Vendor Information

As a condition of participating in Project Stove Swap, Vendor agrees to the following:

1. Vendor will promote the Project using only approved promotional materials provided by Environmental Initiative.

2. Vendor will not refuse to do business with customers based on income status.

3. Vendor may only defer a Customer services due to the identification of conditions which could endanger the health and/or safety of the vendor, conditions which impact the effectiveness of the new installation and/or cannot be safely or effectively abated by the Vendor or Customer.

4. Vendor will ensure and provide documentation (a photograph including the manufacturer’s label/logo if possible) that the wood appliance being replaced is not EPA certified or qualified and that the new appliance complies with all requirements of the project and is properly selected and sized for its proposed use.

5. Vendor will assist Customers in completing the initial application, including: verification of existing device eligibility, estimating quantity of wood burned, securing information on new device make/model, and submitting the application on the Customer’s behalf.

6. Vendor will provide all Customers and Environmental Initiative an itemized least cost estimate to replace and install a new appliance which, using their best professional judgment, is sized appropriately for the heating requirements, complies with industry safety standards for appliances, materials, and installation techniques, and meets all other requirements of the Project. In addition, Vendor will attest that the quote does not represent a profit margin exceeding Vendor’s current profit margin for non-incentive sales.

7. Vendor will ensure that the old appliance is removed from the premise, rendered inoperable by removal of the door or another method approved by Environmental Initiative, and recycled at a facility operating in compliance with all federal, state, and local laws and ordinances.

8. Vendor will ensure that all installations and upgrades are completed in accordance with any applicable state, county, or municipal codes/ordinances and that new appliances are properly sized to their application. Minnesota building codes, include the energy codes for residential and commercial buildings, are available here: https://www.dli.mn.gov/business/codes-and-laws/2020-minnesota-state-building-codes. Furthermore, Vendor will ensure that all devices are installed by a certified professional, such as licensed plumbers or HVAC installers, National Fireplace Institute® (NFI) professional, Chimney Safety Institute of America (CSIA) professional, or certified electrician, commensurate with the work being performed.

9. Vendor will ensure that the recipient of a new appliance receives a moisture meter and training on proper operation and maintenance of the new appliance, along with the owners’ manual. In cases where a device does not already come with a manufacturer-provided moisture meter, Environmental Initiative will purchase and provide moisture meters to vendors. This training includes distributing educational materials (provided by Environmental Initiative) explaining the benefits of proper wood burning techniques, including best practices around dry, seasoned wood, and all other topics identified by Project Stove Swap’s post-installation certification form or the appliance’s owners’ manual.

10. Vendor will provide incentives as a discount to Customers at the time of final invoicing and must submit the following forms and/or items to Environmental Initiative for each incentive in order to receive reimbursement:

• Initial incentive application.
• Post-Installation Certification Form.
• Digital color photos of the old hearth appliance, the newly installed appliance, and the old appliance rendered inoperable.
• Customer invoice showing any retailer and/or manufacturer discounts.

11. Vendor understands that incentive funds for the Project are limited and will be targeted to projects that provide the greatest emission reduction benefits, among other considerations. In order to assure funds are available, before beginning any work, Vendor must submit the Initial Incentive Application Form and receive formal confirmation of approval back from Environmental Initiative.

12. Vendor understands that neither Environmental Initiative nor Anchor Glass will assume any responsibility or liability for the removal of the appliance, the purchase and installation of replacement appliances, or any other element of the replacement process.

13. Vendor agrees to hold Environmental Initiative and Anchor Glass harmless from any disputes arising between the Vendor and the Customer and neither Environmental Initiative nor Anchor Glass can be held liable for any dispute arising from the relationship between the Customer and the Vendor.

14. Vendor agrees to inform all Customers that the Vendor, its establishment, employees and/or subcontractors are not acting as an agent of Environmental Initiative or Anchor Glass.

