Southern California Edison Company
Rosemead, California
Refrigerator Recycling and Hazardous Materials Disposal Agreement
1. PARTIES
The parties to the Agreement are Appliance Recycling Centers of
America, Inc., the entity responsible for the performance of the Work
as one Party (hereinafter referred to as "Contractor"), and Southern
California Edison Company, a California Corporation (hereinafter
referred to as "Edison") as the other Party.
2. RECITALS
The Agreement is entered into with reference to the following facts,
among others:
2.1 Edison and Contractor are currently parties to a contract
dated August 19, 1993 for Contractor's performance of
refrigerator recycling and hazardous materials disposal, which
contract has been modified to date by Purchase Order K1113911,
dated November 23, 1993, and by numerous change orders (said
contract, Purchase Order, and change orders hereinafter
referred to as the "Initial Contract".)
2.2 Said Initial Contract implements a Refrigerator Recycling
Program ("Program") for the removal of older, inefficient
second refrigerators and freezers ("Refrigerators and
Freezers") from Edison Customer residences thereby reducing
the load demand on the electrical system.
2.3 Edison desires to continue and increase its efforts to reduce
the load demand on the electrical system through the further
removal of older inefficient second Refrigerators and
Freezers.
2.4 Edison desires to ensure the safe, lawful recovery and
recycling or lawful disposal, as necessary, of CFCs, PCBs, and
Hazardous Materials.
2.5 In furtherance thereof, Edison desires to increase and extend
the Program by contracting with Contractor for the
comprehensive management of the Program.
2.6 Contractor desires to contract with Edison for the continued
comprehensive management of the Program, said management to
include collection and dismantling of second Refrigerators and
Freezers; removal of CFCs, PCBs and other Hazardous Materials
from collected Refrigerators and Freezers; handling storage
and legal disposal of compressor oil, PCBs and other Hazardous
Materials; recycling of metal, sulfur dioxide, and CFCs;
providing incentives to participating Edison Customers who
relinquish second Refrigerators and Freezers; and performance
of a customer survey.
2.7 Contractor represents (i) that it has knowledge of the
Metallic Discard Act, effective January 1, 1994, which
prohibits the disposal of Refrigerators and Freezers in
landfills and requires that Refrigerators and Freezers be
shredded for metal recovery following removal of CFCs, PCBs,
and other Hazardous Materials contained in discarded
Refrigerators and Freezers, (ii) that it has knowledge of the
hazards associated with the removal, handling, storage,
recycling, and legal disposal of Hazardous Materials, (iii)
that it has experience and expertise in such removal,
handling, storage, recycling, and legal disposal, (iv) that it
uses only qualified personnel, (including subcontractor's and
agent's personnel) who have been instructed and certified in
the proper safety procedures to be used in such removal,
handling, storage, recycling, or legal disposal, and (v) that
it has purchased property and has established and will
continue to operate and maintain its recycling center on said
purchased property in the City of Xxxxxxx or other area
acceptable to Contractor and Edison.
2.8 Contractor has entered into a similar agreement with the Los
Angeles Department of Water and Power ("DWP") which contract
is due to expire on or before November 30, 1996, and may be
entering into agreements with other utilities or agencies.
2.9 The Parties hereto desire to set forth terms and conditions
under which the aforesaid management services shall be
performed and which shall constitute the Parties' agreement.
3. AGREEMENT
3.1 In consideration of the aforesaid Recitals, the mutual
covenants contained herein, the payments and agreement to be
made and performed by Edison as set forth in the pricing
schedules, attached hereto as Exhibits A and B incorporated by
reference herein, Contractor shall perform the Work and its
associated obligations as an independent contractor.
3.2 This Agreement shall be incorporated in a Purchase Order as
the terms and conditions for performing the work.
4. DEFINITIONS
4.1 Agreement: This document, the terms and conditions contained
in this Agreement as amended from time to time.
4.2 Basic Recycling Charge: Per-unit price for services performed
by Contractor under scope of work except for CFC-11 recovery
services and bond purchasing, incentive and financing
services.
4.3 CFCs: Chlorofluorocarbons
4.4 CFC-11: Chlorofluorocarbons contained in refrigerator and
freezer insulating foam.
4.5 CFC-11 Recovery Charge: Per-unit price for removal and
recycling of CFC-11 from refrigerator and freezer insulating
foam.
4.6 Change Order: Document issued by Edison to Contractor to
change a Purchase Order.
4.7 Combined Volume: Edison's Specified Volume combined with DWP's
Specified Volume for each or any Contract Year; provided,
however, that if DWP chooses not to participate in the Program
in the Second Contract Year, its Specified Volume for said
year shall be deemed to be zero.
DWP's Specified Volume for the First Contract Year is 10,000.
4.8 Comparable Programs: Utility sponsored Recycling Programs
similar to scope of work described in this Agreement.
4.9 Contract Year: The First Contract Year or the Second Contract
Year, as applicable, and/or each successive 12 month period
thereafter.
4.10 Documentation: Specifications, procedures, instructions,
reports, test results, analyses, calculations, manuals, and
other data specified in the Purchase Order, Change Order, this
Agreement, and any amendment to this Agreement, as required by
any legal entity having jurisdiction over the Work.
4.11 Edison's Specified Volume: The number of units to which Edison
commits for each or any Contract Year.
4.12 Eligible Customers: Residential customers in Edison service
territory who meet the customer eligibility criteria in
Section 7.
4.13 Eligible Freezers: Freezers that meet the Program appliance
eligibility criteria as set forth in Section 7.
4.14 Eligible Refrigerators: Second refrigerators that meet the
Program appliance eligibility criteria as set forth in Section
7.
4.15 First Contract Year: The period beginning on October 20, 1995
and ending on December 31, 1996.
4.16 Freezer: A freezer which provides supplementary cold storage
to a primary freezer or to the freezer section located within
the primary refrigerator in a residential household.
4.17 Hazardous Materials: Any substance or material which has been
designated as hazardous or toxic by the U.S. Environmental
Protection Agency, the California Department of Toxic
Substances Control and/or any other governmental agency now or
hereinafter authorized to regulate materials in the
environment, including, but not limited to "Materials which
require special handling" as defined in California Public
Resources Code Section 42167, which is contained in or is
derived from the Refrigerators or Freezers.
4.18 Other Specified Volumes: The number of units collected by
Contractor from other utilities pursuant to Comparable
Programs for any applicable year.
