasonable time after SEI
notifies Licensee of federal registration, and the notice will
not be used prior to federal registration.
4. Right of Inspection and Termination for Failure to
Maintain Standards. In order to facilitate.such assistance
and to ensure compliance with specifications and standards
set forth in this License Agreement, Licensee shall allow
representatives of SEI to review Licensee's use of the Good
Cents Program certification 'marks, and shall make availsble
to such representatives any pertinent information requested.
If SEI at any time finds the use by Licensee of the marks
licensed hereunder in violation of this Agreement, then SEI
may notify Licensee in writing of such deficiencies, and if
Licensee fails to correct or eliminate such deficiencies
within thirty (30) days of such notice, SEI may at its
election declare this License Agreement terminated.
5. ~pyright Licenses. SEI hereby grants to Licensee
a limited license to copy any copyrighted material provided
to it under the Good Cents Program for any necessary internal
use by Licensee.
6. Proprietary Information and. Know-How. Certain
materials provided to Licensee under the Good Cents Program,
whether or not copyrighted, may constitute proprietary in-
formation, unless that information becomes publicly available
through no fault of Licensee. Any materials, information or
know-how provided to Licensee under the Good Cents Program
which is designated to be Proprietary Information shall be
protected as provided in this Section. Licensee will use
all reasonable means to keep Proprietary Information
-4-
confidential and maintain the proprietary nature of any
Proprietary Information. Upon termination of this Agreement,
Licensee shall deliver to SEI all information, materials and
signs, advertising and promotional material.in its possession
related to the Good Cents Program.
7. Acknowledgement of Ownershi~ of Marks by Gulf
Power Company. SEI warrants and represents that Gulf Power
Company owns the exclusive right, title, and interest in and
to the licensed marks and SEi is empowered to grant the
License herein. Licensee will not at any time do or cause
to be done any act or thing contesting or in any way im-
pairing or tending to impair any part of such right, title
and interest. Licensee shall not in any manner represent
that it has any ownership in said marks, and acknowledges
that use of said marks shall not create any right, title or
interest in Licensee.
8. Termination by SEI for Cause. SEI shall have the
right to terminate this License Agreement for breach of this
License Agreement if, upon notice of such breach by SEI to
Licensee in writing, Licensee fails to cure or correct such
breach within thirty (30) days after receipt of such notice.
This section shall not affect or limit SEI's other remedies
at law or equity.
9. Limitation of Liability. SEI's total liability to
Licensee for all claims of sny kind, whether based upon con-
tract, tort or otherwise, arising out of the performance or
breach of this License Agreement shall in no case exceed
five thousand dollars ($5,000.00) or the cost of the service
-5-
or product to which the claim relates, whichever amount is
larger. SEI shall not be liable to Licensee for incidental,
indirect, special, or consequential damages of any nature.
10. Notices. Any notices required or, permitted to be
given under this License Agreement shall be deemed suffi-
ciently given if mailed by registered or certified mail,
postage prepaid, addressed to the party to be notified at
its principal place of business shown at the beginning of
this License Agreement, or at such other address as may be
furnished in writing to the notifying party.
11. Applicable Law. This License Agreement shall be
interpreted in accordance with the laws of the State of
Georgia.
IN WITNESS WHEREOF, SOUTHERN ELECTRIC INTERNATIONAL,
The City of Ashland
INC. and have caused this
instrument to be executed by their respective duly authorized
officers, as of the day and year first above written.
ATTEST:
City Recorder
ATTEST:
Title: Mayor, City of Ashland
-6-