COMMERCIAL LOAD MANAGEMENT STANDARD OFFER PROGRAM

Transcription

1 COMMERCIAL LOAD MANAGEMENT STANDARD OFFER PROGRAM 2017 Program Manual and Contract Documents March Commercial Load Management Standard Offer Program

2 Table of Contents 1 PROGRAM DESIGN PROGRAM DESCRIPTION PROGRAM RESPONSIBILITIES PROGRAM PARTICIPATION PARTICIPANT, PROJECT, AND SITE ELIGIBILITY PARTICIPANT ELIGIBILITY PROJECT ELIGIBILITY INCENTIVE BUDGET AND PRICING AVAILABLE BUDGETS INCENTIVE PAYMENTS INCENTIVE ADJUSTMENTS PROGRAM SCHEDULE PROGRAM APPLICATION PROCESS APPLYING TO PARTICIPATE IN ONCOR ENERGY EFFICIENCY PROGRAMS UMBRELLA AGREEMENT PROGRAM APPLICATION AND QUALIFICATIONS ADDENDUM TERMINATIONS CONFIDENTIALITY SUBMISSION OF FALSE, MISLEADING, OR INCORRECT INFORMATION PROGRAM PARTICIPATION COSTS PARTICIPATION RESTRICTIONS AND ADDITIONAL QUALIFICATIONS PROJECT SUBMITTAL PROJECT INFORMATION PROJECT EVALUATION EEPM PROJECT PHASES INITIAL APPLICATION (IA) PHASE INSTALLATION NOTICE (IN) PHASE SAVINGS REPORT (SR) PHASE CONTRACTUAL PROVISIONS COMPLIANCE WITH PROGRAM REQUIREMENTS PROJECT IMPLEMENTATION INCENTIVE PAYMENTS AUDIT AND RECORDS AMENDMENT PERMITS, LICENSES, AND COMPLIANCE WITH LAW INDEPENDENT CONTRACTOR FORCE MAJEURE MISCELLANEOUS APPENDIX APPENDIX A PROGRAM ADDENDUM APPENDIX B RESERVATION OF FUNDS AGREEMENT This Manual summarizes the goals, pricing, and application process of the Oncor Commercial Load Management Standard Offer Program. It includes information about eligibility requirements, incentive payments, the participation process, and descriptions and samples of enrollment materials developed by Oncor for participants. The information included in this Manual is subject to change. The latest information and application forms can be found on Oncor s Energy Efficiency Program website, Commercial Load Management Standard Offer Program 1

3 1 PROGRAM DESIGN Chapter 1, Program Design 1.1 PROGRAM DESCRIPTION The Oncor 2017 Commercial Load Management Standard Offer Program ( Program ) was developed by Oncor to achieve energy efficiency goals, as mandated by the Public Utility Commission of Texas ( PUCT ), and provide a mechanism to quickly reduce demand on the Oncor grid when needed. Incentives are paid to Commercial participants who curtail their demand when contacted by Oncor. Program participation is limited to eligible Commercial customers with demands greater than 50 kw, and energy efficiency service providers who aggregate commercial customers for the purposes of demand reduction ( Participants or Service Providers ). Participants are requested to curtail their facility electricity demand during a Scheduled Curtailment Event, typically in May or June, and be available for additional curtailments during the Summer Peak Period, from June 1, 2017 through September 30, With the exception of the Scheduled Curtailment Event, all other curtailments will be Called Curtailment Events, and are triggered during, or in anticipation of an ERCOT Energy Emergency Alert (EEA) Level 2 event or to assure Oncor grid stability. Participants are paid at the end of the Summer Peak Period, once final demand reduction savings are calculated and verified by Oncor. Demand reduction savings calculations are performed in accordance with the Texas Technical Reference Manual ( TRM ), incorporated herein by reference. Oncor is not involved in the sales or installation of energy efficiency services to its customers. Through the Program, Oncor purchases Peak Demand Savings from Program Participants. One of the features of the Program is that Oncor will rely upon the marketing capabilities of Participants to sell this Energy Efficiency Service to Oncor s Commercial Customers as described in the PUCT Energy Efficiency Rule and who have not opted out of the Energy Efficiency Cost Recovery Factor. Oncor may generally educate Participants and the public about the Program but will not market any specific energy efficiency-related product or service to its customers. Entering into an agreement with a Participant in the Program does not constitute Oncor s endorsement or approval of any company, product, or service. Participants must meet minimum eligibility criteria and comply with all Program rules and procedures. To participate in the Program candidates undergo an application process and enter into a Program Addendum (the Program Addendum ) to the Amended and Restated Texas Energy Efficiency Market Agreement (the Umbrella Contract ). A sample of the Program Addendum is included in Appendix A. Oncor also requires that Service Providers comply with consumer protection requirements. 1.2 PROGRAM RESPONSIBILITIES Program responsibilities for Oncor, Program Participants, and end use customers ( Host Customers ) are listed below: 2017 Commercial Load Management Standard Offer Program 2