4.19 PCB: Polychlorinated Biphenyl
4.20 Participation Percentage: The percentage of the applicable
Specified Volume as reflected by the number of units actually
collected or paid for by either Edison or DWP.
4.21 Program: Refrigerator Recycling Program defined by this
Agreement.
4.22 Program Participants: Eligible customers who turn in
qualifying Refrigerators or Freezers.
4.23 Purchase Order: Document issued by Edison to Contractor and
executed by the Parties, which incorporates, by reference,
this Agreement.
4.24 Recycling Center: The site at which Contractor will process
Refrigerators and Freezers, remove CFCs, PCBs and other
Hazardous Materials, and recycle or legally dispose of
Hazardous Materials.
4.25 Second Contract Year: The period beginning on January 1, 1997
and ending December 31, 1997.
4.26 Second refrigerator: Surplus refrigerator utilized by customer
concurrently with primary refrigerator.
4.27 Specified Volume: The number of units to which Edison or DWP
commits for each or any Contract Year.
4.28 Subcontractor: Either an entity contracting directly with
Contractor to furnish services or materials as part of or
directly related to, the Work; or an entity contracting with
Subcontractor of any tier to furnish services or materials as
a part of, or directly related to, the Work.
4.29 Work: Any and all obligations of Contractor to be performed
pursuant to this Agreement or a Purchase Order incorporating
this Agreement, such as Refrigerator and Freezer collection,
Refrigerator and Freezer processing, handling, storing,
recycling, and legal disposal, of Hazardous Materials and
Documentation preparation.
5. CONTRACT DOCUMENTS
5.1 The contract between the Parties shall consist of the
following documents: Change Orders, Purchase Order, this
Agreement, and any amendments to this Agreement. In the event
of conflicting provisions within the contract, the provisions
of the contract shall govern in the following order:
5.1.1 Amendments to the Agreement in chronological order
from the most recent to the earliest;
5.1.2 Change Orders incorporating and reflecting any
Amendments to the Agreement in chronological order
from the most recent to the earliest.
5.1.3 This Agreement.
5.1.4 Purchase Order incorporating this Agreement.
5.2 Each party shall notify the other immediately upon the
determination of any such conflict or inconsistency.
6. SCOPE OF WORK
6.1 Contractor shall be responsible for customer services
including provision of inbound 800 telephone numbers for
Customers' use and all communication services, scheduling of
Refrigerator and Freezer collection appointments, verification
of customer and appliance eligibility, and documentation of
customer data.
6.2 Contractor shall (i) collect all Eligible Refrigerators and
Eligible Freezers from Customers' residences within 10 to 15
working days from the date of initial customer contact (unless
otherwise requested by the customer, in remote areas of the
service territory, or approved by Edison's program manager
because of program response in excess of the Edison's
Specified Volume for which approval shall not be unnecessarily
withheld, and collection shall be no later than 25 working
days from the date of the initial customer contract, unless
otherwise requested by customer), (ii) ensure Refrigerator or
Freezer is an operating unit before removal from residence,
(iii) disable the unit prior to leaving pick-up location, and
(iv) process unit at its Recycling Center.
6.3 Contractor shall be solely responsible for all methods,
techniques, sequences, and procedures for the dismantling of
Refrigerators and Freezers, processing of metal panels and
components, recycling of recovered scrap metal, removal,
recycling, or lawful disposal of Hazardous Materials.
6.4 Contractor shall be solely responsible for all methods,
techniques, sequences, and procedures for the removal and
management of all capacitors found in Refrigerators and
Freezers, and the removal and disposal of compressor oil,
PCBs, and other Hazardous Materials from the time Contractor
collects Refrigerators and Freezers pursuant to this
Agreement.
6.5 Contractor shall document and maintain records for services
under this Agreement, or the Purchase Order, incorporating
this Agreement, as follows:
6.5.1 A Customer Comment Tracking System for recording
customer inquiries, complaints, and positive
feedback.
6.5.2 Appliance Turn-in Order Form to collect data such as
customer name, address, home and work phone numbers;
utility account number, Refrigerator or Freezer
manufacturer's name; Refrigerator or Freezer model
and style; defrost type; color, size, and estimated
age of unit; location of Refrigerator or Freezer
within the residence; amperage, final disposition
code (which indicates operating condition of
Refrigerator or Freezer), identification of units
containing CFC-11; special pick-up instructions (if
applicable); and signature of customer following
customer certification that the unit is a Second
Refrigerator or Freezer in continuous use for a
minimum of six months and that in the event
refrigerator or freezer is discovered not to be an
Eligible Refrigerator or Freezer as certified,
customer acknowledges liability to Edison for
recycling costs.
6.5.3 Compilation of data in paragraphs 6.5.1 and 6.5.2 in
electronic mode, employing the Microsoft XCEL
software program.
6.6 Contractor shall conduct a customer survey, comparable to
Exhibit C, attached and incorporated by reference herein,
using a stratified purposeful sample of 5 to 20% of the
Program Participants. The stratification and frequency of the
survey may be modified periodically by Edison, provided that
an Amendment to this Agreement or a separate agreement shall
be entered into if any such modification necessitates
unreasonable labor, as substantiated by Contractor, requiring
the negotiation of a charge separate from the Basic Recycling
Charge. The purpose of the survey shall be to elicit
information such as appliance use, customer demographics and
customer satisfaction. Stratification and frequency of survey
shall be modified periodically as determined by Edison
provided modified survey is comparable to Exhibit C.
6.7 Contractor and Edison shall establish and implement a
financial incentive service as follows:
6.7.1 The incentive will be a savings bond with a face
value of Fifty dollars ($50.00) or, in the
alternative, a check in the amount of Twenty Five
Dollars ($25.00).
6.7.2 Contractor shall provide Edison with a weekly listing
for approval of Customers qualifying for bonds or
checks. Customers qualifying for the incentive are
Program Participants who turn in an Eligible
Refrigerator or Freezer for which Edison will pay a
per-unit price as set forth in paragraph 10.1.
6.7.3 Contractor shall send customer list to Minneapolis
Federal Reserve District and purchase bonds, obtain
Edison's approval for listed customers and send bonds
to customers. If the customer requests a check as an
incentive, then Contractor shall issue a check to
customer and Edison shall reimburse Contractor for
such incentives in accordance with Section 9.5.1.
