Oncor - Basic Commercial Standard Offer Program

7/30/2019 Oncor - Basic Commercial Standard Offer Program

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BASIC COMMERCIALSTANDARD OFFER PROGRAM

2013 Program Manual

J anuary 2013


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Table of Contents

2013 Basic Commercial Standard Offer Program ii

TABLE OF CONTENTS

1 PROGRAM DESIGN ........................................................................................................................... 11.1 PROGRAM DESCRIPTION ................................................................................................... 11.2 PROGRAM PARTICIPANTS ................................................................................................. 21.3 PROJ ECT OPTION ................................................................................................................ 3

1.3.1 BASIC COMMERCIAL STANDARD OFFER PROGRAM....................................... 31.4 SERVICE PROVIDER, CUSTOMER, MEASURE, AND PROJ ECT ELIGIBILITY ............... 4

1.4.1 SERVICE PROVIDER ELIGIBILITY........................................................................ 41.4.2 HOST CUSTOMER ELIGIBILITY ............................................................................ 41.4.3 ENERGY EFFICIENCY MEASURE ELIGIBILITY ................................................... 51.4.4 PROJECT SIZE ....................................................................................................... 6

1.5 INCENTIVE BUDGETS AND PRICING ................................................................................. 61.5.1 AVAILABLE BUDGETS........................................................................................... 61.5.2 PRICES ................................................................................................................... 71.5.3 INCENTIVE LIMITATIONS ...................................................................................... 71.5.4 DEEMED SAVINGS FOR LIGHTING MEASURES OPTION ................................. 8

1.6 PROGRAM PROCESS AND TIMELINE ................................................................................ 91.6.1 PROJECT APPLICATION PROCESS .................................................................... 91.6.2 PRODUCTION PERIOD.......................................................................................... 9

1.7 ADDENDUM TERMINATIONS .............................................................................................. 92 PROJECT APPLICATION ................................................................................................................ 11

2.1 GENERAL PROJ ECT APPLICATION GUIDELINES .......................................................... 112.2 APPLICATION PROCESS ................................................................................................... 11

2.2.1 POTENTIAL PROVIDER INFORMATION............................................................. 112.2.2 QUALIFICATIONS ................................................................................................. 12

2.3 PROJ ECT APPLICATION SUBMITTAL PROCEDURE ...................................................... 122.4 PROJ ECT APPLICATION REVIEW PROCEDURES .......................................................... 12

2.4.1 PROJECT APPLICATION EVALUATION ............................................................. 122.4.2 APPLICATION CONFIDENTIALITY...................................................................... 132.4.3 SUBMISSION OF FALSE, MISLEADING, OR INCORRECT INFORMATION ..... 132.4.4 BCSOP PARTICIPATION COSTS ........................................................................ 132.4.5 PARTICIPATION RESTRICTIONS AND ADDITIONAL QUALIFICATIONS......... 13

3 PRODUCTION PERIOD ................................................................................................................... 143.1 PRODUCTION PERIOD ...................................................................................................... 143.2 REQUIRED SUBMITTALS ................................................................................................... 14

3.2.1 INSTALLATION NOTICE CUSTOMER CERTIFICATE AND SAVINGS REPORTS............................................................................................................................... 14

3.2.2 HOST CUSTOMER AGREEMENT AND INSTALLATON NOTICE CUSTOMERCERTIFICATE ....................................................................................................... 15

3.2.3 PROJECT INVOICES............................................................................................ 153.3 SUBMITTAL REVIEW PROCEDURES ............................................................................... 15

3.3.1 ADMINISTRATIVE REVIEW ................................................................................. 153.3.2 PRE-INSTALLATION INSPECTION ..................................................................... 163.3.3 POST-INSTALLATION INSPECTION ................................................................... 173.3.4

INCENTIVE ADJUSTMENTS

................................................................................ 173.3.5 COOLING EQUIPMENT PRE-INSPECTION ........................................................ 173.3.6 COOLING EQUIPMENT POST-INSTALLATION.................................................. 183.3.7 COOLING EQUIPMENT POST-INSTALLATION INSPECTION........................... 183.3.8 PROJECT SUBMITTIAL PROCESS ..................................................................... 18

4 CONTRACTUAL PROVISIONS ....................................................................................................... 204.1 COMPLIANCE WITH PROGRAM REQUIREMENTS ......................................................... 204.2 REQUIRED PROGRAM DOCUMENTS .............................................................................. 214.3 PROJ ECT IMPLEMENTATION ........................................................................................... 214.4 INCENTIVE PAYMENTS ..................................................................................................... 22


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Table of Contents

2013 Basic Commercial Standard Offer Program iii

4.5 AUDIT AND RECORDS ....................................................................................................... 234.6 AMENDMENT ...................................................................................................................... 244.7 PERMITS, LICENSES, AND COMPLIANCE WITH LAW .................................................... 244.8 INDEPENDENT CONTRACTOR ......................................................................................... 25

