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HomeMy WebLinkAboutContract 35667 CITY SECRETARY �Z CONTRACT NO. TXU ELECTRIC DELIVERY 2007 COMMERCIAL & INDUSTRIAL STANDARD OFFER PROGRAM STANDARD CONTRACT This Commercial & Industrial Customer Standard Offer Program Contract (the "Agreement") is made and entered into by and between TXU ELECTRIC DELIVERY COMPANY, a Texas corporation, (hereinafter "TXU Electric Delivery'), and the CITY OF FORT WORTH, TEXAS, (hereinafter "Project Sponsor') for the purpose of delivering demand and energy savings from efficiency measures installed at Traffic Signals, Number: CIR2007-01575 (the "Project"). Project Sponsor and TXU Electric Delivery are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties". WHEREAS, TXU Electric Delivery has developed a demand-side Commercial & Industrial Standard Offer Program for its large commercial and industrial customer classes (the "SOP"); and WHEREAS, the SOP seeks to procure energy and peak demand savings through the installation and operation of energy efficiency measures at the facilities of such customers; and WHEREAS, the Project Sponsor has developed a plan for participation in the SOP through a set of proposed energy efficiency measures that will produce consistent and predictable energy and peak demand savings over a ten-year period. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I - DEFINITIONS 1.1 "Affiliate" shall mean (1) a person who directly or indirectly owns or holds at least 5.0% of the voting securities of an energy efficiency service provider; (2) a person in a chain of successive ownership of at least 5.0% of the voting securities of an energy efficiency service provider; (3) a corporation that has at least 5.0% of its voting securities owned or controlled, directly or indirectly, by an energy efficiency service provider; (4) a corporation that has at least 5.0% of its voting securities owned or controlled, directly or indirectly, by: (a) a person who directly or indirectly owns or controls at least 5.0% of the voting securities of an energy efficiency service provider; or (b) a person in a chain of successive ownership of at least 5.0% of the voting securities of an energy efficiency service provider; or (5) a person who is an officer or director of an energy efficiency service provider or of a corporation in a chain of successive ownership of at least 5.0% of the voting securities of an energy efficiency service provider; (6) a person who actually exercises substantial influence or control over the policies and actions of an energy efficiency service provider; (7) a person over which to TEX J energy efficiency service provider exercises the control described in subparagraph (6) of this paragraph; (8) a person who exercises common control over an energy efficiency service provider, where "exercising common control over an energy efficiency service provider' means having the power, either _ directly or indirectly, to direct or cause the direction of the management or policies of an energy efficiency service provider, without regard to whether that power is established through ownership or voting of securities or any other direct or indirect means; or (9) a person who, together with one or more persons with whom the person is related by ownership, marriage or blood relationship, or by action in concert, actually exercises substantial influence over the policies and actions of an energy efficiency service provider even though neither person may qualify as an affiliate individually. For the purposes of this Agreement, all references to "energy efficiency service provider' shall mean Project Sponsor. 1.2 "Approved" shall mean approved by TXU Electric Delivery 1.3 "Contract Documents" shall mean (1) the Project Sponsor's approved Initial Application ("IA"), attached hereto as Attachment A and incorporated herein by reference, (2) the Project Sponsor's approved Final Application ("FA"), attached hereto as Attachment B and incorporated herein by reference, (3) this Agreement, and (4) the 2007 Commercial & Industrial Standard Offer Program Manual (the "SOP Manual"), together with any and all other exhibits, addenda, or amendments referenced in the Contract Documents or made a part thereof in accordance with this Agreement; as the same may be amended from time to time. To the extent of any conflict between this Agreement and any other - Contract Documents, the terms of this Agreement shall prevail. 1.4 "Customer" shall mean a large commercial or industrial distribution system customer of TXU Electric Delivery that owns or leases facilities at a Project Site. For the purposes of this Agreement, a large commercial customer shall mean a retail commercial customer with a demand that exceeds 100 kW; a customer's load within TXU Electric Delivery's service territory that is under common ownership shall be combined for the purpose of determining demand. Eligible energy efficiency Measures installed at multiple facilities owned by the same commercial customer are eligible for incentives under this program if the total demand associated with these facilities exceeds 250 kW. 1.5 "Demand Savings" shall mean the maximum one-hour average demand reduction, expressed in kilowatts (kW), that results only from those Measures included in the Project Sponsor's approved FA and that occurs when the Measures are operating at peak conditions during the summer period. The summer period is defined as Monday through Friday, between the hours of 1 PM and 7 PIA Central Standard Time from May 1 through September 30, excluding federal holidays. Any demand savings that may result from Measures installed or activities completed by the Project Sponsor that are not included in the approved FA will be excluded from this definition and are not eligible for payment under the SOP. Demand savings will be calculated based upon savings over and above standard efficiency equipment and not in relationship to existing equipment, except in cases where no standards exist. Equipment standard efficiencies are ASHRAE 90.1-1989, ICEE 2004, and the TXU Electric Delivery Standard Lighting Wattage Table, unless the equipment being removed is more efficient than these standards. 1.6 "Energy Savings" shall mean the amount of annual (one-year) electric energy reduction, expressed in kilowatt-hours (kWh), that results only from those Measures included in the Project Sponsor's approved FA. Any energy savings that may result from Measures installed or activities completed by the Project Sponsor that are not included in the approved FA will be excluded from this definition and are not eligible for payment under the SOP. Energy savings will be calculated based upon savings over and above standard efficiency equipment and not in relationship to existing equipment, except in cases where no standards exist. Equipment standard efficiencies are ASHRAE 90.1-1989, ICEE 2004, and the TXU Electric Delivery Standard Lighting Wattage Table, unless equipment being removed are more efficient than these standards. 1.7 "Estimated Demand Savings" and "Estimated Energy Savings" shall mean the savings estimated to be produced by Project Sponsor in the approved FA. 1.8 "Estimated Payment Amount" is the amount included in the approved FA related to Estimated Demand Savings and Estimated Energy Savings. 1.9 "Measure" shall mean new equipment, material, or systems installed pursuant to the Project that when installed and used at a Project Site result in a measurable and verifiable reduction in purchased electric energy consumption, measured in kWh, or peak demand, measured in kW, or both, that meet the requirements of the Contract Documents, and that, in the determination of TXU Electric Delivery or the Public Utility Commission of Texas ("PUCT'), meet the requirements of PUCT Substantive Rule 25.181 and 25.184. 1.10 "Measured Demand Savings" and "Measured Energy Savings" shall mean the Demand Savings and the Energy Savings derived from the Measures installed at the Project Site as determined in accordance with the Measurement and Verification Plan, and as documented in a Savings Report approved by TXU Electric Delivery. 1.11 "Measurement and Verification Plan" shall mean a plan submitted with the FA and approved by TXU Electric Delivery to measure and verify Demand Savings and Energy Savings. 1.12 "Performance Period" shall mean the period lasting no longer than twelve (12) months following approval of the Installation Notice, during which measurement and verification activities take place. 1.13 "Project Site" shall mean the location of a Customer's facilities where approved _ Measures will be installed and from which Demand Savings and Energy Savings will be obtained. 1.14 "Customer and Project Sponsor Agreement' shall mean the agreement signed by the Project Sponsor and Customer that complies with Article 4.1 of this Agreement. 