6.7.4 Upon reimbursement by Edison to Contractor of the
incentives under Section 9.5.1 of this Agreement,
Edison shall be under no further obligation with
respect to reimbursement of such amounts and such
reimbursement shall constitute full payment to
Contractor on behalf of the program Participants
entitled to incentives. Moreover, upon Edison's
payment to Contractor of the amounts described above,
Contractor shall be deemed the holder of such
property as far as the interests of the Program
Participants entitled thereto are concerned for any
and all purposes, including, but not limited to,
complying with the unclaimed property laws of
California and any and all other applicable states.
At no time after such reimbursement to Contractor is
Edison to assume any responsibility for other
disposition of such amounts and shall not be entitled
to the reversion of any amounts so paid.
6.7.5 Customers eligible for the Program pursuant to
Section 7.3.4, below, shall not be entitled to
receive the bond or check incentive provided for by
this Agreement for any units otherwise eligible for
the Program.
6.8 Contractor shall provide Edison with reports for the services
performed under this Agreement as follows:
6.8.1 A monthly report, provided no later than the 15th day
of the month, listing the number of Refrigerators and
Freezers processed through the Recycling Center
during the previous month and containing size in
cubic feet, year of manufacture, style, and defrost
type.
6.8.2 A quarterly report, presented within 15 days of the
new quarter, summarizing the monthly report
information from the previous quarter and containing
environmental data such as an estimated breakdown of
amount of refrigerants recovered; number of pounds of
capacitors removed; number and size of CFC-11 units
and amount of CFC-11 recovered; amount of sulfur
dioxide recovered, amount of compressor oil recycled,
and weight of metals and nonrecyclable materials sold
for shredding.
6.8.3 A quarterly report presented within fifteen (15) days
of the new quarter summarizing the monthly Customer
Comment Tracking System information in Section 6.5.1.
6.8.4 By the 15th day of January, April, July and October
of each calendar year during the term of this
Agreement, Contractor shall provide Edison with
quarterly aging reports indicating the number of
Refrigerators and Freezers that were collected during
the preceding quarter and that were scheduled for
collection from customers during that quarter, the
date of the initial contact with the Customer, the
date or dates the appliance was scheduled for
collection, and the actual collection date.
6.8.5 Annual summary reports covering all activity
requested in quarterly reports plus information from
any incomplete quarter.
6.8.6 An annual report by January 31 of each year of all
amounts paid by Contractor in compliance with any
unclaimed property laws pursuant to Section 6.7.4,
hereof.
6.8.7 Upon reasonable written request from an authorized
representative of Edison, special and nonrecurring
reports during course of program. Such report content
will be developed by the parties in anticipation of
requests from the CPUC, Edison internal audits, or
compilation of data relevant to Rebuild LA
activities. An amendment to this Agreement or a
separate agreement shall be entered into only if any
such report necessitates unreasonable labor, as
substantiated by Contractor, requiring the
negotiation of a charge separate from the Basic
Recycling Charge.
7. Customer and Refrigerator Eligibility
7.1 Customer eligibility for the Program shall depend on the
following:
7.1.1 Customer is a resident in the Edison service
territory and occupies a single-family residential
(Domestic Rate) or multi-unit dwelling or mobile
home.
7.1.2 Customer owns the Eligible Refrigerator or Freezer or
possesses written consent from the Refrigerator or
Freezer owner to turn in Eligible Refrigerator or
Freezer.
7.1.3 Customer turns in no more than two Eligible
Refrigerators and two Eligible Freezers per year
unless written Edison approval is obtained for any
additional Refrigerator or Freezer.
7.2 Commercial customers do not qualify for the Program.
7.3 Refrigerator and Freezer eligibility for the Program shall
depend on the following:
7.3.1 Refrigerator or Freezer must be capable of cooling or
freezing, or both, as applicable, at time of
collection.
7.3.2 Refrigerator or Freezer minimum size is 10 cubic feet
and maximum size is 25 cubic feet.
7.3.3 Refrigerator or Freezer is certified by the customer
to have been in use for a minimum of six months as a
Second Refrigerator or Freezer, as the case may be.
7.3.4 Subcontractors who provide new refrigerators to
participants in Edison's Direct Assistance
Refrigerator Replacement Program may turn in the
working refrigerator that was replaced by an energy
efficient model to Contractor. The limit imposed
above under Section 7.1.3 shall not apply to such
subcontractors. No freezers may be accepted by
Contractor from such subcontractors. Subcontractors
shall be allowed to deliver replaced refrigerators to
Contractor's facilities for recycling. Refrigerators
collected pursuant to this Section 7.3.4 shall count
towards Edison's Specified Volume at a ratio of three
refrigerators collected for one Specified Volume
unit. For example, if 300 units are collected by
Contractor pursuant to this Section 7.3.4, Edison
shall receive credit for 100 units against its
Specified Volume. Contractor shall not be responsible
for determining the eligibility requirements for said
units. Contractor's record keeping requirements for
purposes of units collected pursuant to this Section
7.3.4 shall be adjusted to reflect the scope of
Contractor's work pursuant to this Section 7.3.4. All
costs associated with the Direct Assistance
Refrigerator Replacement Program, whether said costs
are Edison's costs or Contractor's costs, and whether
said costs are direct or indirect, shall not be
included for purposes of determining the TRC and UC
ratios for the Refrigerator Recycling Program
addressed and defined below in Section 19.3.
7.4 Commercial refrigerators, ammonia-containing gas
refrigerators, commercial freezers, and room air conditioners
do not qualify for the Program.
8. OWNERSHIP AND CONFIDENTIALITY
8.1 All information disclosed by Edison during meetings or
negotiations with regard to the Program, and any information
contained in drawings, specifications, technical reports, and
data provided by Edison to Contractor during performance of
this Agreement shall be held in confidence by Contractor and
used only for the performance of the Work pursuant to this
Agreement.
8.2 Contractor, its employees, and any subcontractors shall not
disclose any Program or customer information to any person
other than Edison's personnel either during the term of this
Agreement or after its completion, without Contractor having
obtained the prior written consent of Edison, except as
provided by lawful court order or subpoena and provided
Contractor gives Edison advance written notice of such order
or subpoena. Prior to any approved disclosure, persons
receiving said information, including Contractor, its
employees, or third parties, must enter into a nondisclosure
agreement with Edison. Contractor agrees to require its
employees and subcontractors to execute a nondisclosure
agreement prior to performing any services under this
Agreement.
8.3 All material provided by Edison to the Contractor during the
performance of this Agreement shall be returned to Edison
after this Agreement is terminated or at the request of
Edison. The Contractor shall not duplicate any material
furnished by Edison without prior written approval from
Edison.