5 APPENDIX ........................................................................................................................................ 28


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Chapter 1, Program Design

2013 Basic Commercial Standard Offer Program 1

1 PROGRAM DESIGN

1.1 PROGRAM DESCRIPTION

Oncor is a regulated electric transmission and distribution service provider that

serves 10 million customers across Texas. Using cutting edge technology, more than3,000 employees work to safely maintain reliable electric delivery service with thelargest distribution and transmission system in Texas; made up of approximately118,000 miles of lines and more than 3 million meters across the state. But Oncordelivers more than just electricity. Each day, Oncor helps Texans meet the challenge ofrethinking energy use for greater efficiency, cost savings and positive environmentalimpact. For more than 100 years, weve built a reputation as a company that caresabout our communities, whether it involves supporting the environment, promotingsafety or teaching school children about electricity. Oncor is owned by a limited numberof investors, including a majority owner, Energy Future Holdings Corp. It is managed bya board of directors, which is comprised of a majority of independent directors.

The Oncor 2013 Basic Commercial Standard Offer Program (BCSOP or theProgram) was developed by Oncor to provide an incentive to energy efficiency serviceproviders (Service Provider(s)) to implement electric energy efficiency projects(Project(s)) at Commercial Customer (as defined by the Public Utility Commission ofTexas (PUCT or Commission) and in Oncors Technical Resource Manual for EnergyEfficiency Programs (the TRM)) facilities served by Oncor. The TRM is incorporatedherein. For purposes of this section, each metered point of delivery shall be considereda separate customer. The BCSOP complies with the standard offer programrequirements promulgated by the Commission. This Program Manual is intended toinform Service Providers of the BCSOP requirements and processes. However,

Service Providers should also review the PUCT rules related to energy efficiencyprograms and are required to comply with such rules. For definitions of certaincapitalized terms used herein, see the Glossary in Section 2 of the TRM.

The primary objective of this BCSOP is to achieve cost-effective reduction in energyconsumption. Additionally, the Program is designed to do the following:

Encourage private sector delivery of energy efficiency products and services.

Achieve customer energy and cost savings.

Significantly reduce barriers to participation by streamlining Program procedures.

Encourage participation by a wide range of Service Providers.

Oncor is not involved in the sales or installation of energy efficiency services to itscustomers. Through the BCSOP, Oncor purchases Peak Demand Savings and EnergySavings from Service Providers who market, sell, and install Energy EfficiencyMeasures. One of the features of the BCSOP is that Oncor will rely upon the marketingcapabilities of Service Providers to sell Energy Efficiency Measures to OncorsCommercial Customers. Oncor may generally educate Service Providers and the publicabout the BCSOP but will not market any specific energy efficiency-related product or


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service to its customers. Entering into an agreement with a Service Provider in theBCSOP does not constitute Oncors endorsement or approval of any company, product,or service.

Oncor has designed the BCSOP to encourage electric energy efficiency improvementsthat go above and beyond the efficiency gains typically achieved in energy efficiency

projects. Consequently, energy savings credits for such Measures will be based onlyon Peak Demand and Energy Savings that exceed current federal minimum efficiencystandards, if such standards apply. In cases where standards do not exist, and on earlyreplacement or retrofit of existing equipment, Peak Demand and Energy Savings creditswill be based on efficiency improvements relative to typical efficiencies in likecircumstances (subject to other limitations as specified herein).

Service Providers participating in the BCSOP must meet minimum eligibility criteria andcomply with all BCSOP rules and procedures. To participate in the Program, Serviceproviders undergo an application process and then enter into a Program Addendum (theProgram Addendum) to the Amended and Restated Texas Energy Efficiency Market

Agreement (the Umbrella Contract). A form of the Program Addendum is included inSection 3.1.3.1 of the TRM. Oncor also requires that Service Providers comply withconsumer protection requirements. Undefined capitalized terms used in this Manual aredefined in the Section 2 of the TRM.

1.2 PROGRAM PARTICIPANTS

The BCSOP involves three types of participants: the 1) Program administrator (Oncor),2) Service Providers, and 3) energy efficiency customers that provide the projects(Host Customers).

Oncors responsibilities include:

Conducting workshops for potential Service Providers.

Reviewing and approving or rejecting all Project Applications (a set of standardforms, submitted by an entity wanting to participate in the BCSOP as a ServiceProvider.)

Performing or arranging for certain inspection activities, with the number ofinspections to be determined by Oncor in its sole discretion.1

Authorizing and issuing incentive payments.

A Service Providers responsibilities include:

Executing an Umbrella Contract within the Energy Efficiency Program ManagementSolution (EEPM) application and a standard Program Addendum.

1Oncor reserves the right to contract with a third party to verify installations in the BCSOP on its behalf.


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Submitting a complete Project Application and other required supplemental Projectinformation.

Conducting marketing activities to potential Host Customers.

Complying with customer protection provisions, including those required by PUCTSubstantive Rule 25.181(u).