15. Vendor agrees to place these same requirements and restrictions, including above stated insurance requirements, on any subcontractors or installers engaged to perform work related to this Project. Additionally, subcontractors must provide an insurance certificate with Environmental Initiative listed as additional insured.

16. Environmental Initiative and the Anchor Glass name and logos are official trademarks. The use of these logos is reserved for official publications or other approved publications. Use of these logos without prior approval is prohibited. All marketing and promotional materials must be submitted to Environmental Initiative for approval prior to publication.

Actual terms of agreement will be set forth in a written contract between Contractor and Environmental Initiative. Major contract terms and vendor requirements are listed below:

1. Vendor will consult with customer to design and right-size new wood or gas heating appliances/systems, arrange removal of old wood burning appliances/systems and complete installation of new wood and gas burning appliances/systems within the seven eligible project counties in Minnesota as arranged by Environmental Initiative, conducting the work in accordance with all project guidelines, requirements, terms, and conditions as set forth in the Vendor proposal which is attached hereto and incorporated herein by this reference (the “Vendor Proposal”). This work is to be done per the terms and conditions included in Attachment A – Vendor Requirements, the Request for Proposals (RFP), application, post-installation certification form and other referenced documents. To the extent the terms of this Agreement differ from the Vendor Proposal or other project documents, the terms of this Agreement shall control.

2. As described in the RFP, project participants may be recruited by Vendor, Environmental Initiative, or by third party partners. Vendor will perform such other duties and subject to the terms and conditions as are set forth in the Vendor Proposal, and subject to applicable EPA and other federal provisions as referenced in the RFP.

3. Vendor will perform all installation work according to the schedule to be agreed to by Environmental Initiative, Vendor, and the project participant receiving the replacement appliance (the “Customer”). Unless an extension is granted in advance by Environmental Initiative, all installations must be completed by deadlines set upon the approval of an application.

4. Vendor will not begin installation until the initial application is approved and an official approval email or letter is sent from Environmental Initiative. Upon completion of the work and the submission of the post-installation certification form, Vendor will issue an invoice to Environmental Initiative for the cost of the specified appliance and approved incentive, as described in the Vendor Proposal. Environmental Initiative, in consultation with the appliance owner and the Vendor, may arrange for other billing procedures. Environmental Initiative will then promptly pay Vendor.

5. This Agreement is subject to the terms of all other project documents including Vendor Requirements (see Vendor Requirements section below), the vendor application, the post-installation certification form, additional terms and conditions of any funding agreements between Environmental Initiative and its funders, and other applicable legal requirements. Purchase orders are recognized by both parties to be legal binding contracts.

6. Vendor represents and warrants that it has not been debarred from participating in federal procurement and non-procurement projects. If during the term of this Agreement, Vendor receives notice that it is or will be debarred from such projects, it will immediately notify Environmental Initiative.

7. Vendor understands and agrees that Environmental Initiative’s role is limited to identifying project participants and arranging for payment. All other aspects of the installation are as between the Customer and Vendor. All of Vendor’s normal duties associated with its installation services, including the duty to perform with due care and in a commercially reasonable manner, run to the benefit of the Customer. Upon installation of parts and equipment, all warranty rights on parts or equipment belong to the Customer immediately and without further action.

8. This Agreement and the rights and obligations of the parties shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota without reference to the choice of law doctrine of such state. No party may assign or otherwise transfer its rights or obligations hereunder including, without limitation, by a change in the majority ownership or control of one of the parties, without the prior written consent of all other parties to this Agreement, and any such transfer or assignment without said consent shall be void. This Agreement may be amended or modified only by a writing executed by all of the parties. This Agreement may be executed and delivered by original signature or facsimile, and in one or more counterparts. This Agreement is made solely and specifically among and for the benefit of the Parties, and their successors and assigns, and no other Person will have any rights, interest, or claim hereunder or be entitled to any benefits under or on account of this Agreement, whether as a third party beneficiary or otherwise, except for the Customer as specifically set forth herein. This Agreement and any instruments referenced herein constitute the entire agreement and understanding of the parties relative to the subject matter hereof as of the date of this Agreement and replaces and supersedes any and all prior oral or written agreements, representations and discussions relating to such subject matter.