1.15 "Prudent Electrical Practices" shall mean those practices, methods, standards and equipment commonly used in prudent Electrical engineering and operations to operate Electrical equipment lawfully and with safety, dependability and efficiency and in accordance with the National Electrical Safety Code, the National Electrical Code and any other applicable federal state and local codes; provided, however, in the event of a conflict, the applicable federal, state or local code shall govern. ARTICLE II - TERM AND TERMINATION 2.1 The term of this Agreement shall commence on the date of execution by TXU Electric Delivery (the "Effective Date") and, unless otherwise terminated as set forth herein, shall continue in force and effect until December 31, 2007 or until payment by TXU Electric Delivery or Project Sponsor of all Performance Payments due pursuant to Article 7.4 hereinbelow, whichever is later; provided, however, that the provisions in this Agreement related to confidentiality, warranties, indemnity, audits and records, and intellectual property will survive termination. ARTICLE III - ACKNOWLEDGEMENT OF PROGRAM REQUIREMENTS 3.1 By executing this Agreement, the Project Sponsor warrants and represents that it is aware of and complies with all of the Contract Documents. The Project Sponsor also warrants and represents that it meets or exceeds all of the following qualifications required by TXU Electric Delivery for participation in the SOP: • Possesses and can demonstrate experience in implementing similar projects; • Can produce evidence of a good credit rating, unless self sponsoring; • Can produce evidence of financial strength and capability through 10Ks or financial statements, unless self sponsoring; • Can produce evidence of possession of all applicable licenses required under state law and local building codes; • Can produce evidence of possession of all building permits required by governing jurisdictions; • Can produce the proof of insurance required by Article IX and Attachment C of this Agreement; and • Has produced a work plan for Project design and implementation. 3.2 Project Sponsor warrants and represents that the Project meets all applicable federal, state, and local laws and regulatory requirements, including: The Project will result in a reduction in energy consumption and peak demand, and a reduction in energy and demand costs for the end-use customer; The Project will result in consistent and predictable energy and peak demand savings over a ten-year period; The Project application disclosed all potential adverse environmental or health effects associated with the energy efficiency measures to be installed, if any; The Project includes appropriate and adequate measurement, verification and reporting procedures; The Project does not achieve demand reduction by eliminating an existing function or shutting down a facility or operation, or result in building - vacancies or the re-location of existing operations to locations outside of the facility or area served by TXU Electric Delivery; • Measures installed pursuant to the Project would not have been installed if not for the Project; • The Project does not result in negative environmental or health effects, including effects that result from improper disposal of equipment and materials; and • The Project does not involve the installation of self-generation or cogeneration equipment, but may involve renewable DSM technologies. 3.3 Project Sponsor acknowledges that it received or downloaded from the internet and reviewed a copy of the SOP Manual prior to submission of the IA. Project Sponsor warrants and represents that its participation in the SOP has at all times been in material compliance with the procedures and conditions set forth in the SOP Manual and that any failure to comply therewith may be treated as a breach of this Agreement notwithstanding the fact that such failure occurred prior to the execution of this Agreement. Project Sponsor also acknowledges that it meets or exceeds all of the qualifications required to participate in the SOP as described in the SOP Manual and that material failure to meet the qualifications therein may be treated as a breach of this Agreement. 3.4 Project Sponsor warrants and represents it and its Affiliates have not requested SOP funds totaling more than an aggregate amount of twenty percent (20%) of the SOP budget and that the Affiliate Affidavit attached hereto as Attachment D and incorporated by reference herein is true and correct. ARTICLE IV - CUSTOMER AND PROJECT SPONSOR AGREEMENT 4.1 Prior to installation of any Measure, the Project Sponsor must execute, and obtain Customer execution of, a Customer and Project Sponsor Agreement that includes the terms of, and is in substantially the same format as, the Customer and Project Sponsor Agreement included in the SOP Manual. ARTICLE V - PROJECT IMPLEMENTATION �. 5.1 Project Sponsor agrees on and after the Effective Date to use all reasonable efforts to implement the Project without undue delay and otherwise in accordance with the terms of the Contract Documents. 5.2 Measures shall be designed, constructed and installed in a good and _ workmanlike manner only with materials and equipment of appropriate quality, and, in any event, in accordance with Prudent Electrical Practices. Installation of Measures at all Project Sites must be completed within ninety (90) days after the Effective Date. Within ninety (90) days after the Effective Date, Project Sponsor may apply, in writing, for an extension of this time period. The extension may be granted to the Project Sponsor at TXU Electric Delivery's sole discretion. Any extension will be for a period of no more than ninety (90) days beyond the initial ninety (90) day period and will be attached to this Agreement as an amendment, if granted. 5.3 Within seven (7) days after completing installation of Measures at a Project Site, the Project Sponsor shall notify TXU Electric Delivery of completion of installation of Measures by submitting a report (the "Installation Notice") for review and approval documenting the Measures actually installed. The Installation Notice shall include a document signed by the Customer (a "Customer Certificate") certifying that the Measures have been installed. The Installation Notice shall be submitted via facsimile and U.S. First Class Mail. If the Customer refuses to sign a Customer Certificate, the Project Sponsor may request that TXU Electric - Delivery inspect the Project Site, at the sole expense of the Project Sponsor, to verify the installation of the Measures. 5.4 Upon receipt of the Installation Notice, TXU Electric Delivery shall have the right to inspect the Project Site to verify the installation of the Measures. Approval of the Installation Notice shall be granted if TXU Electric Delivery reasonably determines that the Measures have been installed, tested and inspected to the extent required by TXU Electric Delivery and found to be capable of providing Energy ,savings and Demand Savings in material compliance with the Contract - Documents. If TXU Electric Delivery determines the Measures to be deficient, TXU Electric Delivery will provide the Project Sponsor a written notice of deficiency. The Project Sponsor may attempt to remedy the deficiencies and resubmit a new Installation Notice only once. If any Measure is rejected a second time, TXU Electric Delivery will not be obligated to pay any incentive for such Measure and may retain the performance security deposit discussed in Article 7.6 of this Agreement. ARTICLE VI - MEASUREMENT AND VERIFICATION 6.1 The Project Sponsor shall measure and verify the Demand Savings and Energy Savings that result from the Measures as set forth in the Measurement and w Verification Plan found in the FA. r{ 6.2 Within thirty (30) days after the conclusion of the Performance Period, the Project Sponsor shall submit to TXU Electric Delivery for review and approval a report (the "Savings Report") documenting the Measured Demand Savings and Measured Energy Savings for the Performance Period. If TXU Electric Delivery determines the Savings Report to be deficient, TXU Electric Delivery will provide a written notice of deficiency and the Project Sponsor shall revise and resubmit the Savings Report. Any necessary revisions shall be performed in- the time- period specified by TXU Electric Delivery in the notice of deficiency. TXU Electric Delivery may at any time decline to make incentive payments associated with Savings Report deficiencies that are not revised as requested by TXU Electric Delivery and may retain the performance security deposit discussed in Article 7.6 of this Agreement if Project Sponsor fails to revise the Savings Report as requested by TXU Electric Delivery. ARTICLE VII - INCENTIVE PAYMENTS 7.1 TXU Electric Delivery agrees to make incentive payments to the Project Sponsor based upon the Measured Demand Savings and Measured Energy Savings derived from the Project. The total incentive payments due to the Project Sponsor will be calculated by multiplying the Measured Demand Savings and Measured Energy Savings by the applicable incentive price associated with the Measures (the "Incentive Rate"). The total incentive payment shall be payable in two installments as set forth hereinbelow. The total incentive payment for this Project shall not exceed $209,536.47, based upon a Demand Savings of 644.3 kW and an Energy Savings of 5,642,970 kWh. No more than sixty-five percent (65%) of the Measured Demand Savings and Measured Energy Savings for the Project may be derived from lighting measures. If a Project consists of lighting measures only, compensation shall not exceed sixty-five percent (65%) of the total incentive payments, and this is reflected in the incentive figure stated above. Furthermore, compensation shall not exceed calculations based upon a one _ hundred-percent (100%) load factor based on the on-peak kW demand saved (i.e., TXU Electric Delivery will only pay incentives for 8760 kWhs per on-peak kW demand saved). Under no circumstances shall the total Incentive Payment exceed the Estimated Payment Amount, regardless of Measured Demand Savings or Measured Energy Savings. 