Completing the installation of approved Projects as required.

Performing all on-site activities according to PUCT-specified regulations andprocedures and Oncor BCSOP requirements.

Developing and submitting Project documentation in accordance with BCSOPprocedures and deadlines.

Providing customer service to Host Customers, including the satisfactory resolutionof any Host Customer complaints.

Attending workshops and meetings as may be required by Oncor.

Submitting any additional information when requested for Measure verification.

The summary above is not an exclusive list of requirements. Oncor views thepreparation of the Project documentation as crucial to the success of the BCSOP andwill offer periodic workshops to acquaint potential Service Providers with BCSOPrequirements. The Oncor energy efficiency program website (www.oncoreepm.com)will also provide key information and should be checked regularly for any BCSOPupdates.

A Host Customers responsibilities include:

Committing to an energy efficiency Project. Providing Oncor, and any statewide measurement and verification contractor,

access to the Project Site both before and after Project completion for installationinspection.

1.3 PROJECT OPTION

1.3.1 BASIC COMMERCIAL STANDARD OFFER PROGRAM

Oncor has developed the Basic Commercial Standard Offer Program to encourageProgram participation from Service Providers; the Program funds will be available for allqualifying Service Providers and Self Sponsors. A Project is described as one where

the kW and kWh saving results in an incentive of $300,000 or less. Once a ServiceProvider has been granted authorization to proceed, it may submit Projects. To beeligible for submission, the Savings Report incentive amount must be $500 or more.The Service Provider may not receive more than 20% of the BCSOP budget inclusive ofits Affiliates. Service Providers may continue submitting Savings Reports for thisProject Option until November 15, 2013, or until all budget funds have been exhausted,whichever occurs first. Savings Reports and supplemental documentation must beattached under the Attachment tab in the Project Application in EEPM.


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Oncor will pay Service Providers a fixed price per kW and kWh of savings based on theestimated useful life of the installed, verified and qualifying Measure. This standardoffer price is the same for all Service Providers in the BCSOP. The terms of thestandard offer are outlined in the Program Addendum for each Service Provider.

1.4 SERVICE PROVIDER, CUSTOMER, MEASURE, AND PROJECT

ELIGIBILITY

1.4.1 SERVICE PROVIDER ELIGIBILITY

Any Service Provider meeting the BCSOP Application requirements that proposes toinstall eligible commercial Energy Efficiency Measures at a commercial customer sitethat receives service from Oncor is eligible to participate in the BCSOP as a ServiceProvider. Eligible Service Providers may include:

National or local energy service companies.

Retail Electric Providers.

National or local companies that provide energy-related services (e.g., contracting)or products (e.g., lighting and HVAC equipment).

Self-sponsors whose commercial -Peak Demand exceeds 50 kW.

To ensure that the BCSOPs incentive budget is allocated to Projects that are likely tomeet with success, all Service Providers will be required to demonstrate a commitmentto fulfilling Program objectives and competency in completing the proposed Project.Service Providers will be required to submit the following information as part of theapplication process:

A description of the Service Provider firm, including relevant experience, areas ofexpertise, and references.

Evidence of good credit rating.

Proof of applicable insurance, licenses, and permits in the Service Providersbusiness name.

These requirements are described in further detail in Chapter 2 of this Program Manual.

1.4.2 HOST CUSTOMER ELIGIBILITY

Commercial Customers are eligible to have Energy Efficiency Measures installed attheir facilities as part of the BCSOP as long as the incentive is $500 or greater and doesnot exceed $300,000. Also the incentive cannot exceed 50% of the bid proposal of theProject. A copy of the bid proposal may be required.

New construction Projects must be submitted in EEPM no later than four (4) monthsafter the permanent meter is set. The Service Provider and incentive must haveinfluenced the Host Customer to install a higher efficiency design or equipment thenwhat the Host Customer would have normally installed and have the Host Customerconfirm that the incentive was vital to the increased efficiency.


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1.4.3 ENERGY EFFICIENCY MEASURE ELIGIBILITY

Energy Efficiency Measures in commercial applications that reduce electric energyconsumption and/or Peak Demand at the customer site(s) are eligible for the BCSOP.Eligible Energy Efficiency Measures do not include repair or maintenance activities orbehavioral changes at this time. In addition, all Energy Efficiency Measures eligible for

BCSOP incentive funds must exceed applicable current state and/or federal minimumefficiency standards. All Energy and Peak Demand Savings must also be measurableand verifiable.

Energy Efficiency Measures with approved Deemed Savings (Appendix AB), in all end-uses (e.g., lighting, cooling, and heating) are eligible for the BCSOP. Any of theproposed Energy Efficiency Measures that have been installed prior to the execution ofthe Program Addendum will cause the Project, or the affected portions thereof, to bedisallowed. Oncor will be the final authority on whether any particular Energy EfficiencyMeasure is eligible for incentives.