4 Chapter 1, Program Design Oncor responsibilities include: Providing training or workshops for potential Service Providers. Reviewing and approving or rejecting all Project Applications (a set of standard forms, submitted by an entity wanting to participate in the Program as a Service Provider). Calculating actual Demand Savings from Curtailment. Authorizing and issuing incentive payments. Participant responsibilities include: Executing an Umbrella Contract within the Energy Efficiency Program Management online portal ( EEPM ) and completing a standard Program Addendum. Submitting a complete Project Application in EEPM and other required supplemental Project information. Conducting marketing activities to potential Host Customers. Complying with customer protection provisions, including those required by PUCT Substantive Rule (u). Adhering to all local, state, and federal laws while participating in the Program. Delivering Demand Savings to Oncor from the Host Customer(s) as required by the Program. Developing and submitting Project documentation in accordance with Program procedures and deadlines. Providing customer service to Host Customers, including the satisfactory resolution of any Host Customer complaints. Attending workshops and meetings as may be required by Oncor. Submitting any additional information when requested for savings verification. The summary above is not an exhaustive list of requirements. Oncor views the preparation of the Project documentation as crucial to the success of the Program and may offer periodic workshops or information resources to acquaint potential Service Providers with Program requirements. The Oncor Energy Efficiency Program website ( provides key information and should be checked regularly for any Program updates. Host Customer responsibilities include: Committing to an Energy Efficiency Project Commercial Load Management Standard Offer Program 3

5 Chapter 1, Program Design Curtailing load at requested times within the Program guidelines. 1.3 PROGRAM PARTICIPATION The Program is offered to all eligible commercial customers as outlined in Section 1.4. Program budgets are established on an annual basis and are on a first come, first served basis. Participants and their affiliate companies are limited to 20% of the annual Program budget, unless modified by Oncor management. Participants are expected to reduce their facility demand by the contracted amount when requested by Oncor during the Summer Peak Period. The Summer Peak Period is the period of 1 p.m. to 7 p.m., June 1, 2017 through September 30, 2017 excluding weekends and Federal holidays. With the exception of the Scheduled Curtailment Event, all other curtailments will be called during or in anticipation of an ERCOT EEA Level 2 event or to assure Oncor grid stability. EEA Level 2 events are called in an attempt to prevent rotating outages across the ERCOT grid, so it is imperative that Participants curtail their facility demand as contracted. Should a Participant fail to curtail demand at least 25% of contracted demand during any hour of an Oncor Called Curtailment Event, the Participant forfeits their incentive payment. Incentive payments are determined at the end of the Summer Peak Period after final demand reduction savings are calculated and verified by Oncor. All demand reduction savings are calculated using PUCT approved calculations defined in the TRM. Savings will be averaged across all events, provided the Participant curtails their demand by at least 25% of the contracted amount during each event hour. Scheduled Curtailment Event The contract amount is established based on a 3 hour Scheduled Curtailment Event. The event normally takes place in May or June and is designed to test the Participant s ability to curtail demand by the requested amount. The contract amount will be based on the Participant s average performance during the Scheduled Curtailment Event. The contract amount will be used for payment, should no Called Curtailment Events be initiated during the Summer Peak Period Called Curtailment Event Called Curtailment Events are initiated when grid emergencies occur, as described above. Oncor Energy Efficiency personnel will receive notification from Oncor s Transmission and Grid Management organization that a grid emergency is imminent. Oncor Energy Efficiency personnel will initiate a Called Curtailment Event and Participants will be notified by automated text, , and telephone calls. The notification will include the start and end times of the event. Participants should receive notification of a Called Curtailment Event at least thirty minutes prior to the start time of the event Commercial Load Management Standard Offer Program 4

6 Chapter 1, Program Design Participants should immediately begin reducing their demand by the contracted amount. Thirty minutes after notification, Oncor will begin measuring demand reduction and Participant performance. Oncor may initiate unlimited Called Curtailment Events of 1 to 4 hours during the Summer Peak Period, but in no case shall the total curtailed time exceed 25 hours for the duration of the program. Verification Process Participant performance is verified by retrieving and analyzing actual 15 minute usage data from Oncor s AMI or IDR meters. If actual meter data is not available for a site during a Scheduled or Called Curtailment Event, including any associated baseline days, Oncor reserves the right to remove the site from the Program. Site Demand Savings = (Baseline kw site Event kw site ) Number of Events Actual Demand Savings = Site Demand Savings by Project All calculations are in compliance with the TRM. For additional information, please refer to the TRM on the Oncor EEPM website PARTICIPANT, PROJECT, AND SITE ELIGIBILITY PARTICIPANT ELIGIBILITY Participants must complete an Umbrella Contract and Program Application to be eligible for the Program. Program Applications will be reviewed to ensure Participants meet eligibility requirements and have sufficient curtailable demand. Eligible entities include, but are not limited to: National or local energy service companies. Retail Electric Providers (REPs). An individual customer with aggregate peak demand of 50kW or greater, who has identified curtailable load at their facilities. Companies that aggregate smaller commercial facilities for participation in the Program. Prior to applying, candidates should ensure that they are capable of curtailing electricity demand at the request of Oncor during the Summer Peak Period Commercial Load Management Standard Offer Program 5