8.4 All information, material, and documents prepared or caused to
be prepared under this Agreement by Contractor shall become
the property of Edison. Such information, or derivative
information, materials, and documents, shall be used by the
Contractor only for work done directly for Edison, shall not
be used in Contractor's general course of business, and shall
neither be disclosed nor revealed in any way to a third party
without the prior express written consent of Edison.
8.5 All information disclosed by Contractor to Edison during
meetings or negotiations with regard to the Program, and any
information contained in drawings, specifications, technical
reports, and data provided by Contractor to Edison during
performance of this Agreement, shall be held in confidence by
Edison, and used only in relation to the Work pursuant to this
Agreement.
8.6 Except as required by the CPUC, Edison, its employees and any
subcontractors of Edison shall not disclose any confidential
or proprietary information of Contractor ("Contractor's
Confidential Information") to any person other than
Contractor's personnel, either during the term of the
Agreement, or after its completion, without having obtained
the prior written consent of Contractor. By way of example,
Contractor's Confidential Information shall include, without
limitation, Contractor's systems for oil degassing, CFC
recovery, CFC-11 recovery and Contractor's computer software.
Prior to any approved disclosure, persons to receive
Contractor's Confidential Information, including Edison, its
employees or any third-party, must enter into a nondisclosure
agreement with Contractor. Edison agrees to require its
employees to execute appropriate nondisclosure agreements
prior to any contact with, or evaluation of Contractor's
Confidential Information.
8.7 Edison agrees that, without the prior written consent of
Contractor, it will not, during the term or after termination
of this Agreement, directly or indirectly, disclose to any
individual, corporation, or other entity, or use for its own
or such other's benefit, any of Contractor's Confidential
Information, whether reduced to written or other tangible
form, which:
8.7.1 Is not generally known to the public or in the
industry;
8.7.2 Has been treated by the Contractor or any of its
subsidiaries as confidential or proprietary; and
8.7.3 Is of a competitive advantage to Contractor or any of
its subsidiaries and in the confidentiality of which
the Contractor or any of its subsidiaries has a
legally protectable interest.
8.8 Contractor's Confidential Information which becomes generally
known to the public or in the industry, or, in the
confidentiality of which, the Contractor and its subsidiaries
cease to have a legally protectable interest, shall cease to
be subject to the restrictions of this Paragraph 8.
9. COMMERCIAL TERMS
9.1 Payment
No payment shall be made under this Agreement until Edison has
received a signed "Acceptance Copy" of the Purchase Order from
Contractor. Edison shall pay to Contractor, as full
compensation for completing the Work, the prices set forth in
Exhibits A and B in accordance with the payment provisions set
forth in paragraphs 9.2 through 9.7.
9.2 Summary of Charges
9.2.1 Basic Recycling Charge Edison shall pay to Contractor
a per-unit Basic Recycling Charge for the greater of
the number of units collected, or specified per
section 9.3.2 below, pursuant to this Agreement at
the price or prices set forth in Section 9.3 below.
The Basic Recycling Charge covers the scope of work
described in paragraph 6.1 through 6.9 excluding
CFC-11 Recovery and Bond or incentive purchasing and
financing services.
9.2.2 CFC-11 Recovery Charge Edison shall pay to Contractor
a per-unit CFC-11 Recovery Charge for the greater of
the number of units collected, or specified in
section 9.3.2 below, pursuant to this Agreement at
the price or prices set forth in Section 9.4, below.
9.2.3 Bond or Incentive Cost and Finance Charges. Edison
shall pay to Contractor bond and incentive costs and
finance charges as specified in Section 9.5, below.
9.2.4 Other Charges. All other costs for services shall be
negotiated between the parties and implemented by an
amendment to the Agreement.
9.3 Pricing - Basic Recycling Charge
9.3.1 The per-unit Basic Recycling Charge to be paid by
Edison for the First Contract Year and the Second
Contract Year shall be as set forth on Exhibit A and
is based upon the Combined Volume of units specified
by Edison and DWP prior to the commencement of each
such Contract Year. If DWP enters into an agreement
with Contractor to extend its agreement, or enters
into a new agreement, for a Comparable Program, for
the Second Contract Year, then the per-unit Basic
Recycling Charge to be paid by Edison for the Second
Contract Year shall be as set forth on Exhibit "A"
and shall be based upon the Combined Volume of units
specified by Edison and DWP.
9.3.2 On or prior to the commencement of each Contract
Year, Edison shall commit to, and notify Contractor
of the number of units it wishes Contractor to
collect for the ensuing year ("Edison's Specified
Volume"). Contractor shall obtain a similar number
from DWP each such year ("DWP's Specified Volume"),
provided that DWP has decided to participate that
year. The combination of Edison's Specified Volume
and DWP's Specified Volume shall be defined as the
Combined Volume. The price column on Exhibit A
applicable for such Contract Year shall be identified
by that number of units most closely approximating
and equal to or less than the Combined Volume chosen
by Edison and DWP.
9.3.3 Units collected from Edison's customers or paid for
by Edison and units collected from DWP's customers or
paid for by DWP and Other Specified Volumes shall all
be counted toward the Combined Volume and as units
collected on Exhibit A within the pricing column
determined in subsection 9.3.2, above, applicable for
said year.
9.3.4 Edison's Specified Volume for each of the First and
Second Contract Years for purposes of subsection
9.3.2 shall be 30,000 units. Units collected in
connection with Edison's Direct Assistance
Refrigerator Replacement Program under Subsection
7.3.4 shall be counted towards Edison's Specified
Volume at the rate of three units collected pursuant
to Subsection 7.3.4 to equal one unit counted towards
Edison's Specified Volume.
9.3.5 Edison shall receive a $5.00 per unit credit against
the Basic Recycling Charge for the first 15,271 units
collected after July 31, 1996, excluding units
collected pursuant to Subsection 7.3.4.
9.4 Pricing - CFC-11 Recovery Charge
9.4.1 The per-unit CFC-11 Recovery Charge to be paid
by Edison shall be as set forth on Exhibit B,
assuming an initial experience rate of 48%. The price
column on Exhibit B, applicable for such Contract
Year, shall be identified by that number most closely
approximating, and equal to or less than, the
Combined Volume chosen for such Contract Year. If the
DWP enters into an agreement with Contractor to
extend its agreement, or enter into a new agreement,
for a Comparable Program, then the per unit CFC-11
Recovery Charge to be paid by Edison for the Second
Contract Year shall be as set forth on Exhibit B and
shall be based upon the Combined Volume of units
specified by Edison and DWP. Edison and Contractor
are exploring other methods of cost recovery of the
per-unit CFC-11 Recovery Charge from that provided in
this Subsection. If other methods are identified
which are reasonably agreeable to Edison and
Contractor, then the parties hereto agree to
participate in good faith negotiations to further
amend this Agreement to provide for such alternative
method or methods of cost recovery of the CFC-11
Recovery Charge. In no event shall such alternative
cost recovery method result in an increase in the
per-unit fee of CFC-11 Recovery Charge paid to
Contractor.