7.2 The Incentive Rate applicable to each type of measure is set forth in the following table: Demand Incentive Rate ($/kW) Energy Incentive Rate ($/kWh) $150.00 $0.050 r J ��I N 7.3 After completion of Measure installation and approval of the Installation Notice, TXU Electric Delivery shall pay Project Sponsor the first portion of the incentive payment (the "Installation Notice Payment'). TXU Electric Delivery will typically make the Installation Notice Payment within thirty (30) days after its approval of the Installation Notice. The Installation Notice (IN) Payment will be forty percent (40%) of the total incentive payment due based upon the Estimated Demand Savings and Estimated Energy Savings using the following equation: Installation Payment = 0.4 x (IN Estimated Demand Savings x Demand Incentive Rate) + 0.4 x (IN Estimated Energy Savings x Energy Incentive Rate). 7.4 At the conclusion of the Performance Period and after TXU Electric Delivery's approval of the Savings Report, TXU Electric Delivery shall pay Project Sponsor the second portion of the incentive payment (the "Performance Payment'). The 3 Performance Payment will be the remaining amount of the total incentive payment due based upon the Measured Energy Savings and Measured Demand Savings. The amount of the Incentive Payment shall be calculated using the - following formula: Performance Payment = [(Measured Demand Savings x Demand Incentive Rate) t + (Measured Energy Savings x Energy Incentive Rate)] — Installation Payment. TXU Electric Delivery will typically make the Performance Payment within thirty v (30) days after its approval of the Savings Report. In the event that the above formula results in a negative Performance Payment, then the Project Sponsor will refund that amount to TXU Electric Delivery within the earlier of thirty (30) days after receipt of notification of TXU Electric Delivery's approval of the Savings Report or receipt of a payment demand from TXU Electric Delivery. 7.5 Under no circumstances shall the total Incentive Payment exceed $588.00/kW, or $382.20/kW for lighting only Projects, as calculated using the following formula: Total Incentive Payment = Installation Payment + Performance Payment <_ $588.00 ($382.20 for lighting only) x (Verified peak y kW savings) 7.6 On October 18th, 2006, the Project Sponsor provided TXU Electric Delivery a $12,087.03 performance security deposit. Subject to the requirements stated below, the performance security deposit will be returned by TXU Electric Delivery to the Project Sponsor if Project Sponsor timely submits, and TXU Electric Delivery approves, a Final Application documenting at least 80% of the Initial Application Estimated incentive estimate and a Savings Report documenting that Measures accounting for seventy-five percent (75%) of the Estimated Demand Savings were installed by the deadline required by Article 5.2 of this Agreement. Notwithstanding anything to the contrary, TXU Electric Delivery may retain the " performance security deposit for the following reasons: An Event of Default by Project Sponsor, as described in Article 12.1 of this = Agreement. • A Final Application estimated demand savings below 80% of the Initial Application demand savings will forfeit those savings above the percent level approved in the Final Application. • Failure of Project Sponsor to achieve at least seventy-five percent (75%) of the Estimated Demand Savings by the deadline stated in Article 5.2 of this Agreement. Failure of Project Sponsor to comply with Article 5.3 of this Agreement (related to the Installation Notice) or Article 6.2 of this Agreement (related to the Savings Report). ARTICLE VIII - AUDIT AND RECORDS 8.1 Project Sponsor shall keep and maintain accurate and detailed records and documentation relating to the Project and its associated Demand Savings and Energy Savings under this Agreement for a period of not less than three (3) years beyond the termination of this Agreement. During the retention period, such records shall be made available, upon reasonable notice, for inspection during normal business hours by TXU Electric Delivery or any governmental agency having jurisdiction over the SOP or any portion of the Project. ARTICLE IX - INSURANCE 9.1 Project Sponsor represents and agrees that it will carry all statutorily required insurance for the protection of its employees and that each of its subcontractors, if any, will carry such insurance for the protection of their respective employees. Project Sponsor further represents and agrees that it will carry all insurance required by Attachment C attached hereto and incorporated by reference herein. 9.2 Prior to commencement of installation of any Measures, Project Sponsor shall furnish to TXU Electric Delivery a certificate or certificates of insurance indicating Project Sponsor's compliance with the requirements of this paragraph and stating that the insurance described therein shall not be canceled or terminated except on thirty (30) days written notice to TXU Electric Delivery, or in the case of non- payment of premiums, ten (10) days written notice to TXU Electric Delivery. Additionally, Project Sponsor represents and agrees that TXU Electric Delivery shall be named as an additional insured on all policies (except worker's compensation) in the amounts of coverage therein stated and that all policies will include a waiver of subrogation naming TXU Electric Delivery, with the appropriate certificates of insurance evidencing that TXU Electric Delivery has been named as an additional insured on such policies and that such policies ,� include a waiver of subrogation naming TXU Electric Delivery. ARTICLE X - INDEMNITY 10.1 To the extent allowed by law, Project Sponsor agrees to and will defend, protect, indemnify, and hold harmless TXU Electric Delivery, its officers, directors, agents, and employees, and each of TXU Electric Delivery's affiliates and each of their respective officers, directors, agents, and employees (collectively referred to as "TXU Electric Delivery Group") from and against any and all claims, losses, expenses, attorneys' fees, damages, demands, judgments, causes of action, suits, and liability in tort, contract, or any other basis and of every kind and character whatsoever (hereinafter referred to as "Claims") arising out of or incident to or related in any way to, directly or indirectly, this Agreement, the Contract Documents, or the Project; provided, however, Project Sponsor shall not be required to indemnify any member of TXU Electric Delivery Group for any liability of any member of TXU Electric Delivery Group, as to such Claims, for or with respect to any percentage of fault or responsibility found by the finder of fact to be attributable to any member of TXU Electric Delivery Group. To the extent necessary to permit TXU Electric Delivery to enforce any term, clause, or condition of this Agreement, Project Sponsor agrees that with respect to any Claims brought against TXU Electric Delivery Group, Project Sponsor will and does hereby waive as to TXU Electric Delivery Group any defense it may have by virtue of the workers' compensation laws of any state, to the extent allowed by law. By entering into this Agreement, Project Sponsor does not in any manner waive any right to assert any legal defenses or immunities available to it, including, but not limited to, Chapter 101 of the Texas Civil Practice and Remedies Code. Project Sponsor shall have no obligation to create a sinking fund. ARTICLE XI - PERMITS, LICENSES AND COMPLIANCE WITH LAWS 11.1 Project Sponsor represents and warrants that prior to beginning installation of the Measures, it will obtain, at its own cost and expense, all permits and other authorizations from governmental authorities as then may be required to install, construct, operate and maintain the Measures and to perform its obligations hereunder. During the term hereof, Project Sponsor will obtain all such additional governmental permits, licenses, and other authorizations when required with respect to any of the Measures. If requested by TXU Electric Delivery, Project Sponsor shall furnish to TXU Electric Delivery copies of each such permit, license or other approval promptly following receipt thereof. Project Sponsor shall maintain in full force and effect all such governmental permits, licenses and other authorizations as may be necessary for the construction, operation or maintenance of the Measures in accordance herewith. 11.2 Project Sponsor shall be responsible for all royalties, fees, or claims for any licensed, copyrighted or similarly protected intellectual property, device, process or procedure used installed, or provided by it. Project Sponsor shall defend any suit that may be brought against TXU Electric Delivery and shall hold TXU Electric Delivery harmless from any liability, damages and costs, including without limitation attorneys' fees, incurred by TXU Electric Delivery arising from or related to infringement or alleged infringement of any such intellectual property used by Project Sponsor in the implementation and maintenance of the Project. 