An Energy Efficiency Measure with an assigned Deemed Savings value is eligible underthe BCSOP. Table 1.1 provides examples of eligible Energy Efficiency Measures.Table 1.2 provides a list of ineligible Energy Efficiency Measures.

Table 1.1 Examples of Eligible Energy Efficiency Measures

High-efficiency air-conditioning and heat pump replacements

High-efficiency chillers

Hard-wired high-efficiency fluorescent lighting that replaces less efficient lighting

T-12 with magnetic ballast to qualified T-8 or T-5 retrofits

LED lighting

ENERGY STAR roofs Master metered apartments (air infiltration insulation duct sealing)

Table 1.2 Examples of Ineligible Energy Efficiency Measures

Measures that do not raise efficiency above current standards

Measures that do not surpass the Program Measure's Estimated Useful Life

Cogeneration and self-generation Projects, except for renewable DSM technologies

Load shifting/load management Measures

Load reductions caused by building vacancies

Measures that rely solely on changes in customer behavior and require no capitalinvestment

Measures for which incentives were received under another Oncor Program

Repair and maintenance Measures

Energy-efficient gas Measures when replacing nonelectric technologies

Measures that result in negative environmental or health effects


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Addi tional Energy Efficiency Measures

Service Providers may install any Energy Efficiency Measure for which a DeemedSavings value has been provided for such as: lighting, space conditioning, and windowfilm installed in commercial buildings. Service Providers may propose other EnergyEfficiency Measures, provided they meet the following requirements:

Measure requires preapproval by Oncor.

Measure must produce a measurable and verifiable electric demand reductionand/or must reduce electrical usage.

Measure must produce savings through an increase in energy efficiency or asubstitution of another energy source for electricity (provided the substitution resultsin overall lower energy costs, lower total energy consumption, and the installation ofhigh-efficiency equipment).

Renewable energy Measures must meet the requirements of PUCT SubstantiveRule 25.181(c)(50) to qualify for an incentive.

Measure does not surpass the Program Measures Estimated Useful Life.

Measure must meet or exceed minimum equipment standards as provided in theTRM.

Measure must comply with all requirements of PUCT Substantive Rule 25.181.

As a general rule, Energy Efficiency Measures involving plug loads (equipment orappliances that are plugged into standard electrical outlets) are not permitted. Oncormay waive this restriction if the Service Provider provides Oncor with reasonableassurance that the energy and/or demand savings associated with such EnergyEfficiency Measures are likely to persist over the Estimated Useful Life of the Energy

Efficiency Measure and that quantifiable energy and/or demand reductions meeting therequirements of PUCT Substantive Rule 25.181 can indeed be achieved through theproposed Energy Efficiency Measure(s).

1.4.4 PROJECT SIZE

The minimum Project size in the BCSOP is $500 in incentives; the maximum Projectsize is $300,000 in incentives.

1.5 INCENTIVE BUDGETS AND PRICING

1.5.1 AVAILABLE BUDGETS

Oncor has assigned an incentive budget for the Program of approximately $7,110,000for the 2013 Program year. Oncor reserves the right to adjust the budget as it deemsnecessary, in its sole discretion. The Program will remain open until November 15,2013 or until all budget funds have been exhausted, whichever occurs first.


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1.5.2 PRICES

There is no universal price for demand or energy reduction. Each Measure will have aset base $/kW demand and $/kWh energy incentive. Incentives for each Measure willbe calculated using a base $/kW/year for the Measure, times the years of EstimatedUseful Life (EUL) of the Measure, times a net present value calculation, times a

geographic multiplier. See Table 1.3 for Measure incentive amounts. All Programadjustments are applicable.

Energy and Peak Demand Savings eligible for incentives must be calculated usingpreapproved Deemed (stipulated) Savings.

Table 1.3 Incentives by Measure

Measure NPV - Incentive

Description $/kW $/kWh

DX Air Conditioning $285.30 $0.08

Ground-source Heat Pump $375.90 $0.11

Geothermal Heat Pump (loop and tower) $375.90 $0.11

Chillers* $336.90 $0.10

Controls $187.46 $0.05

Window Film $180.23 $0.05

Lighting: Light Emitting Diode (LED) $209.22 $0.05

Lighting: High Intensity Discharge $209.22 $0.05

Lighting: Modular CFL and CCFL $217.58 $0.06

Lighting: Linear Fluorescent $209.22 $0.05

T-12 Magnetic Ballasted (Replacement) $133.76 $0.04

ENERGY STARRoofs $247.26 $0.08

Master Meter Apts. Air Infiltration $144.20 $0.04

Master Meter Apts. Insulation $187.65 $0.05

Master Meter Apts. Duct Sealing $190.20 $0.05

VFD for VAV Air Handler $247.26 $0.07

1.5.3 INCENTIVE LIMITATIONS

Maximum Service Provider Incentives

To ensure that incentives are available to multiple Service Providers, no ServiceProvider or its Affiliates may receive more than $1,422,000 of the BCSOP incentivebudgets combined in a given budget year. Service Providers will be required to verifytheir Affiliate status in EEPM. A definition of Affiliate can be found in the TRM Section 2Glossary. Oncor reserves the right to raise the Service Provider incentive cap if the totalamount of incentives for reserved projects is not sufficient to meet the Programincentive budget. Incentive funding is offered to eligible Service Providers with complete


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applications on a first-come, first-served basis.