9.4.2 At the end of each quarter, Contractor shall adjust
its pricing for such quarter to reflect the
difference between the actual number of units
processed containing CFC-11 foam and the estimated
number of such units. Contractor shall immediately
invoice or credit Edison accordingly.
9.5 Pricing - Bond or Incentive Costs and Finance Charges
9.5.1 Edison shall reimburse Contractor for the cost of
each bond or incentive payment distributed to Program
Participants.
9.5.2 Edison shall pay to Contractor monthly interest at
the rate of three-quarter of one percent (0.75%) on
the average monthly balance of the outstanding bond
or incentive costs.
9.6 Combined Volume Commitment
In any Contract Year in which the Combined Volume is not
achieved, and if Edison has not met it Specified Volume for
such year, Edison shall pay to Contractor a Basic Recycling
Charge and CFC-11 Recovery Charge on its proportionate share
of the shortfall with said share determined by the process
described in 9.6.2.
9.6.1 The shortfall shall be determined by subtracting from
the Combined Volume all units collected from Edison
and DWP for said year and further subtracting Other
Specified Volumes.
9.6.2 In any year in which DWP has decided to participate
in the Program, the shortfall shall be paid by Edison
and/or DWP in full in accordance with the following:
9.6.2.1 The utility (Edison or DWP) with the
lower Participation Percentage will
contribute to said shortfall until its
Participation Percentage equals the
higher Participation Percentage of the
other utility.
9.6.2.2 The Participation Percentage shall be
determined by dividing either Edison's
or DWP's actual units collected or paid
for by Edison's or DWP's Specified
Volume respectively.
Actual Units
------------
Specified Volume
9.6.2.3 The remaining shortfall, if any, after
application of 9.6.2.1 and 9.6.2.2 will
be paid by Edison and/or DWP on a pro
rata basis consistent with the ratio of
the Specified Volume to the Combined
Volume.
Specified Volume
----------------
Combined Volume
9.6.2.4 In any year in which DWP has decided not
to participate in the Program, the
shortfall as determined pursuant to
Section 9.6 shall be paid by Edison.
9.6.3 In no Contract Year shall Edison's payment pursuant
to this Section 9.6 exceed its Specified Volume.
9.6.4 For purposes of this Section 9.6 the CFC-11 Recovery
Charge shall be calculated upon actual percentage
results achieved from the most recent quarter
applicable to said year (or in absence thereof, 20%)
at the pricing column in Exhibit B.
EXAMPLE:
9.6.4.1 Edison's Specified Volume for year 1 is
60,000
9.6.4.2 DWP's Specified Volume for year 1 is 15,000
9.6.4.3 Combined Volume = 75,000
9.6.4.4 Other Specified Volume = 6,000
9.6.4.5 Units actually collected for Edison = 30,000
9.6.4.6 Units actually collected for DWP = 9,000
9.6.4.7 Shortfall = Combined Volume (75,000) -Other
Specified Volume (6,000) - Units collected
for Edison (30,000) - Units collected for
DWP (9,000) = 30,000
75,000 - 6,000 - 30,000 - 9,000 = 30,000
9.6.4.8 Contractor is entitled to 30,000 from Edison
and/or DWP
9.6.4.9 Edison's Participation Percentage =
Actual Units Collected or Paid For
----------------------------------
Specified Volume
= 30.000
------
60,000 = 50%
Edison has achieved half of its
Participation Percentage.
9.6.4.10 DWP's Participation Percentage =
9,000 = 60%
-----
15,000
DWP has achieved 60% of its Participation
Percentage.
9.6.4.11 Edison must first contribute to the
shortfall until its Participation Percentage
reaches DWP's Participation Percentage or
until Edison reaches its Specified Volume.
For Edison to reach DWP's Participation
Percentage of 60%, Edison must add 6000
units to the units actually collected for
Edison.
30,000 (actually collected) + 6000 units = 60%
----------------------------------------
60,000
9.6.4.12 A shortfall of 24,000 still remains (30,000
less 6000 paid for by Edison) and is divided
between Edison and DWP:
Edison's Specified Volume (60,000) = 80%
----------------------------------------
Combined Volume (75,000)
DWP's Specified Volume (15,000) = 20%
-------------------------------------
Combined Volume (75,000)
Thus: Edison pays 80% of 24,000 = 19,200
DWP pays 20% of 24,000 = 4,800
Edison has paid for 55,200 units (30,000 +
6,000 + 19,200) and Edison's final
contribution, as a percentage of its
Specified Volume, is equal to
55,200 = 92%
------
60,000
DWP has paid for 13,800 units (9,000 +
4,800) and DWP's final contribution, as a
percentage of its Specified Volume, is equal
to 13,800 = 92%
------
15,000
9.7 Miscellaneous
9.7.1 Contractor agrees that any agreement it has, or in
which it may enter with other utilities or agencies
for a recycling program, shall not detrimentally
affect Contractor's services under this Agreement.
9.7.2 Edison and Contractor agree that the number of units
collected for Edison between October 20, 1995 and
December 31, 1995 equals 5,207 units (the "1995
Units"), and that the 1995 Units shall be counted
towards Edison's Specified Volume for the First
Contract Year. The per-unit Basic Recycling Charge to
be paid by Edison for the 1995 Units shall be $110.00
per-unit, less a $5.00 per unit credit.
9.8 Pricing - Direct Assistance Refrigerator Replacement Program
Contractor shall be paid by Edison for residential
refrigerators delivered to Contractor for recycling as part of
Edison's Direct Assistance Refrigerator Replacement Program
for the 1996 and 1997 program year as follows:
Description Fixed Unit Price
----------- ----------------
Basic Recycling Charge for$28.50
1996 and 1997 program years
CFC-11 Recovery Charge forPer Exhibit B
1996 and 1997 program years
10. BILLING
10.1 Contractor shall submit a weekly invoice reflecting the
per-unit charge for the refrigerators and freezers collected,
processed, and recycled, the CFC-11 units processed, and for
the purchase and approval of U.S. Savings Bonds and
incentives. Contractor shall apply a per-unit charge on units
that have been disabled and only for the following
transactions:
10.1.1 Collection of an Eligible Refrigerator or Freezer.
10.1.2 Collection contact made for Eligible Refrigerator or
Freezer that cannot be removed due to obstruction
because of size or structural barrier provided that
Contractor obtains written permission from Customer
to permanently disable said unit, and Contractor then
permanently disables the unit.