7 Chapter 1, Program Design PROJECT ELIGIBILITY A project is a single eligible site or group of eligible sites submitted in EEPM by a Participant. The project is assigned a unique identifier in EEPM and must meet the following requirements: The Project submitted demand reduction must be 100 kw or greater, as determined by EEPM at the time of submittal. The minimum project size may be adjusted by Oncor based on Program performance requirements. The submitted Project must be under the current Participant incentive cap listed in Section 1.5 of this Manual. Oncor may raise the incentive cap as necessary to achieve Program goals An eligible site is defined as an individual ESIID, and meets the following criteria: - Is in the Oncor Service Territory - Has an annual peak demand of 50 kw or above - Has an Oncor AMS or IDR meter to measure electricity demand - Does not participate in an ERCOT load curtailment program while enrolled in the Oncor Program After the project is approved by Oncor, no site changes are permitted. The following loads are excluded from consideration for this Program: - A customer who has load contracted with a REP where that contract prevents the load from participating in a Curtailment. - Loads where Curtailment would result in negative environmental or health effects. - Curtailable Load that receives an incentive through any other Energy Efficiency Program. This can include, without limitation, any ERCOT or other program that is currently available. - Curtailable Load that takes electric service at transmission voltage and that serves a for-profit end-use customer. - An industrial customer with Curtailable Load that takes electric service at distribution voltage and that qualifies for the energy efficiency exemption pursuant to PUCT Substantive Rule (w). - A commercial customer classified as manufacturing that has selected to opt-out from paying into the Energy Efficiency Cost Recovery Fund (EECRF). Projects not meeting the site, project, or program requirements are subject to cancellation by Oncor Commercial Load Management Standard Offer Program 6

8 Chapter 1, Program Design 1.5 INCENTIVE BUDGET AND PRICING AVAILABLE BUDGETS The Incentive Budget for the Program is determined by Oncor and is based on the Program Demand Savings Goal. Funds are reserved for an approved Project on a firstcome, first-served basis until the Program budget is exhausted. Oncor reserves the right to adjust the incentive budget at any time at its sole discretion. The Program Incentive Budget and Program Demand Savings Goal are provided below: 2017 Program Incentive Budget $2,200, Program Demand Savings Goal 55,000 kw INCENTIVE PAYMENTS Incentives are paid at the end of the Summer Peak Period, within 45 days after demand savings are calculated and verified by Oncor. Incentives are based on the average actual demand reduction for all events during the Summer Peak Period. If actual average demand savings are lower than the contracted amount, the incentive payment will be based on actual demand savings. If actual demand savings are higher than the contracted amount, the incentive payments will be capped at the contract amount. Participant Incentive = Actual Demand Savings or Contract Amount X Incentive Rate Payment (Lower of the two) Incentives for the 2017 Program are listed in the table below: Type of Incentive Incentive Rate Demand Savings to Incentive Cap Reach Cap Demand Reduction for the Summer Peak Period $40.00/kW 11,000 kw $440, INCENTIVE ADJUSTMENTS Oncor may redistribute funds from underperforming contracts to those Participants whose average demand reduction across all events is higher than their contract amount. Underperforming contract funds must be available for the redistribution to take place Commercial Load Management Standard Offer Program 7

9 Chapter 1, Program Design Underperforming contract funds will be distributed equitably across all Participants who overperform, based on their contribution to the overperformance. Participants may still be subject to the 20% budget incentive cap. Overperformance Rate ($ / kw) = Total Underperforming Contract Funds Total Overperforming kw Overperformance Rate shall not exceed the current incentive rate listed in Section Participant Payment = Overperformance Rate X Participant Overperformance kw Although the intent of the Program is to distribute funds from underperforming contracts, Oncor reserves the right to retain funds based on Program requirements. Oncor will notify Participants about the availability of underperforming contract funds after all savings calculations are completed and verified Commercial Load Management Standard Offer Program 8

10 2 PROGRAM SCHEDULE Chapter 2, Program Schedule The schedule for the 2017 Program will be provided on Oncor s Energy Efficiency Program website, When the Program opens, Applicants may begin completing and submitting Program Applications at that time. After being approved for the Program, Participants will be able to begin preparing Projects. Although Participants may create and edit projects in EEPM, project submittal will be disabled until the project submittal date. When EEPM opens for project submittal, projects will be assigned to a wait-list based on the order that they were received. Participants are encouraged to have their Program Application approved by Oncor and their Project(s) ready for submittal before the project submittal date. Oncor will call a Scheduled Curtailment Event in May or June. All Participants should curtail their facility demand by the savings requested in the submitted Project. Oncor will evaluate Participant performance and assign demand savings to each site and Project. Participants that do not reduce their demand during the Scheduled Curtailment Event will be terminated from the Program. Projects will be evaluated in wait-list order and assigned contract amounts based on Scheduled Curtailment Event performance. The Program budget will be reduced by the contract amount as each Project value is determined. The process will continue until the budget is exhausted. Oncor may raise or reduce the Program budget at its sole discretion. Selected Participants will be notified and will sign a Reservation of Funds agreement with Oncor. Those Participants not selected will be notified by the Oncor Program Manager. Selected Participants must be available for Called Curtailment Events beginning June 1, 2017 and for the duration of the Summer Peak Period Commercial Load Management Standard Offer Program 9