Geographic Adjustments

In order to promote energy efficiency activities in all areas of the service area there willbe an additional 15% payment for all work, calculated on a site basis, outside the

seven-county Metroplex area. The Metroplex area includes Dallas, Tarrant, Rockwall,Denton, Collin, J ohnson, and Ellis counties.

Net present Value

The incentive calculation will use a discount rate of 8.14% and an inflation rate of 2%.

The BCSOP offers two options for determining demand and energy savings andincentive payments. The first of these options is referred to as the Deemed SavingsOption. This option provides predetermined demand and energy savings amounts formost of the common Energy Efficiency Measures. These Deemed Savings values havebeen approved by the PUCT. (For a listing of these savings values, refer to the TRM).

This option allows for incentive payments that are more predictable and require feweradministrative resources. The second option is the Stipulated Savings. Under thisapproach, which requires preapproval by Oncor, savings are based on engineeringcalculations using typical equipment characteristics and operating schedules developedfor particular applications.

Cost of Project

Incentives will also be limited to a percentage of the total cost of the Project which shallbe supplied by the Service Provider. In no case will Oncor pay incentives in an amountthat exceeds 50% of the total cost (as determined by Oncor, in its sole discretion, based

on information provided by Service Provider and any supplemental information gatheredor requested by Oncor) of the Project (i.e., Oncor will pay incentives equal to amaximum of 50% of Project total costs).

Documentation of Cost

The Service Provider shall provide Oncor with a breakdown of the capital cost of theProject. This will include a copy of the customers invoice or contract. This shall beprovided with the Initial Application.

1.5.4 DEEMED SAVINGS FOR LIGHTING MEASURES OPTION

If the Project consists of lighting retrofits that conform to the Deemed Savings forLighting Measures Option (see Section 5.1.1.3 of the TRM),and the Service Providerwants to be paid on the basis of savings values calculated per this procedure, then theService Provider is eligible to receive 100% of verified Demand and Energy Savingsincentive payments after Oncors approval of the Savings Report, subject to Oncors on-site inspection results. This option uses engineering calculations and typical operatingschedules developed for common building and equipment types. It is appropriate forthe replacement of existing fixtures, lamps, and/or ballasts with a similar number of new


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energy-efficient fixtures, lamps and/or ballasts at common building types (e.g., offices,retail stores, schools, etc.).

1.6 PROGRAM PROCESS AND TIMELINE

1.6.1 PROJECT APPLICATION PROCESS

Standard Offer Program (SOP) Addendums are on-going, but terminable by Oncor atwill, as well as for other events of default by Service Provider. This allows ServiceProviders to avoid resubmitting a new Program Addendum each Program year;however, it does require the Service Provider to submit updated documentation for eachProgram year of the Program Addendum using the Program online application. It issolely the responsibility of the Service Provider to make Oncor aware of changesrequired to the documentation and to provide hard copies of such documentation.Failure to provide documentation may be a breach of the Program Addendum, whichcan be grounds for termination of the Addendum with the Service Provider.

The SOP Addendum does not in any way guarantee the Service Provider fundingduring the Program year of the SOP Addendum. The SOP Addendum does not inany way obligate Oncor to the Basic Commercial SOP.

The first step in the BCSOP process is for the Service Provider to submit a completedProject Application. The Project Application includes information about the ServiceProvider and information about the nature of the sites at which the proposed Projectswill be installed. Submittal of Project Applications will be via a designated website.Project Applications will be accepted for Projects that will be completed with a requestfor post-inspection by November 15, 2013, 5 p.m. Central Time, or until all BCSOPfunding for the 2013 Program year has been exhausted. Available funding can befound in the Service Providers BCSOP Application in EEPM, which may be accessed byclicking on BCSOP Application at www.oncoreepm.com. See Chapter 2 of this Manualfor a detailed description of the application process.

A sample of the Program Addendum for Standard Offer Programs can be found inSection 3.1.3.1 of the TRM. Oncor will not entertain proposed modifications to the SOPProgram Addendum unless unique circumstances merit and require, at the solediscretion of Oncor, revision. Applicants are urged to review the applicable sampleProgram Addendum prior to submitting a Project Application.

1.6.2 PRODUCTION PERIOD

During the Project implementation period (the Production Period), the Service Providerperforms marketing, sales, and installation activities and reports Project progress on aregular basis to Oncor. Details about these requirements are included in Chapter 3 ofthis Program Manual.