10.1.3 Collection of an oversized Eligible Refrigerator or
Freezer that requires additional trips, personnel, or
equipment to execute removal. Additional services for
removal of an oversized Eligible Refrigerator or
Freezer shall be charged as a single appointment with
no extra charge for said additional services.
10.1.4 Collection of an Eligible Refrigerator or Freezer
that could not be inspected for eligibility
confirmation.
10.2 Contractor shall submit a final invoice in hard copy and in
electronic format acceptable to Edison, for each Contract
Year. The final invoice shall reflect the credit applied to
Edison for collection of refrigerators from DWP or any other
source, if any.
10.3 Contractor shall apply a 25% per unit discount to the Basic
Recycling Charge to any additional units when two or more
refrigerators or freezers are removed during a single
collection appointment from Customer's residence. Said
discount shall be clearly documented and identified in
Contractor's invoice. This Subsection shall not apply to units
collected pursuant to Subsection 7.3.4, above.
10.4 Contractor shall submit a weekly invoice for the purchase
price of the bonds and for other incentive payments and a
monthly invoice for the interest charge identified in
paragraph 9.5.
10.5 Edison shall make payment (less any unsubstantiated or
incorrect charge):
10.5.1 For bond and check incentive services within thirty
days of receipt of invoice by Edison's Accounts
Payable Department.
10.5.2 Of Basic Recycling Fee and CFC-11 Recovery Fee the
first of each month for the prior month's invoiced
services.
11. RIGHT TO AUDIT
Edison, or its Authorized Representative, shall have the right and free
access, at any reasonable time during normal business hours, to
examine, audit, and copy all Contractor's records and books as related
to Contractor's obligations under this Agreement, including, but not
limited to, verification of costs to Edison, as claimed by Contractor.
12. CHANGES
12.1 Changes to this Agreement shall be made by mutual agreement of
the Parties through a written amendment to the Agreement,
which shall be incorporated into the Purchase Order by Change
Order.
13. PERMITS, CODES, AND STATUTES
13.1 Contractor shall perform the Work set forth in this Agreement
in accordance with all applicable Federal, state, and local
laws, rules, and/or ordinances. Prior to performance of any
services, Contractor shall, at its own cost, have obtained,
and shall have required all Subcontractors to obtain, all
licenses and permits required by law, rule, regulation, and
ordinance, or any of them, to engage in the activities
required in connection with this transaction. Contractor also
represents and warrants that, to the best of its knowledge,
based upon reasonable and prudent inquiry, any storage site
and any disposal facility to which the Hazardous Materials may
be moved are in compliance with any and all federal, state and
local laws and regulations pertaining thereto and that such
storage sites and disposal facilities are suitable and may
lawfully receive and/or dispose of the Hazardous Materials.
13.2 Contractor shall comply with all applicable local, state, and
federal safety and health laws in effect on the date of this
Agreement, including, but not limited to, EPA, California EPA,
RCRA, the Occupational Safety and Health Act of 1970 (OSHA),
and all standards, rules, regulations, and orders issued
pursuant to such local, state, and federal safety and health
laws. Should any such law, rule, or regulation be enacted or
promulgated subsequent to the date of this Agreement, which
renders Contractor's performance impractical, Contractor and
Edison shall, in good faith, negotiate an amendment to this
Agreement reasonably compensating Contractor for its
additional costs; provided, however, that the requirement in
Section 19.3 of this Agreement that the TRC and UC ratios each
be 1.0 or greater continue to be met.
14. WARRANTY
Contractor warrants to Edison that the Work shall be performed in a
competent manner, in accordance with this Agreement, and that the
acceptance, handling, storage, recycling, and disposal of the
Refrigerators and Freezers and the Hazardous Materials shall be in
accordance with (i) the requirements of this Agreement and (ii) the
applicable local, state, and federal laws and regulations in effect at
the time of the work performed.
15. TITLE
15.1 Title to the Hazardous Materials shall pass to Contractor when
Contractor collects refrigerators and freezers from customers.
15.2 Title of collected Refrigerators and Freezers shall pass to
Contractor.
16. INSURANCE
16.1 Without limiting Contractor's liability to Edison, including
the requirements of Section 18.0 Indemnity, Contractor shall
maintain for the Work, and shall require that each
Subcontractor of the first tier maintain, at all times during
the Work and at its own expense, valid and collectible
insurance as described below. This insurance shall not be
terminated, expire, not be materially altered, except on
thirty days prior written notice to Edison. Contractor shall
furnish Edison with certificates of insurance on forms
acceptable to Edison and shall require each Subcontractor of
the first tier to furnish Contractor with certificates of
insurance, as evidence that policies do provide the required
coverages and limits of insurance listed below. Such
certificates shall be furnished to Edison's Program Manager by
Contractor by January 1 of each Contract year upon receipt of
the Purchase Order, but in any event prior to start of the
Work for each Contract Year, and by Subcontractor for the
first tier upon receipt of its subcontract, but in any event
prior to start of its portion of the Work. Any other insurance
carried by Edison, its officers, agents, and employees, which
may be applicable, shall be deemed to be excess insurance, and
Contractor's insurance shall be deemed primary for all
purposes notwithstanding any conflicting provision in
Contractor's policies to the contrary.
(i) Workers' Compensation Insurance with statutory
limits, as required by the state in which the Work is
performed, and Employer's Liability Insurance with
limits of not less than $5,000,000. Carriers
furnishing such insurance shall be required to waive
all rights of subrogation against Edison, its
officers, agents, employees, and other contractors
and subcontractors.
(ii) Comprehensive Bodily Injury and Property Damage
Liability Insurance, including owners' and
contractors' protective liability, product/completed
operations liability, contractual liability, and
coverage for liability incurred as a result of sudden
and accidental discharge, dispersal, release or
escape of polluting materials, (excluding automobile)
with a combined single limit of not less than
$3,000,000 for each occurrence. Such insurance shall:
(a) acknowledge Edison, its officers, agents, and
employees, and additional insureds; (b) be primary
for all purposes; and (c) contain standard
crossliability provisions.