11 Chapter 3, Program Application Process 3 PROGRAM APPLICATION PROCESS 3.1 APPLYING TO PARTICIPATE IN ONCOR ENERGY EFFICIENCY PROGRAMS UMBRELLA AGREEMENT The first step in the application process is completing an Umbrella Agreement through EEPM, unless the Service Provider already has an Umbrella Agreement in effect with Oncor. The Umbrella Agreement can be found at and clicking the Sign Up or Learn More link. The Umbrella Agreement establishes the relationship between the Participant company and Oncor. Additionally, once the Umbrella is approved, the Participant will receive log in credentials to EEPM PROGRAM APPLICATION AND QUALIFICATIONS The Service Provider should then contact the EEPM Help Desk and request to be associated with Program. A Program Application will appear on the Participant s home screen in EEPM. The Participant should complete the electronic application and print out the associated Program Addendum for signature. Sign and date the Program Addendum and upload it under the Attachments tab in EEPM. Submit the Program Application through EEPM. Once approved, Program Addendums are on-going, but terminable by Oncor at will, as well as for other events of default by Service Provider. This allows Service Providers to avoid resubmitting a new Program Addendum each Program year; however, it does require the Service Provider to submit updated documentation for each Program year of the Program Addendum through EEPM. It is solely the responsibility of the Service Provider to make Oncor aware of changes required to the documentation and to provide an electronic copy of such documentation in EEPM. Failure to provide documentation may be a breach of the Program Addendum, which can be grounds for termination of the Addendum with the Service Provider. The Program Addendum does not in any way guarantee the Service Provider funding during the Program year of the Program Addendum. The Program Addendum does not in any way obligate Oncor to the Program. Oncor will notify applicants of their Application status within ten (10) business days of submitting the Application. If Oncor approves a Program Application, it will execute the Program Addendum, if applicable, and attach a copy to the Printed Documents folder in EEPM. Oncor requires applicants to demonstrate their financial, technical, and managerial qualifications as part of the Program Application process to help ensure that the proposed Projects will be successful in delivering the estimated Demand Savings and that the applicant is committed to fulfilling Program objectives and is competent to 2017 Commercial Load Management Standard Offer Program 10

12 Chapter 3, Program Application Process complete the proposed Project. At a minimum, the Program Application must include the following: A brief statement of the applicant s technical and managerial capabilities and experience in implementing Energy Efficiency Projects. Two recent client/customer references for Projects similar in nature to that proposed in the Project Application (include contact name, address, and phone number). Evidence of applicant s financial strength and capability. This may include company description, years in business, number of employees, approximate annual revenues, trade references (include name and phone number), and/or other information deemed appropriate by the applicant. Disclosure of any legal judgments pending, or entered in the previous two (2) years, against applicant, as well as a current list of pending litigation filed against applicant ADDENDUM TERMINATIONS Oncor may terminate any or all Program Addendums, in whole or in part, at any time, in its sole discretion, by providing written notice of termination to Service Provider. The notice of termination will specify the effective date of any termination, and that the Program Addendum is terminated in its entirety. In the event a Program Addendum is terminated by Oncor, Oncor will have no obligations with respect to any contractual obligations entered into between Host Customer and Participant after Participant s receipt of Oncor s notice of termination. In the event the Program is terminated, Oncor's only liability will be to pay Participant the unpaid balance due Participant for the portion of a Project already commenced that cannot be discontinued without breaching the Host Customer Agreement. In the event that fraudulent activity on behalf of the Participant is identified, Oncor reserves the right to negate any payments related to the Project. Oncor may refuse a Participant the opportunity to complete an Addendum in the Program for any reason in Oncor s sole discretion, including based on Participant s prior participation in the Program or any other Energy Efficiency Program offered by Oncor. Please refer to the Umbrella Contract and Program Addendum for actual termination provisions. Please note that this Section is only a summary of certain terms in the Umbrella Contract and Program Addendum, and that the terms of the actual Umbrella Agreement and Program Addendum supersede and control over this summary in the event of any conflict CONFIDENTIALITY Oncor s Program is subject to oversight by the PUCT, which may request a copy of any Program materials that Oncor receives. Sensitive information submitted by the Service Provider to Oncor, such as financial statements and Project costs, will be treated confidentially to the extent possible. However, Oncor will not be liable to any Service 2017 Commercial Load Management Standard Offer Program 11