1.7 ADDENDUM TERMINATIONS

Oncor may terminate any or all Program Addendums, in whole or in part, at any time, inits sole discretion, by providing written notice of termination to Service Provider. The


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notice of termination will specify the effective date of any termination, and that theProgram Addendum is terminated in its entirety.

In the event a Program Addendum is terminated by Oncor, the applicable ServiceProvider will finish any Project already commenced that cannot be discontinued withoutbreaching the Host Customer Agreement (see Section 3.1.4.3 of the TRM). Oncor will

have no obligations with respect to any contractual obligations entered into betweenHost Customer and Service Provider after Service Providers receipt of Oncors noticeof termination.

In the event the Program is terminated, Oncor's only liability will be to pay ServiceProvider the unpaid balance due Service Provider for the portion of a Project alreadycommenced that cannot be discontinued without breaching the Host CustomerAgreement.

Oncor may refuse a Service Provider the opportunity to complete an Addendum in theBCSOP for any reason in Oncors sole discretion, including based on Service Providers

prior participation in the Program or any other energy efficiency program offered byOncor. Please refer to the Umbrella Contract and Program Addendum for actualtermination provisions. Please note that this section is only a summary of certain termsin the Umbrella Contract and Program Addendum, and that the terms of the actualUmbrella Contract and Program Addendum supersede and control over this summary inthe event of any conflict.


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Chapter 2, Project Application


2 PROJECT APPLICATION

2.1 GENERAL PROJECT APPLICATION GUIDELINES

Oncor will open the 2013 BCSOP website at 8:00 a.m. Central Time on December 3,2012, so that Service Provider applicants can begin filling out Applications and /or

setting up projects. Project Application is located online at http://www.oncoreepm.com.The 2013 BCSOP website will begin accepting project submittals December 10, 2012 at10:00 a.m. Central Time.

The Application forms will be accessible on the Oncor website athttp://www.oncoreepm.com by clicking on 2013 Basic Commercial SOP Application.All Project Applications will consist of an Initial Application (IA), Host CustomerAgreement, Installation Notice Customer Certificate and Savings Report (SR)supported by the appropriate E File (Excel spreadsheet) submitted online, and then byadditionally uploading copies through the Projects Attachment tab.

2.2 APPLICATION PROCESS

Applicants for the BCSOP Project Option must submit an electronic Project Application,along with an executed (signed and dated) Program Addendum that is downloaded fromthe Application. The Program Addendum must be attached under the Attachment tabwhen the Application is submitted through the Internet. Service Providers must alsoprovide Oncor with a certificate or certificates of insurance that meets the requirementsof Section 3.2.1 of the TRM. Oncor will notify applicants of their Application status withinten (10) business days of submitting the Application. If Oncor approves a ProjectApplication, it will execute the Program Addendum, if applicable, and attach a copy tothe Service Provider Documents tab.

2.2.1 POTENTIAL PROVIDER INFORMATION

Service Providers that want to participate in Oncors Energy Efficiency Programs arerequired to have an Umbrella Contract with Oncor. A sample agreement andinstructions for application can be found at the Oncor Energy Efficiency Programwebsite (www.oncoreepm.com).

The information listed below is required of all applicants:

Applicant name (company)

Federal tax identification number of applicant Contact name

Contact title

Street address

Mailing address

Contact phone number


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Contact fax number

Contact e-mail address

Name(s) and contact information of parent company (if any) and Affiliates

Assumed name certificate filed with county or state.

2.2.2 QUALIFICATIONS

Oncor requires applicants to demonstrate their financial, technical, and managerialqualifications as part of the Umbrella Contract application process to help ensure thatthe proposed Projects will be successful in delivering the estimated demand and energysavings and that the applicant is committed to fulfilling Program objectives and iscompetent to complete the proposed Project. At a minimum, the Umbrella Contractmust include the following:

A brief statement of the applicants technical and managerial capabilities andexperience in implementing energy efficiency Projects.

Two recent client/customer references for Projects similar in nature to that proposedin the Project Application (include contact name, address, and phone number).

Evidence of applicants financial strength and capability. This may include companydescription, years in business, number of employees, approximate annual revenues,trade references (include name and phone number), and/or other informationdeemed appropriate by the applicant.

Disclosure of any legal judgments pending, or entered in the previous two years,against applicant, as well as a current list of pending litigation filed against applicant.

Evidence of credit rating.

2.3 PROJECT APPLICATION SUBMITTAL PROCEDURE

All hard copies of Applications and supplemental documentation, if required, must beattached to the Project under the Attachment tab.

It is the sole responsibility of the applicant to ensure that Oncor receives all of therequired Project Application materials by close of business on the applicable due date.

2.4 PROJECT APPLICATION REVIEW PROCEDURES

2.4.1 PROJECT APPLICATION EVALUATION

Oncor may reject a Project Application for any reason in its sole discretion. Examples ofreasons Oncor may reject a Project Application include:

The Project Application is received after the budget for that Project Option has beenfully committed.