9. Vendor’s Insurance Vendor shall not commence work under this Agreement until Vendor has obtained all insurance required by this Article, nor shall Vendor allow any subVendor, as applicable, to commence work on a subcontract until all similar insurance required of Vendor hereunder has been obtained by subVendor. Vendor shall maintain, during the term of the Agreement, the following insurance policies: (i) Commercial General Liability insurance with limits of at least $1,000,000 per occurrence, $1,000,000 personal injury, $2,000,000 products/completed operations, and $2,000,000 general aggregate; (ii) Commercial Automobile Liability insurance covering owned, non-owned, and hired vehicle, with coverage for bodily injury (including wrongful death) and property damage with limits of at least $1,000,000 per accident; (iv) statutory Workers’ Compensation insurance, including Coverage A statutory coverage in all areas in which Vendor will perform services hereunder, and Coverage B employer’s liability insurance with minimum limits of $500,000 each accident, $500,000 bodily injury by disease (each person), and $500,000 bodily injury by disease (policy limit). If vendor is designing products that will be installed as a part of this project or providing purely professional services, professional liability insurance will be required. Any issues, discrepancies, or disparities in coverage requirements must be acknowledged in submitted proposals.

10. Primary Insurance With respect to liability arising out of Vendor’s performance under this Agreement, all insurance required of Vendor will be primary and not contributory with any similar insurance maintained by Environmental Initiative. Any insurance or self-insurance maintained by Environmental Initiative, its officers, directors or employees shall be excess over Vendor’s insurance and shall not contribute to it.

11. Additional Insured / Waiver of Subrogation Vendor and any subVendor’s insurance policies will include Environmental Initiative and its directors, officers, and employees as additional insureds thereunder. All such policies will waive or otherwise prohibit insurer subrogation against Environmental Initiative and all such other additional insureds. Vendor is required to obtain endorsements waiving subrogation as provided in this Section 11, but this waiver of subrogation shall apply whether or not Vendor actually obtains such waiver. Each such policy will also include a severability of interests provision.

12. Certificate of Insurance Upon Environmental Initiative’s request, Vendor shall authorize the insurance carrier to issue to Environmental Initiative a certificate of insurance showing the specific coverages and limits required by this Article, and showing Environmental Initiative and its directors, officers, and employees as additional insureds . Vendor shall provide Environmental Initiative with notice, as soon as possible (but in no event later than thirty (30) days) of any cancellation, termination, or material alteration of any such insurance policies. Prior to the expiration or cancellation of any such policies, Vendor shall secure replacement of such insurance coverage upon the same terms and shall furnish Environmental Initiative with a certificate as described above. Failure of Vendor to secure replacement coverage in the event of such cancellation, termination, or material alteration of any such insurance policies shall be a default hereunder and Environmental Initiative shall have the option to terminate this Agreement.

13. Notice Required Vendor shall notify Environmental Initiative as soon as possible but in no event later than within ten (10) days of any actual or threatened claim, action, suit or proceeding related to activities undertaken pursuant to this Agreement and shall cooperate in all respects with Environmental Initiative in the defense of any such claim, action, suit or proceeding.

14. Mutual Indemnification Each Party shall indemnify, defend and hold harmless the other Parties, any related entity, and each of their directors, officers, and employees from and against any and all claims, actions, causes of action, demands, liabilities, losses, damages, costs and expenses, including but not limited to, reasonable attorneys’ fees and interest, which any of them at any time sustain or incur (i) by reason of any negligent act or omission to act of the Party or its employees arising under this Agreement, or (ii) by reason of the failure of a Party to perform its obligations under the terms of this Agreement.