13 Chapter 3, Program Application Process Provider or other party as a result of public disclosure of any information submitted pursuant to the Program SUBMISSION OF FALSE, MISLEADING, OR INCORRECT INFORMATION Oncor reserves the right to discontinue its evaluation of all submittals from any Participant who submits false, misleading, or incorrect information PROGRAM PARTICIPATION COSTS Oncor will not reimburse any Participant for any costs incurred by participating in the Program, including costs of preparing the Project Application and reviewing or executing the Program Addendum PARTICIPATION RESTRICTIONS AND ADDITIONAL QUALIFICATIONS Oncor may impose additional restrictions and qualification requirements on Participants in addition to those set forth in the Program Addendum based on prior participation in an Oncor energy efficiency program Commercial Load Management Standard Offer Program 12

14 4 PROJECT SUBMITTAL Chapter 4, Project Submittal After acceptance into the Program, Service Providers are eligible to submit Projects. All Project submissions are managed through EEPM and each Project will require an independent submission. All supplemental documentation, if required, must be attached to the Project under the Attachments tab. It is the sole responsibility of the applicant to ensure that Oncor receives all of the required Project materials by close of business on the applicable due date. 4.1 PROJECT INFORMATION Participants must provide information about the scope of their proposed Project(s). The type of information requested includes the following: Project Description Describe the load that the Participant proposes to Curtail along with a brief description of all facilities that are participating in the Program. Oncor Account Number (ESI ID) This number can be identified on the site s electric bill as a 17-digit number, ex. ESI ID: To verify that a customer is an Oncor customer, the Service Provider should look for the distinguishing numbers, or located as digits 3 through 7 in the 17-digit number. The Service Provider should include all ESI IDs with an IDR or Advanced Meter that will be participating in the Program that are associated with an Oncor customer in its Application. When entering Project information in EEPM, only the last seven digits of the ESI ID are used as input. Participant Contacts The Primary and Secondary Contacts that are used to provide notification to the Participant of a required Curtailment. A representative of Service Provider must be available at this contact point during the Summer Peak Period. Phone number(s), mobile phone number(s), and addresses should be provided to allow Oncor to communicate with the Service Provider s Primary and Secondary representatives concerning the Program. Should the Service Provider need to change these contacts during the term of the Project, it must provide the new contact and contact information to Oncor at least five (5) business days prior to the date the new contact will take effect. Additional Service Provider Contact Name(s) and Information Additional identification and information related to one or more representative(s) of the Service Provider who are also responsible for implementation of the Project. Phone number(s), mobile phone number(s), and addresses should be provided to allow Oncor to communicate with the Service Provider s representative concerning the Program. Supporting Documentation The Service Provider may submit additional supporting documentation that it determines is relevant for the submitted Project, and shall submit any additional supporting documentation that may be requested by Oncor from time to time Commercial Load Management Standard Offer Program 13

15 Chapter 4, Project Submittal As part of the application review, Oncor will review the feasibility of the proposed Curtailable Load and the accuracy of the Requested Demand Savings. Oncor may request clarification of, or additional information about, any item in the Application. Additional information requested by Oncor may include, but is not limited to, a management plan that includes the design, implementation, operation, and management of the Project. Service Providers must respond to such requests within the time period specified by Oncor. If the clarification or additional information is not forthcoming in a timely manner, Oncor reserves the right to discontinue its evaluation and reject the Application. 4.2 PROJECT EVALUATION Oncor may reject a Project for any reason in its sole discretion. Examples of reasons why Oncor may reject a Project include: The Project is received after the budget for the Program has been fully committed. Required submittals are not received by deadlines stated in this Program Manual. The applicant fails to meet Program eligibility requirements as determined by Oncor, in its sole discretion. The applicant is found to have made material misrepresentations in the Project. The applicant fails to comply with applicable federal, state, and local laws and regulations. Oncor determines rejection is necessary due to changes that occur in laws or regulations directly affecting the Program. Oncor, in its sole judgment, determines that the applicant is incapable of fulfilling the terms and conditions of the Program. Oncor may request clarification of, or additional information about, any item submitted as part of the Project Application. Applicants must respond to such requests within the time period specified by Oncor. If the clarification or additional information provided is not sufficiently responsive, Oncor may, at its sole discretion, request additional information or discontinue its evaluation of the submittal. 4.3 EEPM PROJECT PHASES INITIAL APPLICATION (IA) PHASE The Project application and evaluation process for Participants with an executed Umbrella Contract and approved Program Application involves the following steps: Participant creates their Project(s) in EEPM, which includes the Requested Demand Savings amount Commercial Load Management Standard Offer Program 14