11.3 All work performed by Project Sponsor in connection with the implementation of the Project and all Measures installed or maintained by Project Sponsor shall comply with all applicable laws, statutes, ordinances, rules, regulations, and decrees of any governmental or administrative body having jurisdiction over the SOP or any portion of the Project. ARTICLE XII - DEFAULT AND REMEDIES 12.1 Each of the following events will be deemed to be an Event of Default hereunder: (a) failure of Project Sponsor to provide TXU Electric Delivery and/or its contractors with sufficient access to the Project Sites for the purposes of conducting inspections and/or measurement and verification activities; (b) failure of Project Sponsor to maintain any necessary permits, licenses or insurance required pursuant to the Contract Documents; (c) Project Sponsor's assignment or subcontracting of all or part of the duties required under the Contract Documents without the prior written consent of TXU Electric Delivery; (d) Project Sponsor's submission to TXU Electric Delivery of any false, misleading or inaccurate information or documentation with respect to implementation of the Project or the Project Sponsor's performance hereunder; or (e) failure of either party in a material fashion to perform or observe any of the material terms, conditions or provisions of the Contract Documents, which failure materially adversely affects the other party and continues after notice and a thirty (30) day period to cure, or, if such failure cannot reasonably be cured within thirty (30) days, after notice and such period to cure in excess of thirty (30) days as may be reasonably required (provided that the non-performing party commences action to cure within an initial period thirty (30) days after notice and thereafter pursues such cure with reasonable diligence). 12.2 If an Event of Default occurs, the non-default party shall be entitled to exercise any and all remedies provided for by law or in equity, including the right to terminate this Agreement upon written notice to the other party. Termination shall be effective upon the receipt of properly served notice. Termination of this Agreement will not relieve the defaulting party of any obligations accruing prior to the event of termination. ARTICLE XIII - NOTICES 13.1 All notices from one party to the other will be deemed to have been delivered on the date actually delivered if sent via U.S. first class mail, return receipt requested, or sent by express mail, postage prepaid to the following addresses: TXU Electric Delivery: Project Sponsor: TXU Electric Delivery City of Fort Worth, Texas _ Lincoln Plaza 908 Monroe St. 500 N. Akard St., Suite 09-155 Fort Worth, TX 76102 Dallas, Texas 75201-3411 Attn: Mr. Sam Steele Attn: Mr. John Hanel 13.2 Either party may change its address by written notice to the other in accordance with this Article XIII. ARTICLE XIV - AMENDMENT 14.1 No amendment or modification of this Agreement shall be binding on either party unless it is in writing and signed by both parties. Amendments to this Agreement will be attached hereto and made a part hereof for all purposes. ARTICLE XV - FORCE MAJEURE 15.1 Should either Party be 'rendered unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations under this Agreement, the obligation of the Party so rendered, that is affected by the event of Force Majeure, will be suspended only during the continuance of that inability. The Party so affected will give written notice of the existence, extent and nature of the Force Majeure to the other Parry within forty-eight (48) hours after the occurrence of the event. The Party so affected will use its best efforts to remedy its inability as soon as possible and will provide the other Parry with prompt notice when it is able to resume the performance of its obligations. Failure to give notice will result in the continuance of the affected Parry's obligation regardless of the extent of any existing Force Majeure. 15.2 The term "Force Majeure" as used in this Agreement will mean acts of God (except as excluded herein), strikes, lockouts, or other industrial disturbances, acts of public enemies, terrorists, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, priority allocations of pipe or other materials or orders, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any State, any arrests and restraints, civil disturbances, explosions, and inability despite reasonable diligence to obtain materials essential to this Agreement. Rain, snow, ice or other adverse weather conditions will not be considered events of Force Majeure. 15.3 The term "Force Majeure" does not include: events or circumstances that affect the costs of installing the Measures but do not prevent performance, including, but not limited to, requirements, actions or failures to act on the part of governmental authorities (including the adoption or change in any rule or regulation or environmental constraints lawfully imposed by federal, state or local governmental bodies); changes in market conditions; and events or conditions attributable to normal wear and tear or flaws randomly experienced in materials and equipment and their assembly and operation, unless such events and conditions are caused by an occurrence which would fit the definition of Force Majeure set forth in Article 15.2 of this Agreement. 15.4 In no event will any Force Majeure extend this Agreement beyond its stated term. ARTICLE XVI - INDEPENDENT CONTRACTOR 16.1 Project Sponsor will act as and be deemed to be an independent contractor. Project Sponsor will not act as, nor be deemed to be, an agent or employee of TXU Electric Delivery. Project Sponsor will have the sole right to control and directly supervise the method, manner and details of the Project providing it is in accordance with the Contract Documents. 16.2 No part of the work contemplated under this agreement may be performed by subcontractors without the prior written approval of TXU Electric Delivery. ARTICLE XVII - MISCELLANEOUS 17.1 The Project Sponsor will not assign, transfer or otherwise dispose of any of its obligations or duties without the prior written approval of TXU Electric Delivery. Any assignment or transfer made without the express written approval of TXU Electric Delivery will be null and void. 17.2 The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. No waiver by the parties hereto of any default or breach of any term, condition or covenant of this Agreement shall be deemed to be a waiver of any other breach of the same or any other term, condition or covenant contained herein. 17.3 The Contract Documents constitute the entire Agreement between the parties with respect to the subject matter hereof and there are no express or implied warranties or representations upon which any party may rely beyond those set forth therein. The execution of this Agreement supersedes all previous agreements, discussions, communications and correspondence with respect to such subject matter. 17.4 In the event any provision of this Agreement is held to be void, unlawful, or otherwise unenforceable, that provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible; and the Agreement, as so modified, will continue to be in full force and effect. 17.5 This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Texas. The parties agree that the proper venue and jurisdiction for any cause of action not within the jurisdiction of the PUCT relating .. to the Agreement will be in Dallas County, Texas. 17.6 Project Sponsor shall not use TXU Electric Delivery's corporate name, trademark, trade name, logo, identity or any affiliation to solicit Customers for participation in the Project, without TXU Electric Delivery's prior written consent. Use of TXU Electric Delivery's name in the Customer and Project Sponsor Agreement and Customer Certificate as required by this Agreement does not constitute solicitation of Customers. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. TXU Electric Deli v City of Fort Worth, Texas By: 3- By: — Name: Price Robertson Name: Marc Ott Energy Efficiency — Title: Programs Manager Title: Assistant City Manager Date: 'F' Z C)—07 Date: tc At Attested By. City Secretary NO M&C REQUIRED ATTACHMENT A INITIAL PROJECT APPLICATION } TXU TXU Electric Delivery John Hanel-CEM-CEP 500 N.Akard Sr.Program Manager Suite 09-155 Energy Efficiency Dallas,TX 75201 Tel: 214-486-5886 Fax:214-486-7300 john.hanel d txued.com October 25, 2006 Mr. Sam Steele City of Fort Worth 908 :Monroe St. Fort Worth, TX 76102 RE: C&I Program Initial Application Review Project: Traffic Signals Number: CIR2007-01575 Dear Mr. Steele; Thank you for submitting your Initial Application (IA) for the Traffic Signals project. TXU Electric Delivery has reviewed your IA and has accepted the project at 743.3 kW and 6,510,341 kWh's. The amount of incentive reserved is $341,740.62 and the deposit of$12,087.03 has been accepted. Review You are working on a signal lighting retrofit project. Next Step Your Final Application is due within 60 days. This should include the final detailed E l.xis for signal lighting in electronic format. The FA5 Customer Agreement has been received. Congratulations on completion of this stage of the project. Please do not hesitate to contact us to answer questions or provide assistance. Sincerely, t hn panel Attachments Initial Application(IA.1) Project Sponsor Information Page I of 1 1A 1 Protect Sponsor in'ornn.