(iii) Automobile Bodily Injury and Property Damage
Liability Insurance with a combined single limit of
not less than $3,000,000 for each occurrence. Such
insurance shall cover liability arising out of the
use by Contractor and Subcontractors of owned, non
owned and hired automobiles in the performance of the
Work. As used herein, the term "automobile" means
vehicles licensed or required to be licensed under
the Vehicle Code of the state in which the Work is
performed. Such insurance shall acknowledge Edison as
an additional insured and be primary for all
purposes.
(iv) Environmental Impairment Expense Insurance with
a combined single limit of not less than $5,000,000
for each occurrence and overall limits of
$10,000,000. Such insurance shall provide coverage
for necessary costs or expense of removing,
cleaning-up, transporting, nullifying, and rendering
ineffective, or any of them, any substance which has
caused environmental impairment and such insurance
shall contain no exclusions for non-sudden and/or
non-accidental discharge, release or escape of
polluting materials. Such insurance shall acknowledge
Edison as an additional insured and be primary for
all purposes.
Contractor shall report immediately to Edison and
confirm in writing any injury, loss, or damage
incurred by Contractor or Subcontractors in excess of
$500.00, or its receipt of notice of any claim by a
third party in excess of $500.00, or any occurrence
that might give rise to such claim.
If Contractor fails to comply with any of the
provisions of this Section 16.0, Contractor shall, at
its own cost, defend, indemnify, and hold harmless
Edison, its officers, agents, employees, assigns, and
successors in interest, from and against any and all
liability, damages, losses, claims, demands, actions,
causes of action, costs, including attorney's fees
and expenses, or any of them, resulting from the
death or injury to any person or damage to any
property to the extent that Edison would have been
protected had Contractor complied with all of the
provisions of this Section.
17. ADDITIONAL PARTICIPATION LEVELS
Contractor acknowledges that the Program funding for the First Contract
Year and the Program funding for the Second Contract Year contemplated
by this Agreement are subject to approval by the California Public
Utilities Commission ("CPUC").
Edison shall take all reasonable actions necessary to apply for and
obtain funding for the First Contract Year and for the Second Contract
Year at 50,000 units for each of said years and to take reasonable
actions necessary to obtain Customer participation for such years at
such levels provided that the TRC and UC ratios required under Section
19.3 are still met. Edison shall not take any action before the CPUC
which could be reasonably calculated to influence the CPUC or any
board, division, committee or member thereof to reject Edison's
proposed funding of the Program, at the level of 50,000 units per year,
for the First Contract Year and 50,000 units for the Second Contract
Year. In addition to such other efforts as Edison shall take to
encourage Customer participation in the Program, Edison shall spend not
less than Five Hundred Thousand Dollars ($500,000) in both the First
Contract Year and not less than an additional Five Hundred Thousand
Dollars ($500,000) in the Second Contract Year for advertising and
promotion of the Program. Contractor acknowledges and understands that
Edison's annual forecast advice filing for the Second Contract Year
(due October 1, 1996 to the CPUC) shall not reflect an amount greater
than Edison's Specified Volume for the Second Contract Year.
18. INDEMNITY
18.1 Contractor shall, at its own cost, indemnify, defend,
reimburse, and hold harmless Edison, its officers, directors,
employees, agents, assigns, and successors in interest, from
and against any and all liability, damages, losses, claims,
suits, demands, actions, causes of action, costs, expenses,
including attorney's fees and expenses, or any of them
resulting from the death or injury to any person or damage to
or destruction of any property caused by Contractor,
Subcontractors, and employees, officers and agents of either
Contractor or Subcontractors, or any of them, and arising out
of or attributable to the performance or nonperformance of
Contractor's obligations under this Agreement and including,
without limitation, failure to comply fully with every
federal, state, or local law, statute, regulation, rule,
ordinance, or government directive which directly or
indirectly regulates or affects the handling, storage,
recycling, or disposal of the Hazardous Materials to be
managed by Contractor hereunder. In all cases of death or
injury to employees, officers or agents of either Contractor
or Subcontractors, whether or not caused by Contractor, Edison
shall be indemnified by Contractor for any and all liability
except to the extent such death or injury results from the
negligence of Edison.
18.2 Contractor shall, at its own cost, indemnify, defend,
reimburse, and hold harmless Edison, its officers, directors,
employees, and agents, assigns, and successors in interest,
from and against any and all liability imposed upon, or to be
imposed upon Edison, under any law imposing liability for the
environmental clean-up of the Hazardous Materials at any
location (other than Edison's property) where the Hazardous
Materials have been placed, stored or disposed of in the
performance or nonperformance of Contractor's obligations
under this Agreement, or any other site to which the Hazardous
Materials have migrated.
18.3 The indemnities set forth in this Section 18.0 shall not be
limited by the insurance requirements set forth in Section
16.0.
19. TERM AND TERMINATION
19.1 This Agreement shall commence on the date hereof and shall
continue in effect until December 31, 1997, or until
Contractor has picked up all units called in prior to December
31, 1997, whichever is later. This Agreement may be extended
as agreed to in writing by the parties.
19.2 Either Party may terminate the Agreement for cause by 180 days
advance written notice, and failure to cure, to the other
Party. If the default has not been cured within said time
period, the non-defaulting party may declare this contract
terminated, effective the last day of said notice period.
Contractor shall be paid for its services rendered to the date
of said termination with all required specified volumes
prorated to the date of termination.
FOR EXAMPLE:
Notice of Termination March 1. Termination effective September
1. Edison's Specified Volume 30,000. Edison's prorated
Specified Volume 22,500. Actual units collected from Edison
customers 17,500. Other Specified Volume, prorated to
September 1, is 500.
Edison pays for 22,500 units (since greater than actual number
collected) less any units invoiced and for which Edison has
already paid and less 500 Other Specified Volume Units.
19.3 Under Rule No. 6 of the CPUC's Adopted Rules, Terms and
Definitions for DSM Programs, as adopted in D.00-00-000, the
CPUC requires that the Program's Total Resource Cost ("TRC")
ratio and Utility Cost ("UC") ratio each be 1.0 or greater.