16 Chapter 4, Project Submittal Participants submit their Project(s) on the Project submittal open date in EEPM. All Project submittals will be time-stamped in EEPM and placed on a wait-list at the time of submittal. The EEPM generated wait-list is used to assign the Contracted Amount. Participants can view their wait-list status in EEPM. Once a Project has been submitted, Participants are not allowed to add or remove meters to the Project unless required by Oncor. Participants curtail demand during the Scheduled Curtailment Event. Participants that submit a Project will be required to curtail load for a three-hour period. Oncor verifies the Demand Savings from the Scheduled Curtailment Event using the Verification Process INSTALLATION NOTICE (IN) PHASE The Project approval process for Participants with wait-listed Projects involves the following steps: Projects will be approved based on the results of the Scheduled Curtailment Event and the Project wait-list order until the Program budgets have been exhausted. Oncor approves the Contracted Amount, which will be the lesser of the Requested Demand Savings amount or the verified Demand Savings achieved during the Scheduled Curtailment Event. Awarding of an approved Contracted Amount is governed by the wait-list process and all terms as stated in the Program Manual. Oncor will send Participants a Reservation of Funds Agreement to sign and return within two (2) business days. Oncor notifies Participants of the Program status. The Participant will be informed that it either has an approved contract or that they are not participating in the Program. Those Participants who do not receive contracts are ineligible for any incentive payment for participation in the Scheduled Curtailment Event. Participants with an approved contract shall reduce demand during Called Curtailment Events when notified by Oncor. Oncor verifies demand savings from all Called Curtailment Events using the Verification process outlined in Section SAVINGS REPORT (SR) PHASE After the Summer Peak Period, Oncor pays the Service Providers with an approved Contract for the verified Demand Savings achieved during Called Curtailment Events Commercial Load Management Standard Offer Program 15

17 5 CONTRACTUAL PROVISIONS 5.1 COMPLIANCE WITH PROGRAM REQUIREMENTS Chapter 5, Contractual Provisions By executing the Program Addendum, Service Provider warrants and represents that it is aware of and complies with all of the Contract Documents. Service Provider also warrants and represents that it meets or exceeds all of the following qualifications required by Oncor for participation in the Program: Possesses and can demonstrate experience in implementing similar Projects. Can produce evidence of a good credit rating. Service Provider warrants and represents that the Project meets all applicable federal, state, and local laws and regulatory requirements, and also warrants and represents that: The Project will result in Peak Demand Savings during the Summer Peak Period. Service Provider will comply with the customer protection requirements in PUCT Substantive Rule (u) while implementing the Project. The Project does not result in negative environmental or health effects, including effects that result from improper disposal of equipment and materials. Service Provider acknowledges that it reviewed a copy of this Program Manual prior to submission of its Project Application. Service Provider warrants and represents that its participation in the Program has at all times been in compliance with the procedures and conditions set forth in the Program Program Manual, and that any failure to comply therewith may be treated as a breach of the Program Addendum notwithstanding the fact that such failure occurred prior to the execution of the Program Addendum. Service Provider also acknowledges that it meets or exceeds all of the qualifications required to participate in the Program as described in this Program Manual, and that failure to meet the qualifications therein may be treated as a breach of the Umbrella Agreement and Program Addendum. Service Provider warrants and represents that the total funds requested by it and its Affiliates do not equal more than 20% of the Program budget for the Project Option inclusive of its Affiliates. 5.2 PROJECT IMPLEMENTATION Service Provider agrees to use all reasonable efforts to implement the Project without undue delay and otherwise in accordance with the terms of the Contract Documents. 5.3 INCENTIVE PAYMENTS Oncor shall, subject to the funding limitations described below, make an incentive payment to Service Provider based upon the Verified Savings derived from the Project Commercial Load Management Standard Offer Program 16

18 Chapter 5, Contractual Provisions The total incentive payment due to Service Provider will be calculated by multiplying the Verified Savings by the applicable incentive rate. Oncor will only make incentive payments to the extent funding remains available in the Program Option budget. 5.4 AUDIT AND RECORDS Service Provider shall keep and maintain accurate and detailed records and documentation relating to each Project and its associated Peak Demand Savings for a period of not less than three (3) years beyond the completion of the Project. During the retention period, such records shall be made available, upon reasonable notice, for inspection during normal business hours by Oncor or any governmental agency having jurisdiction over the Program or any portion of the Project. According to the Texas Business and Commerce Code - Section 35.48, Retention and Disposal of Business Records, businesses that dispose of records containing personal information must destroy or modify the record through shredding or other means that renders the information unreadable. Personal information consists of the customer s name and any of the following: Customer identification number (premise number, meter number and/or ESI ID) Social Security number (or government identification number) Driver license number Address (physical or mailing) 5.5 AMENDMENT No amendment or modification of the Contract Documents shall be binding on either party unless it is in writing and signed by both parties. Amendments to this Program Manual will be attached hereto and made a part hereof for all purposes. Oncor may terminate the Umbrella Agreement and any Program Addendum at any time and for any reason in its sole discretion. Notwithstanding anything contained in the Contract Documents to the contrary, Oncor may from time to time modify the Standard Offer Program. If Oncor determines in its sole discretion that the modification necessitates an amendment of this Program Manual, Oncor shall notify Service Provider in writing of the need to amend this Program Manual to comply with such changes and shall provide Service Provider with an Amendment setting forth the required changes. If Service Provider does not execute and return such amendment on or before five (5) business days of its receipt of such notice (the Amendment Deadline ), the Program Addendum shall terminate on the Amendment Deadline, and the parties will have no further obligations under the Program Addendum other than those accruing prior to such termination Commercial Load Management Standard Offer Program 17