-�tion TXU electric Delivery Commercial acid Industrial Standard Offer Program 2007: Initial Application This form will be completed with information you entered in the application. Monday, October 02, 2006 1:17:55 PM Project Sponsor Contact Inform ition r Project Number: CIR2007-92449— /S-7s' Project Name: Traffic Signals Project Sponsor:I City of Fort Worth I i Contact Name: Sam Steele Address: 908 Monroe St. City: Fort Worth State: TX Zip: 76102 Phone Number: (817)392-1276 Fax Number. (817)392-8488 Email Address: sam.steele0fortworth ov.or Initial Application (IA.2)Customer Information Page 1 of 1 iA 2 Customer inforniation TYU Electric Delivery Commercial and lr Standard Offer Program 2007: Initial Alai Monday, October 02, 2006 t:l 1�1 Project Number: CIR2007�-9242➢/57Y � Project Name: Traffic Signals 1� Project Sponsor: City of Fort Worth This form will be completed within the application. Please print and submit with your Project Application Cw;toiner Ntkmber t aite Information Site Name: City Hall ESIID:9999999 Site Address: 1000 Throckmorton City: Fort Worth State: TX Zip Code: 76001 Inspection Contact Name: Inspection Contact Phon Number: Max Annua I Build Year: 1 kW: Square Footage: I Annua I kWh: Stipulated Type Lighting: eemed Savings Not Cooling Central Air Set Type: Stipulated Type C>�oting; Deemed Savings Not Cooling I Set Tons: No. of doors: I Occupant Count: 1 1t Initial Application(IA.3)Project Information ON 1A.3 Nroiect Measure lntorrri;atir n MW TXU Electric Delivery (,ornlnercial and Indiistri al 3tarldard Offor Prowarn '41007: Initial 6al;p ic,'W0 0 Monday,October 02, 2006 1.18:43 PM Project Number: 0112007-92 1,S7 Project Name: Traffic Signals i Project Sponsor: City of Fort Worth stlmate Energy Savings aild Inceittive Payment This sheet is completed automatically when you complete the Initial Application Submittal. All figures are from the data entered in the on-line database by the project sponsor. [1l Peak demand savings are defined as the maximum, one-hour average reduction in the retrofit equipment's demand (kW)occuring when it is operating at fullaoad conditions between the hours of 1 PM and 7 PM on weekdays from May through September , excluding holidays. [2) Projects may have annual, project-wide load factors up to 1001/6. See the ir{centives section of the Manual for Protect Sponsors for instructions on caculating incentives for projects with load factors greater than 100%. [3] Lighting measures may not provide any more than 65% of the demand and energy savings for which the project receives incentives payments. See the Incentives section of the Manual for Project Sponsors for instructions on calculating incentives for projects with more than 65% of their savings due to lighting measures. ,. .. 'i ' .fti+ •. !'J it ..,iul i' ai, �/ (.1. . City Hall Lighting 801.2 7,017,030 57.9 506,689 743.3 6,510,341 $371,908.64 Incentive 301.2 7,017,030 57.E 506,6E9 743.3 6,510,341 $241,740.62 i Total/reductions,if Applicable Please include a list of assumptions or formulas used to calculate the estimated energy use and peak demand savings. Attach seperate sheets if necessary ?4i i+0"V111 l4r 1IL 1 A 11 1 1727t1X. '.kid A 10Q 1(111'?0iV' CISOPIA Agreement Page I of 2 TXU ELECTRIC DELIVERY'S COMMERCIAL AND INDUSTRIAL STANDARD OFFER PROGRAM INITIAL APPLICATION AGREEMENT This Initial Application Agreement is made and entered into by and between TXU ELECTRIC DELIVERY, a Texas corporation (hereinafter"TXU Electric Delivery") and City of Fort Worth (hereinafter"Project Sponsor"). The Parties agree as follows: Project SponsUagrees that aN information submitted as part of the Initial Application for the Traffic Signals , CIR2007-92420 Project, attached hereto and incorporated herein as Exhibit A, is true and correct to the best of their knowledge. _ Project Sponsor agrees and understands that the incentive funds estimated in the Project Sponsor's Initial Application are not reserved until TXU Electric Delivery has approved the Initial Appication, and until TXU Electric Delivery has received from the Project Sponsor all information required under the Program guidelines. _ Project Sponsor agrees that it will forfeit, and TXU Electric Delivery will retain, the Initial Application deposit if the Project Sponsor withdraws the Initial Appication after TXU Electric Delivery has approved the Initial Application. Project Sponsor agrees that if it does not submit a complete Final Appication within 90 days of TXU Electric _ Delivery's approval of the Initial Application, then TXU Electric Delivery will cancel the Initial Application, retain the Initial Application deposit, and release the Project reserved incentive funds. Project Sponsor further agrees that if TXU Electric Delivery finds that the Final Appication does not meet the Standard Offer Program 2007 requirements,thereby competing TXU Electric Delivery to reject the Final Application,then Project Sponsor will have 15 days to resubmit a corrected Final Application. If upon review TXU Electric Delivery finds that the corrected Final Appication also fails to meet Standard Offer Program 2007 requirements, TXU Electric Delivery will cancel the Initial Appication, reject the corrected Final Appication, retain the Initial Application deposit, and } release the reserved incentive funds. Project Sponsor agrees that it wiN forfeit, and TXU Electric Delivery wig retain,the Initial Application deposit if the Project Sponsor fails to submit an InstaNation Notice for the Project within 90 days of executing the Standard Contract for the Project.TXU Electric Delivery may grant an extension to the Project Sponsor to submit an a Installation Notice for the Project later than 90 days of executing the Standard Contract for the Project. Project Sponsor must request such an extension.TXU Electric Delivery agrees to return the performance security deposit to the Project Sponsor if warranted by the terms of the Standard Contract. TXU Electric Delivery acknowledges receipt from the Project Sponsor of the Initial Application deposit of " $12,087.03 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly authorized representatives. TXU Electric Delivery ro�e Spons Signature: Signature: Name: John Hanel Name: /�i Title: Sr. Program Manager Title: 0.�a• i a � l Company: TXU Electric Delivery Company: Date: Date: M.,. APPROVED AS10 FORlM q�D rr - 1 t an , F. irCK 1,10 =998085 City of Fort Worth III pill! MF:".-k Lino L -�T?rp— - OF,Flo.-0 -jXl;07jT2 48 2.007L 0 3 L-,��06 Cli.2007-92129 CHECK NO, 13,xNK {)'IF. PORT kt4T MR Fr-X:!6 city or Fort Wo rt li 998085 :2,73S1-:35 Texas 13AY Ag Tivelve T*-us7md E;rht,%e Seven c,-.m,,rs -,n-i "rhrle co -,t-. D-.t 16-1 T' C `EL!�,,P--V� JUI NY i 12 rx ' 11 LF' C J'F� LL f- 2""-, / 112 9 gi3oa5u, i: L L 3 LO 0,0 W: 09 3 071-- Is ? ?910 ATTACHMENT B FINAL PROJECT APPLICATION Final Application (FA.1) Summary Page 1 of so FAA Project Summary TXU Electric Delivery Commercial and Industrial Standard Offer Program 2007: Final Application ,o Monday, February 05, 2007 10:16:47 AM Project Number: CIR2007-01575 Project Name: Traffic Signals Project Sponsor: City of Fort Worth Project Sponsor Profile Contact Name: Sam Steele Address: 908 Monroe St. .. City: Fort Worth State: TX Zip: 76102 Phone Number: (817)392-1276 1 Fax Number: (817)392-8488 .. Email Address:1 sam.steele@fortworthgov.org Installation Schedule for Proposed Energy Measure Each site and measure will be generated. Please complete dates in the table below for each measure to be installed at each site in the project. _ Site Measure Project installation Project installation tart date completion date City Hall Lighting --- Enter Start Date Here --- Enter Completion Date Here Additional Project Measure Information In this section,please describe the scope of the project in the summary form,including at least the following: a description of each proposed measure,what activities will be performed by the project sponsor,and the expected instalation schedule. Add as many additional lines or attach additional sheets as necessary. Description: -w https://teem.txuelectricdelivery.com/FAP I ProjectSummary.asp?pid=40990.41117329&subid=42012.5467... 2/5/2007 Final Application (FA.2) Project Savings Estimates Page 1 of FA.2 Project Savings Estimates .