The applicants proposed Production Period cannot reasonably be expected to becompleted by November 15, 2013.


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Required submittals are not received by deadlines stated in this Program Manual.

The applicant fails to meet BCSOP eligibility requirements.

The applicant is found to have made material misrepresentations in the ProjectApplication.

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 BCSOP.

Oncor, in its sole judgment, determines that the applicant is incapable of fulfilling theterms and conditions of the Program Addendum.

Installation of measures prior to pre-inspection.

Oncor may request clarification of, or additional information about, any item submittedas part of the Project Application. Applicants must respond to such requests within thetime period specified by Oncor. If the clarification or additional information provided is

not sufficiently responsive, Oncor may, at its sole discretion, request additionalinformation or discontinue its evaluation of the submittal.

2.4.2 APPLICATION CONFIDENTIALITY

Oncors BCSOP is subject to oversight by the PUCT, which may request a copy of anyBCSOP materials that Oncor receives. Sensitive information submitted by the ServiceProvider to Oncor, such as financial statements and Project costs, will be treatedconfidentially to the extent possible. However, Oncor will not be liable to any ServiceProvider or other party as a result of public disclosure of any information submittedpursuant to the BCSOP.

2.4.3 SUBMISSION OF FALSE, MISLEADING, OR INCORRECT INFORMATION

Oncor reserves the right to discontinue its evaluation of all submittals from any ServiceProvider who submits false, misleading, or incorrect information.

2.4.4 BCSOP PARTICIPATION COSTS

Oncor will not reimburse any Service Provider for any costs incurred by participating inthe BCSOP, including costs of preparing the Project Application, reviewing or executingthe Program Addendum, or preparing and submitting Savings Reports.

2.4.5 PARTICIPATION RESTRICTIONS AND ADDITIONAL QUALIFICATIONS

Oncor may impose additional restrictions and qualification requirements on ServiceProviders to those set forth in the Program Addendum based on prior Programparticipation.


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Chapter 3, Production Period


3 PRODUCTION PERIOD

3.1 PRODUCTION PERIOD

The Production Period is defined in Section 2 of the TRM and is the time period duringwhich Energy Efficiency Measures may be installed. During the Production Period, theService Provider will be performing marketing, sales, and installation activities andreporting progress on a regular basis to Oncor. All Projects will require the pre-inspection process outlined in Section 3.3.2 of this Manual to be implemented prior tothe Project starting. All Service Providers should review these pre-inspection processes.

3.2 REQUIRED SUBMITTALS

3.2.1 INSTALLATION NOTICE CUSTOMER CERTIFICATE AND SAVINGSREPORTS

The primary reporting instrument during the Production Period is the Savings Report,

which will also serve as an invoice. Savings Reportswill be completed electronically onan official Oncor Savings Report form. Copies of Savings Reports must be signed andattached under the Projects Attachment tab along with other required supportingdocumentation. A completed Host Customer Agreement and Installation NoticeCustomer Certificate will also be required for each ESI ID submitted and will beassessable to the Service Provider inside its BCSOP Application. An example of theHost Customer Agreement and Installation Notice Customer Certificate can be found inSection 3.1.4 and Section 3.4, respectively of the TRM.

BCSOP Saving Reports may be submitted as needed, but all final Savings Reportsmust be submitted to Oncor no later than November 15, 2013, 5:00 p.m. Central Time.

Copies of Savings Reports and any required accompanying documents must beattached to the Project Application under the Attachment tab prior to submittal. Oncorwill not make any incentive payments for any Deemed Savings not included in anInstallation Notice Customer Certificate electronically submitted on or before November15, 2013. The final Installation Notice Customer Certificate for 2013 must beelectronically submitted by 5:00 p.m. Central Time on November 15, 2013, and copiesof the Installation Notice Customer Certificate and required accompanying documentsmust be attached prior to submittal on November 15, 2013. In no event shall anyindividual Savings Report request incentives in an amount less than $500 or more than$300,000 nor shall a Service Provider receive more than $1,422,000 combined from theBCSOP inclusive of its Affiliates. Work submitted for an Incentive Payment must be

completed only during the Program Production Period.

Saving Reports shall include the following information:

1. Host Customer name(s) and address(es).

2. Service address(es).

3. Oncor meter number and/or Host Customer ESI ID (account) number.


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4. Host Customer telephone number(s) and best time to call.

5. List of installed Measures.

6. kWh savings, kW savings, and incentive amounts by Measure type.

7. A summary of all Measures installed. This summary shall be Measure-specific andprovide subtotals of Measure installations and kW and kWh savings. Incentiverequests will be calculated according to functions embedded in the official reportingdatabase and may not be modified by Service Providers.