19 5.6 PERMITS, LICENSES, AND COMPLIANCE WITH LAW Chapter 5, Contractual Provisions Service Provider represents and warrants that prior to beginning installation of any Measures, it will obtain, at its own cost and expense, all permits, licenses, and other authorizations from governmental authorities in its business name as then may be required to achieve the Project Demand Savings and to perform its obligations hereunder. During the term hereof, Service Provider will obtain all such additional governmental permits, licenses, and other authorizations when required with respect to the Measure. If requested by Oncor, Service Provider shall furnish to Oncor copies of each such permit, license, or other approval promptly following receipt thereof. Service Provider shall maintain in full force and effect all such governmental permits, licenses, and other authorizations as may be necessary to achieve the Project Demand Savings in accordance herewith. Service Provider 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. Service Provider shall defend any suit that may be brought against Oncor and shall hold Oncor harmless from any liability, damages, and costs, including without limitation attorney s fees, incurred by Oncor arising from or related to infringement or alleged infringement of any such intellectual property used by Service Provider in the implementation of the Project. All work performed by Service Provider in connection with the implementation of the Project by Service Provider shall comply with all applicable laws, statutes, ordinances, rules, regulations, and decrees of any governmental or administrative body having jurisdiction over Oncor, Service Provider, the Program, or any portion of the Project. 5.7 INDEPENDENT CONTRACTOR Service Provider will act as and be deemed to be an independent contractor. Service Provider will not act as, nor be deemed to be, an agent or employee of Oncor. Service Provider 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. 5.8 FORCE MAJEURE Should either party be rendered unable, either wholly or in part, by an event of Force Majeure to fulfill its obligations under the Contract Documents, the obligation of the party so rendered, which 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 party within fortyeight (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 party 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 party s obligation regardless of the extent of any existing Force Majeure. The term Force Majeure as used in this Program Manual will mean acts of God (except as excluded herein), strikes, lockouts, or other industrial disturbances; acts of 2017 Commercial Load Management Standard Offer Program 18

20 Chapter 5, Contractual Provisions public enemies or 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 Program Manual. Rain, snow, ice, or other adverse weather conditions will not be considered events of Force Majeure. The term Force Majeure does not include: events or circumstances that affect the costs to achieve the Project Demand Savings 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 that would fit the definition of Force Majeure set forth in this Program Manual. In no event will any Force Majeure extend the Umbrella Contract or Program Addendum beyond its stated term. If any Force Majeure causes a reduction in the Project Demand Savings, the parties may at any time agree to reduce the Project Demand Savings for the duration of the Force Majeure event. 5.9 MISCELLANEOUS Service Provider will not assign, transfer, or otherwise dispose of any of its obligations or duties without the prior written approval of Oncor. Any assignment or transfer made without the express written approval of Oncor will be null and void. The rights and remedies provided by the Contract Documents 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 other remedies. Said rights and remedies are given in addition to any other rights the party may have by law, statute, ordinance, or otherwise. No waiver by the party hereto of any default or breach of any term, condition, or covenant of the Contract Documents shall be deemed to be a waiver of any other breach of the same or any other term, condition, or covenant contained herein. In the event any provision of the Contract Documents is held to be void, unlawful, or otherwise unenforceable, that provision will be severed from the remainder of the Contract Documents and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible; the Contract Documents as so modified will continue to be in full force and effect Commercial Load Management Standard Offer Program 19

21 6 APPENDIX Chapter 6, Appendix APPENDIX A APPENDIX B PROGRAM ADDENDUM RESERVATION OF FUNDS AGREEMENT 2017 Commercial Load Management Standard Offer Program 20