� TXU Electric Delivery Commercial and Industrial Standard Offer Program 2007: Final Application Monday, February 05, 2007 10:16:50 AM Project Number: CIR2007-01575 Project Name: Traffic Si nals Project Sponsor: City of Fort Worth Summary of Proposed Energy Efficiency Measures Information is generated from the on-line application Ill Peak demand savings are defined as the maximum,one-hour average reduction in the retrofit equipment's demand (kW) occuring when it is operating at full-load conditions between the hours of _ 1 PM and 7 PM on weekdays from May through September , excluding holidays. [2] Projects may have annual, project-wide load factors up to 100% . See the incentives section of the Manual for Project Sponsors for instructions on calculating incentives for projects with load factors greater than 100%. [3] Lighting measures may not provide any more than 65%of the demand and energy savings for which the project receives incentives payments. See the Incentives section of the Manual for Project Sponsors for instructions on calculating incentives for projects with more than 65% of their savings due to lighting measures. Peak DemandFect.nnual Estimated Mea.vurc Pre kW Pre kWh Post kW Post kWh icity Incetive Savings avings Amount City Hall Lighting 706.6 6,188,695 62.3 545,725 644.3]1 5,642,970 $322,363.80 Incentive Total /reductions, if 706.6 6,188,695 62.3 545,725 644.3 5,642,970 $209,536.47 Applicable Savings Calculations Please attach a list of methods, assumptions or formulas used to estimate the electric usage savings. Provide electronic and hard-copy output of savings calculations, or any computer simulations or analysis used to estimate savings.Attach separate sheets and/or electronic files as necessary. All savings calculations should include as much of the information listed below as possible, preferably in electronic form. Equations for DeviringEnergy_Consumption Savin s alculations 1. Show all formulas 1. Provide all data inputs (raw and summarized) 2. Identify and describe all dependent variables 2. Show energy consumption calculations and -- results 3. Identify and describe all independent variables 3. Show savings calculation and result 4. List and justify assumptions htt s://teem.txuelectricdeliver .com/FA2Pro'SaveEstimates.as ? id=40990.41117329&subid=42012.5467... 2/5/200; P Y J PP �.✓-}�=- "<:�'�"?�""„;tom. Gig, f d - .. Project:TrtMlic Signals Project Sponsor:JCity of Fort Worth Please fill out one copy of this form for each project site with lighting EEMa. This form uses a pivot table to automatically generate usage groups,population and kW information from the attached"Lighting Inventory'worksheet.Separating these sheets will result in incorrect calculations unless the sheets are re-linked. 1.Input Pre-Retrofit Operating Hours,Coincidence Factors,and PAF values. 2.If the stipulated hours method is used,all usage groups should have operating hours equal to the stipulated value for the building type(see data listed below table). 3.For projects with stipulated hours and lighting controls,the Post-Retrofit Operating Hours are calculated automatically. 4.For projects with field-monitored hours,enter the post-retrofit metered hours in the appropriate Operating Hours column. so 5.For circuits with lighting controls.PAF values for various controls options are shown below(if appropriate box is checked above).For lighting circuits without controls,the Power Adjustment Factor(PAF)equals 1.0. 6.Enter Yes or No in the Conditioned column to indicate whether the space is conditioned and eligible for interactive HVAC savings. 7.Interactive savings are calculated automatically. Operating Hours Determined by: Controls Measures: •No Cmtroe Hes.a •sllrxWW noes slemoe O Mersueo noes Me*Wd O sitimia a contras sft*vs O nnaesvw Hour MWW Population Total Total Sum of Pre-retrofit Condi- Post-retrofit Lighting Peak Lighting Interactive Interactive Usage Area of Survey Pre-retrofit Post-retrofit kW Operating Coincidence PAF.. tioned? Operating Demand Energy Demand Energy T Lines KW kW Sevin Hours` Factor' g V/N Hours Savings kW Savings(kWh) Savings(kW) Saw (k Savings(kWh) 1 GA 401 130.81 9.72 130.00 875 0.10 1.0 N 875 13.0 113,828 0.0 0 2 GB 7 500.12 48" 451 As 3.675 0.42 1.0 N 3.675 109.8 1,660.696 0.0 0.0 3 PED 90 403.56 37.46 36111,10 4,380 0.50 1.0 N 4,380 183.1 1,603,5W 0.0 0. 4 RA 1 1.36 0.01 1.34 7,885 0.90 1.0 N 7,885 1.2 10,590 0.0 0. 5 RB do SM17 40.63 467M 4,820 0.55 1.0 N 4,820 257.1 2.253,509 0.0 0.0 6 YS a- 3.29 0.22 3.00 265 0.03 1.0 N 265 0.1 812 0.0 0.0 7 blank 0 0.00 0.00 0100 1.0 8 1.0 9 1.0 10 1.0 11 1.0 12 1.0 13 1.0 14 1.0 15 1.0 Pat 16 1.0 17 1.0 1s 1.0 19 1.0 20 1.0 a/ 21 1.0 22 1.0 23 1.0 24 1.0 25 1.0 Total 2742 1558.3 136.3 1420.0 644.3 5,642,9701 0.0 no Pre-retrofit Post-retrofit Savings kW kWh kW kWh kW kWh Lighting Efficiency 708.E 6'188'695 82.3 545,725 644.3 5,642,970 Lighting Interactive 0.0 0.0 0.0 Totall 706.6 6,188,695 1 62.3 545.7251 644.3 5.642.970 so TXU Electric Delivery Stipulated Operating Hours and Coincidence Factor "Power Adjustment Factors Table for use with Stipulated Hours Method for use with Stipulated Controls Savings Method ncor Stipulated Power Operating Coincidence Control Measure Type(select appropriate"Controls Adjustment - Signal Type Hours Factor Measures'checkbox above to display available options) Factor P Green Arrow 875 0.10 No controls measures 1.0 Green Sall 3,675 0.42 Pedestrian 4,380 0.5 Red Arrow 7,885 0.9 Red Ball 4,820 0.55 Yellow Arrow 265 0.03 Yellow Ball 265 0.03 No fJ.1so l J�, G� No 2007 Special Projec0 01390 1 of 1- m Final Application (FA) Measurement and Verification Plan Page I of FA.3: Measurement and Verification Plan TXU Electric Delivery Commercial and Industrial Standard Offer Program 2007 : Final Application Monday, February 05, 2007 10:17:04 AM Project Number: CIR2007-01575 Project Name: Traffic Signals Project S onsor: City of Fort Worth Please attach a measurement and verification (M&V) plan for the proposed energy efficiency measures. The M&V plan should address the items below in the order shown. The project sponsor should work with TXU , Electric Delivery to identify an M&V methodology and develop an M&V plan that is appropriate for the retrofits being performed at each individual site. The M&V plan will be reviewed and must be approved by TXU Electric Delivery. M &V Plan Requirements 1) Project Description: Describe the project site and the project measures; include information on how each proposed measure saves energy and what key variables affect the realization of savings. 2) M&V Approach: Describe the M&V approach to be used. Note that TXU Electric Delivery guidelines may be used or the Sponsor may define his or her own M&V procedures. If the TXU Electric Delivery guidelines are followed, please describe the approach briefly. If proposing a separate methodology, please explain the approach in detail. 3) M&V Personnel: Indicate who will conduct the M&V activities and prepare the M&V analyses and documentation. 4) Savings Calculations: Define the details of how calculations will be made. For instance, list analysis tools, such as DOE-2 computer simulations, and show all equations to be used. A complete "path" should be defined indicating how collected survey and metering/monitoring data will be used to calculate savings. 5) Metering Specifications: Specify what metering equipment will be used, who will provide the equipment, and itsaccuracy and calibration procedures. Include a metering schedule describing metering duration and when it will occur,and how data from the metering will be reported, including data formats. Electronic, formatted data read directly from a meter or data logger is recommended for any short-or long-term metering. 6) Key Assumptions: Define what key assumptions will be made about significant variables or unknowns. Describe any stipulations that will be made and the source of data for the stipulations. 7) Baseline Adjustments: Define how any baseline adjustments will be made. 8) Sampling: Describe any sampling that will be used, why it is included, sample sizes, how sample sizes -, were selected, and information on how random sample points will be selected. 9) Quality Assurance: Indicate how quality assurance will be maintained and replication confirmed. For instance: "The data being collected will be checked every month," or"to ensure sufficient accuracy, results will be subjected to third-party review by the ABC company." Continued https://teem.txuelectricdelivery.com/FAMeasurementPlan.asp?pid=40990.41117329&subid=42012.54674... 2/5/200; Final Application (FA) Measurement and Verification Plan Page 2 of 10) Deemed Savings: If Deemed savings are being used for lighting projects, please select the category. Lighting: Cooling: f Education, k-12 J College E Higher Education 1 Convenience [ In-Patient :]Fast Food F Intersection Signal Lighting Grocery J Mulit-family Housing Common Area "1 Hospital [�'Non-24 Hour Restaurant Hotel Non 24 Hour Supermarket/Retail --J Large Office ( Offices -;Motel Parking Structure -]Nursing Home L Retail-24-hours _ Public Assembly Not Deemed ]Religious Worship -1 Retail F]Small Office School Service Warehouse !]Not Deemed Measurement and Verification Plan for non-deemed measures. https:Hteem.txuelectricdelivery.con/FAMeasurementPlan.asp?pid=40990.41117329&subid=42012.54674... 2/5/2007 Final Application (FAA) Customer Site Profile Page 1 of ' FAA Customer Site Profile(s) - TXU Electric Delivery Commercial and Industrial Standard Offer Program 2007: Final Application Monday, February 05, 2007 10:17:25 AM Project Number: CIR2007-01575 Project Name: Traffic Signals .