Edison and Contractor are working together on Program design,
and measurement and evaluation, and alternative sources of
cost recovery of the per-unit CFC-11 Recover Charge in an
effort to ensure that the Program will have TRC and UC ratios,
each, of 1.0 or greater for the Second Contract Year. Edison
and Contractor agree that all costs associated with the Direct
Assistance Refrigerator Replacement Program, including,
without limitation, any Edison costs or any Contractor costs,
whether direct or indirect, shall not be included for purposes
of determining the TRC and UC ratios for the Refrigerator
Recycling Program described herein.
At the same time that Edison provides a draft of its annual
forecast advice filing (due October 1, 1996 to the CPUC) to
Edison's Policy Advisory Group (approximately thirty (30) days
prior to October 1, 1996), Edison shall provide Contractor
with Edison's preliminary forecast of the TRC ratio and UC
ratio for the Program's Second Contract Year, along with
assumptions pertinent to said determination. If the TRC and UC
ratios are forecasted to be less than 1.0, then Edison shall
provide Contractor with all reports, findings, research data,
assumptions, summaries and other information or data pertinent
to said determination. If the TRC ratio and the UC ratio are
each not 1.0 or greater, Edison shall work with Contractor to
determine if the TRC and UC ratios for the Second Contract
Year are correct. If upon preparation of Edison's annual
forecast advice filing (due October 1, 1996 to the CPUC),
Edison still reasonably determines that, despite the foregoing
efforts, the Program for the Second Contract Year is
forecasted not to achieve a TRC ratio and UC ratio each of at
least 1.0 or greater, Edison shall have the right to terminate
this Agreement upon 30 days prior written notice to Contractor
with respect to the Second Contract Year only. In the event
the Agreement is terminated pursuant to this Subsection, then
Edison shall be released from any and all of its obligations
under this Agreement for the Second Contract Year only,
including, but not limited to, payments to Contractor for
Edison's Specified Volume for the Second Contract Year.
19.4 Edison shall have the right to terminate this Agreement by 30
days advance written notice to Contractor upon CPUC mandate,
or upon depletion of the amount of funding authorized by the
CPUC for each of the First Contract Year and Second Contract
Year. In the event the Agreement is terminated upon CPUC
mandate, Edison shall pay Contractor all amounts owed under
the Agreement as of 30 days after Edison's written notice to
Contractor of the CPUC's mandate (the "Termination Date"). In
such event, Edison shall only be obligated to pay Contractor
for such Refrigerators and Freezers actually collected by
Contractor for recycling as of the Termination Date, and shall
not be obligated to pay Contractor for units not collected but
which would otherwise be required to be paid for as units
comprising Edison's Specified Volume.
19.5 In the event of termination pursuant to Section 19, Contractor
and Edison shall work cooperatively to facilitate the
termination of the Program.
19.6 Each Party shall immediately provide at no cost to the other
any testimony, or any communications with the CPUC, or any
board, division, committee or member thereof, which could
reasonably be anticipated to effect the Program or which
addresses the Program in any manner.
20. SUBCONTRACTS
20.1 Contractor shall contractually require each Subcontractor of
the first tier providing service in connection with the Work
to be bound by general terms and conditions protecting Edison
which are equivalent to the terms and conditions of this
Agreement.
20.2 Contractor shall, at all times, be responsible for the Work,
and acts and omissions, of Subcontractors and persons directly
or indirectly employed by them for services in connection with
the Work. The Purchase Order and this Agreement shall not
constitute a contractual relationship between any
Subcontractor and Edison nor any obligation for payment to any
Subcontractor.
21. CALIFORNIA PUBLIC UTILITIES COMMISSION
This Agreement and the Purchase Order incorporating this Agreement
shall at all times be subject to such changes or modifications by the
CPUC as it may from time to time direct in the exercise of its
jurisdiction.
22. NON-WAIVER
None of the provisions of the Agreement shall be considered waived by
either Party unless such waiver is specifically stated in writing.
23. ASSIGNMENT
Neither party shall delegate or assign the Agreement, or any Purchase
Order incorporating this Agreement, or any part or interest thereof,
without the prior written consent of the other Party, and any
assignment without such consent shall be void and of no effect.
24. FORCE MAJEURE
Failure of Contractor to perform any of the provisions of this
Agreement by reason of any of the following shall not constitute an
event of default or breach of this Agreement: strikes, picket lines,
boycott efforts, earthquakes, fires, floods, war (whether or not
declared), revolution, riots, insurrections, acts of God, acts of
government (including, without limitation, any agency or department of
the United States of America), acts of the public enemy, scarcity or
rationing of gasoline or other fuel or vital products, inability to
obtain materials or labor, or other causes which are reasonably beyond
the control of the Contractor.
25. GOVERNING LAW
The contract shall be interpreted, governed, and construed under the
laws of the State of California as if executed and to be performed
wholly within the State of California.
26. SECTION HEADINGS
Section headings appearing in this Agreement are for convenience only
and shall not be construed as interpretations of text.
27. SURVIVAL
Notwithstanding completion or termination of the Work, of this
Agreement, any amendment to the Agreement, or of any Purchase Order or
Change Order, the Parties shall continue to be bound by the provisions
of this Agreement and any Purchase Order incorporating this Agreement,
amendment to this Agreement and Change Orders, which by their nature
shall survive such completion or termination. Such provisions shall
include, but not be limited to, Contractor's indemnity protecting
Edison from any liability for environmental clean up as provided in
Section 18 of this Agreement.
28. NONRELIANCE
Neither party has relied upon any representation, warranty, projection,
estimate or other communication from the other not specifically so
identified in this Agreement.
29 ATTORNEYS' FEES
In the event of any legal action or other proceeding between the
parties arising out of this Agreement or the transactions contemplated
herein, the prevailing party in such legal action or proceeding shall
be entitled to have and recover from the other party all costs and
expenses incurred therein, including reasonable attorneys' fees.
30. COOPERATION
Each of the parties agrees to cooperate with the other in whatever
manner reasonably required to facilitate such parties' successful
completion of the Agreement.
31. ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding between
the Parties and merges and supersedes all prior representations and
discussions pertaining to the Agreement, including Contractor's
proposal. Any changes, exceptions, or different terms and conditions
proposed by Contractor, or contained in Contractor's acknowledgment of
the Agreement, or Change Order, are hereby rejected unless expressly
stated in the Agreement or incorporated by a Change Order.
CONTRACTOR:
APPLIANCE RECYCLING CENTERS SOUTHERN CALIFORNIA
OF AMERICA, INC. EDISON COMPANY
By: _________________________ By: __________________________
Its:_____________________ Its:_____________________
Dated as of __________________ Dated as of __________________