22 Chapter 6, Appendix APPENDIX A PROGRAM ADDENDUM This Program Addendum ( Program Addendum ) is made by the undersigned pursuant to the Amended and Restated Texas Energy Efficiency Market Agreement (the Agreement ) dated as of (Umbrella Agreement approval date auto fill from EEPM), by and between Oncor Electric Delivery Company LLC ( Company ), a Delaware limited liability company, and (auto fill from EEPM) (hereinafter Participant ). WHEREAS, Company has developed a demand-side (Program name auto fill from EEPM) (the Program ) for its (customer class commercial or residential auto fill EEPM) customer classes as part of Company s TEEM Program (as defined in the Agreement); and WHEREAS, the Program seeks to procure energy and peak demand savings through the installation and operation of energy efficiency measures at commercial customer sites; and WHEREAS, Participant has developed a plan for participation in the Program through a set of proposed energy efficiency measures that will produce consistent and predictable energy and peak demand savings. 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: 1. Company s (Program Name auto fill from EEPM) Manual (the Manual ), including all terms and conditions therein, is incorporated into this Program Addendum in its entirety. Undefined capitalized terms used herein have the meanings given them in the Manual. Any references in the Manual to Service Provider shall refer to Participant. 2. Participant understands and agrees to be bound by the Manual. Participant further understands and agrees that the Manual is subject to change from time to time, at the sole discretion of Company. 3. Participant understands and agrees that it shall only be allowed to participate in the Program during the period of time in which the Agreement and the Manual are in effect. 4. Participant understands and agrees that as a condition to participating in the Program, Participant must submit an application ( Application ) each year in accordance with the requirements set forth in the Manual. 5. The TEEM Projects (as defined in the Agreement) shall consist of Participant s participation in the Program pursuant to the Manual and an Application for such TEEM Projects that has been approved by Company. Participant shall complete the TEEM Projects in accordance with the Manual and such Application. Available incentives/fees for the TEEM Projects and terms governing the payment of such incentives/fees shall be set forth in the Manual; provided, however, that Company may, in its sole discretion, condition its approval of an Application based on incentives/fees that differ from that set forth in the Manual ( Replacement Incentives ). Any Replacement Incentives and terms governing the payment of such Replacement Incentives shall be set forth in a writing executed by both Company and Participant prior to commencement of the TEEM Projects. Replacement Incentives will supersede any incentives/fees set forth in the Manual. 6. The term of this Program Addendum shall commence on the date of execution by Company (the Commencement Date ) and, unless otherwise terminated as set forth in the Agreement, shall continue in force and effect until Company s payment of any applicable incentives/fees payable in accordance with Section 5 of this Program Addendum upon Participant s completion of the TEEM Projects Commercial Load Management Standard Offer Program 21

23 Chapter 6, Appendix 7. In the event Company provides Participant with a notice of termination, Participant will finish any Project already commenced which cannot be discontinued without breaching the Host Customer Agreement. Company will have no obligations with respect to any contractual obligations entered into between Host Customer and Participant after Participant s receipt of Company s notice of termination. 8. Participant understands and agrees that any TEEM Projects must be completed in accordance with the terms and conditions set forth in the Manual. Company shall have no obligation to make any payments with respect to any TEEM Projects or portions of TEEM Projects that are not completed in compliance with the Manual. In the event Company makes any payment with respect to a TEEM Project or portion of a TEEM Project that Company later determines was not completed in compliance with the Manual, Participant agrees to reimburse Company for the amount of such payment. 9. In the event a TEEM Project is terminated prior to completion, Company's only liability will be to pay Participant the unpaid balance due Participant for that portion of the TEEM Project commenced and which cannot be discontinued without breaching the Host Customer Agreement; notwithstanding the foregoing, however, Company shall not be required to pay Participant for any portion of a TEEM Project that Company determines was not completed in compliance with the terms and conditions set forth in the Manual. 10. The parties understand and agree that this Program Addendum shall be incorporated into, and shall become a part of, the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Program Addendum to be executed by their duly authorized representatives. By execution of this Program Addendum, each party reaffirms the binding nature of the Amended and Restated Texas Energy Efficiency Market Agreement (the Agreement ) and represents and warrants that the Agreement was duly and properly executed by an authorized individual on behalf of such party. ONCOR ELECTRIC DELIVERY COMPANY LLC By: Name: Title: Date: [PARTICIPANT auto fill from EEPM] By: Name: Title: Date: 2017 Commercial Load Management Standard Offer Program 22

24 Chapter 6, Appendix APPENDIX B RESERVATION OF FUNDS AGREEMENT Current Status: IN Submitted Date - Time: Wokgroup Code: 2017CLM Workgroup Name: Attn: Pursuant to the terms and conditions set forth in the Commercial Load Management Standard Offer Program (CLMSOP) 2017 Program Manual (the Manual ), you have completed an application (the Application ) and Program Addendum to the Amended and Restated Texas Energy Efficiency Market Agreement, dated as of, by and between you and Oncor (the Program Addendum ) and agreed to participate in the SOP. Undefined capitalized terms used in this supplement to the Program Addendum (this Supplement ) have the meanings given them in the Manual. Thank you for participating in the Scheduled Curtailment Event pursuant to the CLMSOP. We have reviewed the results and have determined that the Scheduled Curtailment Event Demand Savings from such event was kw, which is [less than/equal/greater than] the Requested Demand Savings Amount of kw that is in your Application. As a result, your Contracted Amount for the CLMSOP is kw. Incentives will be paid as outlined in the Manual. Please have the proper person in your organization sign below to concur and return one copy acknowledging your agreement to these terms. Keep one copy for your files. This Supplement is due back in two days from the date of this Supplement by attaching the signed document under the Project Attachment tab in Oncor s EEPM project management system. By execution below, you acknowledge and agree that this Supplement shall be incorporated into, and made a part of, the Program Addendum and the Amended and Restated Texas Energy Efficiency Market Agreement by and between you and Oncor. Acknowledged and Agreed: ONCOR ELECTRIC DELIVERY COMPANY LLC [SERVICE PROVIDER NAME] By: By: Name: Title: Date: Name: Title: Date: Please Note: Attach signed document under Project Attachment tab in EEPM Commercial Load Management Standard Offer Program 23