� Project Sponsor: City of Fort Worth This form will be completed within the application. Please print and submit with your Project Application Customer Number 1 Site Information Site Name: City Hall ESIID: 19999999 Site Address: 1000 Throckmorton City: Fort Worth State: TX kip Code: 76001 Inspection Contact Name: _ Inspection Contact Phone Number: Build Year: 1 Max Annual kWh: 1 Square Footage: 1 Annual kWh: 1 Stipulated Type Lighting:Deemed Savings Not Set Cooling Type: Central Air Stipulated Type Cooling:Deemed Savings Not Set Cooling Tons: 1 No. of Floors: 1 Occupant Count: 1 https://teem.txuelectricdelivery.com/FA4CustSiteProfile.asp?pid=40990.41117329&subid=42012.5467432... 2/5/200; FA.5 Customer Affidavit Page I of 2 TXU ELECTRIC DELIVERY 2007 COMMERCIAL & INDUSTRIAL_STANDARD OFFER PROGRAM CUSTOMER AGREEMENT I. General Information Customer Name l � T WotiTtt Project Sponsor Name City of Fort Worth Project Name & Number Traffic Signals (CIR2007-&?*N) /.S-7J— Site Address (attach sheet for multiple QC';,O G(,C. D(lr(Zlf`� -F• addresses) City & Zip Coded II. Customer and Project Sponsor Acknowledgements City of Fort Worth ("Project Sponsor") intends to install energy efficiency measures at facilities owned and/or operated by I ZAFY aF �:br7 '� ("Customer") at the address(es) ("Project Site(s)") listed above (the "Project"). The Project Sponsor is implementing the Project as part of an energy efficiency Standard Offer Program (the "C&I Standard Offer Program") offered by TXU Electric Delivery Company ("TXU Electric Delivery"). In consideration of participation in the C&I Standard Offer Program, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, Project Sponsor and Customer agree as shown below. III. Customer Agreements Customer agrees to provide TXU Electric Delivery, upon three (3) days' prior oral notice by Project Sponsor, full and complete access to the Project Site for any purpose related to the C&I Standard Offer Program. Customer agrees that said access shall be provided during the Customer's normal business hours and in compliance with the Customer's reasonable access requirements. Customer acknowledges that any view, inspection, or acceptance by TXU Electric Delivery of the Project Site or of the design, construction, installation, operation or maintenance of the measures is solely for the information of TXU Electric Delivery and that, in performing any such inspection or review or in accepting the measures, TXU Electric Delivery makes no representations or warranty whatsoever as to the economic or technical feasibility, capability, safety or reliability of the measures, their installation by the Project Sponsor or their compatibility with the Customers facilities. Customer acknowledges that the Project Sponsor is an independent contractor with respect to TXU Electric Delivery and the C&I Standard Offer Program, and that the Project Sponsor is not authorized to make representations or incur obligations on behalf of TXU Electric Delivery. Customer acknowledges that TXU Electric Delivery is not a party to this Customer Agreement and that the Project Sponsor is solely responsible for performance thereunder. FA.5 Customer Affidavit Page 2 of 2 • a Customer acknowledges that TXU Electric Delivery makes no warranty or representation -- regarding the qualifications of the Project Sponsor and that the Customer is solely responsible for the selection of the Project Sponsor. Customer acknowledges that the Customer may file a complaint with the Public Utility Commission of Texas concerning the Project Sponsor, but that TXU Electric Delivery will play no role in resolving any disputes that arise between the Customer and the Project Sponsor. Customer agrees to release TXU Electric Delivery from any and all claims, demands, losses, _ expenses, attorneys' fees, judgments, damages, costs, and legal liability (collectively referred to herein as "Claims") related to: 1) injury or death of persons, 2) damage to property or natural resources, 3) violation of any local, state, or federal law or regulation including, but not limited to, environmental and health and safety laws or regulations, 4) strict liability imposed by any law or regulation, 5) equipment malfunctions, or 6) energy savings shortfalls arising out of, related to, or in any way connected with the Project, regardless of any strict liability or negligence of TXU Electric Delivery, whether active or passive, excepting only such Claims as may be caused by the gross negligence or willful misconduct of TXU Electric Delivery, and that result from TXU Electric Delivery's acceptance of the Project for participation in the C&I Standard Offer Program. — IV. Estimated Capital Project Costs — Project Sponsor and Customer agree that the total capital cost for the Project will not exceed the following amount: — IN WTTNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. Project Sponsor Customer Signature: Signature: ? 1`j'1GLr C' U Name: Q*Y �C'� 0;'' me: `7!, �d Title: SS�`�� ! Gp�eer�Ppve' $S/ 557`a /`�L�ZczcJ Company: Company: e; ry &( ) e"d— Z I ell 1-4 Date: Date: /,,! _ / . T<• ) Phone Number: APPRC','� C� ant City tot y Ll r ATTACHMENT C " INSURANCE REQUIREMENTS NOTE: TXU Electric Delivery Electric Delivery Company (TXU Electric Delivery) shall be named ADDITIONAL INSURED on all policies(except Worker's Compensation). Each policy shall include a Waiver of Subrogation naming TXU Electric Delivery,and shall provide for thirty(30)days prior written notice of cancellation to TXU Electric Delivery or,in the case of non-payment of premium,ten(10)days written notice of cancellation to TXU Electric Delivery. TYPE/COVERAGE LIMITS OF LIABILITY WORKERS'COMPENSATION Statutory EMPLOYER'S LIABILITY ) $100,000. Each Accident $500,000. Disease Policy Limit $100,000. Disease Employee Limit COMMERCIAL GENERAL LIABILITY Bodily Injury& Property Damage Combined: OCCURRENCE FORM with the following Coverage's included(not excluded): - Premises Operations Each Occurrence: $1,000,000 -Explosion,Collapse and General Aggregate: $1,000,000 Underground damage Products Comp/Ops.Aggregate: $1,000,000 -Products/Completed Operations -Contractual Insurance(applicable to indemnity clause contained in contract(s)) - Independent Contractors -Broad Form Property Damage - Personal Injury AUTOMOBILE LIABILITY, with coverage of Bodily Injury and Property Damage (BI and PD) Combined: $1,000,000 (Applicable to all owned, hired and non-owned vehicles) EXCESS UMBRELLA LIABILITY, BI and PD Combined: $1,000,000 OCCURRENCE FORM: Each Occurrence and Aggregate INFORMATION FOR THE PROJECT SPONSOR: Insurance provided by the Project Sponsor must be maintained in effect during the entire term of this Agreement. A copy of this sheet and a copy of this Agreement should be furnished to the Project Sponsor's Insurance Agent. Only TXU Electric Delivery Risk Management is authorized to amend or waive insurance requirements. INFORMATION FOR INSURANCE AGENTS: Required insurance should be certified using the ACCORD CERTIFICATE OF INSURANCE, or a form similar thereto. The Project Sponsor's insurance agent is responsible to list on CERTIFICATE OF INSURANCE all endorsements,which eliminate any required coverages. The Project Sponsor's insurance agent is responsible to state on the CERTIFICATE OF INSURANCE that TXU Electric Delivery is named ADDITIONAL INSURED on all policies of insurance (except Worker's Compensation) and that all policies of insurance include Waiver of Subrogation in favor of TXU Electric Delivery. CERTIFICATE OF INSURANCE must be dated and signed by insurance agent or authorized representative. CERTIFICATE HOLDER must be shown as TXU Electric Delivery, 500 North Akard,91h Floor, Dallas,Texas 75201,Attn:John Hanel. The original CERTIFICATE OF INSURANCE must be forwarded to the CERTIFICATE HOLDER. ATTACHMENT D AFFIDAVIT OF AFFILIATE STATUS AFFIDAVIT OF CITY OF FORT WORTH, TEXAS -� [PROJECT SPONSOR] STATE OF TEXAS COUNTY OF TARRA Before me, the un ersigned Notary Public, on thfs day personally appeared MARC OTT, the undersigne affiant, who is known to,.(ne, and first being duly sworn, upon his oath said: 1. "My name is MARC OTT. I am above the age of eighteen years, of sound mind, capable of making this Affidavit, h e never been convicted of a felony or other crime of moral turpitude, and fully competent testify as to the matters stated herein. 2. 1 am fully authorized to make ,phis Affidavit on behalf of the CITY OF FORT WORTH, TEXAS [Project Sponsor] and have personal knowledge of the facts stated herein and they are true and correct. 3. 1 am an ASSISTANT CITY'MANAGER [title] of the CITY OF FORT WORTH, TEXAS [Project Sponsor], an energy efficien service provider that has applied to participate in the TXU Electric Delivery 2007 Co mercial & Industrial Standard Offer Program. 