MUNICIPAL WATER DISTRICT OF ORANGE COUNTY (MWDOC) 10 - 2013

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• If the Participating Agency wishes to add additional funds for commercial Smart Timers, as stated in Table 2 herein, above the minimum amount funded by Metropolitan to increase the commercial rebate level, MWDOC will facilitate the Participating Agency's additional funding with the Program's Rebate Contractor; • Facilitating payment, through the Rebate Contractor, to both residential and commercial rebate participants who have completed the participation requirements as provided herein to the satisfaction of MWDOC; • Developing a database of information regarding Program participation, including the types of Smart Timers for which rebates are given; • Providing monthly written reports of Program activity to Participating Agency; • Invoicing Participating Agency, on a monthly basis, for the funding amount per residential Smart Timer as stated in Table 1, up to the "Not to Exceed" amount set forth in this Agreement. Invoicing will include the number of devices, the location, and the funding provided; • If Participating Agency elects to increase the commercial Smart timer rebate at the levels shown in Table 2, MWDOC will invoice Participating Agency for those associated costs up to the "Not to Exceed" amount set forth in this Agreement; • When on-site Smart Timer installation verification inspection is conducted by MWDOC's verification consultant, MWDOC will direct the verification consultant to facilitate the issuance of inspection notifications and on-site verifications for residential and commercial Smart Timers within Participating Agency's service area; • MWDOC will work with the Rebate Contractor to track rebates paid to qualified residential and commercial applicants in order to limit the total number of rebates issued within Participating Agency's service area and assure that the total of the residential "per Smart Timer" and commercial "per station" rebate contributions are within the "Not to Exceed" amounts shown in Table 1 and 2, below; • Residential or commercial rebates will be offered on a first come-first served basis while Program funding lasts. Therefore, if residential applications received from Program applicants throughout MWDOC's implementation area exhaust the number of rebates available under the Program, rebates may not be available within Participating Agency's service territory up to the maximum "Not to Exceed" number provided herein. MW DOC does not guarantee any minimum number of rebates will be available for Participating Agency's service area. • MW DOC agrees to maintain the confidentiality of Participating Agency's customer names, addresses and other information about the Program applicants gathered in connection with the Program, and will not cause or permit the disclosure of such information except as necessary to carry out the requirements of the Program. To the extent MWDOC contracts with third-party contractors to carry out all or any portion of the Program, MWDOC will require the contractors to maintain the confidentiality of said customer information. 4. Participating Agency Obligations: Participating Agency agrees to the following: • Participating Agency will use reasonable efforts to assist MWDOC with the marketing of the Program within the Participating Agency's service area. Participating Agency will distribute MWDOC-produced marketing material through its direct communication with