4. The CITY OF FORT WORTH, TEXAS [Project ponsor]together with any and all of its Affiliates have n t nor will not contract with TXU lectric Delivery to request nor receive more than ar aggregate total of 20% of the progra budget for the TXU Electric Delivery 2007 Co mercial & Industrial Standard Offer Progr m. 5. For the p rposes of this Affidavit, "Affiliate" includes: (A) person who directly or indirectly owns or holds at least 5.0% of he voting securities of an energy efficiency service rovider; (B) a person in a chain of successive ownership of at le t 5.0% of the voting securities of an energy efficiency service provid ; (G a corporation that has at least 5.0% of its voting securiti owned or - controlled, directly or indirectly, by an energy efficien service provider; (D) a corporation that has at least 5.0% of its voting securities o0ped or controlled, directly or indirectly, by: (i) a person who directly or indirectly owns or controls at lost 5.0% of the voting securities of an energy efficiency servibp provider; or (ii) a person in a chain of successive ownership of at least 5.0% of the voting securities of an energy efficiency service provider; (E) a person who is an officer or director of an energy a ciency service provider or of a corporation in a chain of successiv ownership of at least 5.0% of the voting securities of an energ efficiency service provider; (F) a person, who actually exercises substantial' influence or control over the policies and actions of an eryergy efficiency service provider; (G) a person over which the energy efficiency service provider exercises the control described in (F);, (H) a person who exe�ises common c �trol over an energy efficiency service provider, wh re "exercisin common control over an energy efficiency service pro 'der" mea having the power, either directly or indirectly, to direct o cause,xhe direction of the management or policies of an energy effi ienr service provider, without regard to whether that power is est ished through ownership or voting of securities or any other dire r indirect means; or (1) a person who, together ith a or more persons with whom the person is related by ownership blood relationship, or by action in concert, actually exercAses subs ntial influence over the policies and actions of an eng(rgy efficienc)�,service company even though neither person may qualify as an affili to individually. For the purposes of this Affidavit all referen s to "energy efficiency service provider' shall mean [Project Sponsor]. Further, Affiant saith not." Signature Printed Name SUBSCRIBED AND SWORN TO BEFORE ME on \th day of to certify which witness my hand and off idVI seal. Notary Public in and for the State of Printed Name of Notary My commission expires: V�1141 NI IG" � . 'K`3�t HI E'A. p r ATTACHMENT C -• INSURANCE REQUIREMENTS NOTE: TX Electric Delivery Electric Delivery Company (TXU Electric Delivery) shall be named DITIONAL INSURED on a olicies(except Worker's Compensation). Each policy shall include a Waiver of Subro ation naming TXU Electric Deli and shall provide for thirty(30)days prior written notice of cancellation to TXU ectric Delivery or, in the case of no ,,payment of premium,ten(10)days written notice of cancellation to TXU Elect 'c Delivery. TYPE/COVERAGE LIMITS OF LIABILITY WORKERS'COMPENSATIhN Statutory EMPLOYER'S LIABILITY �� ) $100,000. Each cident -- $500,000. Di a Policy Limit $100,000. Di ase Employee Limit COMMERCIAL GENERAL LIABILI Bodily Injury&Pro rty Damage Combined: OCCURRENCE FORM with the followi Coverage's included(not excluded): % - Premises Operations Each Occurr ce: $1,000,000 - Explosion, Collapse and General Ag egate: $1,000,000 Underground damage Products omp/Ops.Aggregate: $1,000,000 - Products/Completed Operations -Contractual Insurance(applicable to indemnity clause contained in contract(s)) - Independent Contractors -Broad Form Property Damage - Personal Injury , AUTOMOBILE LIABILITY, with coverage of Bodily Injury d Property Damage (BI and PD) Combined: $1,000,000 (Applicable to all owned, hired and non-owned vehicles) EXCESS UMBRELLA LIABILITY, BI and PD ne .Combi $ 000,000 OCCURRENCE FORM: Each Occurrence and A regate INFORMATION FOR THE PROJECT SPONSO ** Insurance provided by the Project S onsor must be maintai din effect during the entire term of this Agreement. ** A copy of this sheet and a copy o his Agreement should be furni ed to the Project Sponsor's Insurance Agent. ** Only TXU Electric Delivery Risk/4anagement is authorized to amend or ive insurance requirements. INFORMATION FOR INSURANCE g4ENTS: ** Required insurance show be certified using the ACCORD CERTIFICATE INSURANCE, or a form similar theretoyiery ** The Project insurance agent is responsible to list on CERTIFICAT +QF INSURANCE all endorsementsinate any required coverages. ** The Project Ssurance agent is responsible to state on the CERTIFICATE OF I1 ANCE that TXU Electric named ADDITIONAL INSURED on all policies of insurance (except Worker's Compensatio all policies of insurance include Waiver of Subrogation in favor of TXU Electric Delivery. ** CERTIFICATI=OF INSURANCE must be dated and signed by insurance agent or authorized representative. ** CERTIFIC TE HOLDER must be shown as TXU Electric Delivery, 500 North Akard, 9`h Floor, Dallas,Texas 75201, n:John Hanel. /Theal CERTIFICATE OF INSURANCE must be forwarded to the CERTIFICATE HOLDER. ATTACHMENT D AFFIDAVIT OF AFFILIATE STATUS AFFIDAVIT OF CITY OF FORT WORTH, TEXAS [PROJECT SPONSOR] STATE OF TEXAS COUNTY OF TARRANT Before me, the undersigned Notary Public, on this day personally appeared MARC OTT, the undersigned aff!ant, who is known to me, and first being duly sworn, upon his oath said: 1. "My name is MARC OTT. I am above the age of eighteen years, of sound mind, capable of making this Affidavit, have never been convicted of a felony or other crime of moral turpitude, and fully competent to testify as to the matters stated herein. 2. 1 am fully authorized to make this Affidavit on behalf of the CITY OF FORT WORTH, TEXAS [Project Sponsor] and have personal knowledge of the facts stated herein and they are true and correct. 3. 1 am an ASSISTANT CITY MANAGER [title] of the CITY OF FORT WORTH, TEXAS [Project Sponsor], an energy efficiency service provider that has applied to participate in the TXU Electric Delivery 2007 Commercial & Industrial Standard Offer Program. 4. The CITY OF FORT WORTH, TEXAS [Project Sponsor]together with any and all of its Affiliates have not nor will not contract with TXU Electric Delivery to request nor receive more than an aggregate total of 20% of the program budget for the TXU Electric Delivery 2007 Commercial & Industrial Standard Offer Program. 5. For the purposes of this Affidavit, "Affiliate" includes: (A) a person who directly or indirectly owns or holds at least 5.0% of the voting securities of an energy efficiency service provider; (B) a person in a chain of successive ownership of at least 5.0% of the voting securities of an energy efficiency service provider; (C) a corporation that has at least 5.0% of its voting securities owned or controlled, directly or indirectly, by an energy efficiency service provider; .w (D) a corporation that has at least 5.0% of its voting securities owned or controlled, directly or indirectly, by: (i) a person who directly or indirectly owns or controls at least 5.0% of the voting securities of an energy efficiency service provider; or (ii) a person in a chain of successive ownership of at least 5.0%of the voting securities of an energy efficiency service provider; (E) a person who is an officer or director of an energy efficiency service provider or of a corporation in a chain of successive ownership of at least 5.0% of the voting securities of an energy efficiency service provider; (F) a person who actually exercises substantial influence or control over the policies and actions of an energy efficiency service provider; (G) a person over which the energy efficiency service provider exercises the control described in (F); (H) a person who exercises common control over an energy efficiency service provider, where "exercising common control over an energy efficiency service provider" means having the power, either directly or indirectly, to direct or cause the direction of the management or policies of an energy efficiency service provider, without regard to whether that power is established through ownership or voting of _ securities or any other direct or indirect means; or (1) a person who, together with one or more persons with whom the person is related by ownership or blood relationship, or by action in concert, actually exercises substantial influence over the policies and actions of an energy efficiency service company even though neither person may qualify as an affiliate individually. w For the purposes of this Affidavit all references to "energy efficiency service provider" shall mean [Project Sponsor]. _ Further, Affiant saith not." Signature Marc A. Ott _ Assistant City Manager Printed Name SUBSCRIBED AND SWORN TO BEFORE ME on the IT, day of to certify which witness m nd a d official seal. � ' Not rY Public in and for the . HE ME LANE *c MY COMMISSION EXPIRES State of July 20,2011 Printed Name of Notary My commission expires: John Hanel 6'NCOR Program Manager,Specialist Oncor Electric Delivery 1601 Bryan Street Suite 21-100-C Dallas,Texas 75201 Tel 214 486-5886 Fax 214486-7300 July 27, 2007 Mr. Sam Steele City of Fort Worth 908 Monroe St. Fort Worth, TX 76102 RE: C&I Program Final Application Review Project: Traffic Signals Number: CIR2007-01575 Dear Mr. Steele; Enclosed please find one copy of the signed contract for incentives. Next Step The installation notice, due in 90 days, shall include the final EI.xls for lighting in electronic format as well as the signed IN5 Customer Certification that the work is completed. Congratulations on completion of this stage of the project. Please do not hesitate to contact us to answer questions or provide assistance. ly, 9cere n Hanel