For each installation, the Service Provider will enter the data listed above. Throughoutthe course of the installation, Service Providers will input this data directly via theBCSOP Application in EEPM and may input installation data all at once or periodically.Service Providers can review this data from time to time and make any changesnecessary. Once all of the data has been input and reviewed, the Service Provider willclick the submit button to electronically submit this data to Oncor. Savings Reports aregenerated from the installation data inputs. No additional data inputs are required togenerate these reports. Saving Reports can be downloaded from the Project

Application form under the Documents tab.

Copies of Savings Reports must be attached under the Attachment tab. Serviceprovider shall maintain the original copies of the Saving Report for a period of four (4)years.

3.2.2 HOST CUSTOMER AGREEMENT AND INSTALLATON NOTICE CUSTOMERCERTIFICATE

A signed copy of the Host Customer Agreement and Installation Notice CustomerCertificate (which may not be altered) shall be attached under the Attachment tab inEEPM along with the Savings Report. Among other things, the Host CustomerAgreement must be signed prior to installation of Measures at a site; it provides Oncorpermission to inspect installations, which may be required before incentive paymentsare approved. Installation Notice Customer Certificates verify the installation of EnergyEfficiency Measures. Copies of the completed Host Customer Agreement andInstallation Notice Customer Certificate shall be left with the Host Customer. ServiceProvider shall maintain the original copies of the Host Customer Agreement andInstallation Notice Customer Certificate for a period of four (4) years.

3.2.3 PROJECT INVOICESThe Savings Report will serve as the Service Providers invoice for incentive payments.

Oncor may adjust incentive payments based on findings from on-site inspections.

3.3 SUBMITTAL REVIEW PROCEDURES

3.3.1 ADMINISTRATIVE REVIEW

Once the Initial Application or Savings Report and accompanying documentation issubmitted on-line to Oncor, it will be reviewed for accuracy. If, in Oncors solediscretion, the Service Provider has not provided sufficient information for which Oncor


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can make a reasonable determination of Service Provider entitlement to suchincentives, Oncor may reject payment for the deficiencies in question or the entire InitialApplication or Savings Report.

3.3.2 PRE-INSTALLATION INSPECTION

Prior to installing an Energy Efficiency Measure, the Service Provider conducts a surveyof Measure to be entered on the appropriate E File (Excel spreadsheet used tocalculate the energy savings for the new or replacement efficiency Measure(s)).

For lighting retrofits, the Service Provider conducts a pre-installation equipment survey,to be submitted as part of the Installation Application. The purpose of the pre-installation equipment survey is to identify all existing lighting equipment and to proposethe replacement equipment to be installed. This survey should provide the followinginformation about all the fixtures involved in the lighting retrofit: a line-by-lineidentification of each room/area location: the number of fixtures (lamp, and ballasttypes) lighting controls; area designation counts of operating and non-operating fixtures;and type of control device. Survey lines shall be limited to 50 fixtures per line

maximum. Surveys should include all baseline lighting fixtures and controls, regardlessof whether they will be retrofitted. Fixture wattages are based on the fixture codes listedin the Standard Wattage Table. This information should be tabulated electronically inthe Lighting Inventory. It is advisable that a floor plan similar to what is typically postedat an exit or elevator be provided on all lighting Projects.

For non-operating fixtures, the baseline demand may be adjusted by using values fromthe Standard Wattage Table. The number of non-operating fixtures will be limitedto 10% of the total fixture count per facility. If, for example, more than 10% of thetotal number of fixtures is inoperative, the number of fixtures beyond 10% will beassumed to have a baseline fixture wattage adjusted to the amount over 10% (i.e., a

12% non-operating count will have the baseline wattage adjusted by 2%). Thus thetotal baseline demand for the Project will be adjusted accordingly.

Oncor or its contractor will conduct a pre-installation inspection to verify that the ServiceProvider has properly documented the baseline. The criterion for baseline acceptanceis that the installed demand must be within 5% of the demand reported on the lightingsurvey form. If the error exceeds 5%, the Service Provider is allowed to resubmitcorrected lighting tables. If the Project fails the first inspection, Oncor shall, in its solediscretion, either (i) disqualify the Project, or (ii) allow Service Provider to take correctiveaction which will be re-inspected by Oncor. If Oncor allows Service Provider to takecorrective action, Service Providers shall pay for each additional inspection. If Service

Provider fails any re-inspection, Oncor will have a similar right to disqualify the Projector allow Service Provider to take corrective action subject to Service Providersagreement to pay for additional inspections.

All Projects require pre-inspection approval before the Project may proceed toinstallation. Service Providers should allow ample time for completion of the pre-inspection which may be up to two weeks depending on the number of submittedProduction Reports. Any Project where the replacement of Measures has started priorto receiving pre-inspection approval will be cancelled and no payment will be made.


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A person familiar with the lighting retrofit Project must be available for the pre-inspection.

3.3.3 POST-INSTALLATION INSPECTION

During the review process, Oncor will perform inspections of a random sample of astatistically representative number of Project Sites to determine if Energy EfficiencyMeasures have been installed properly and are capable of performing their intendedfunction. Service Provider will be required to be on-site during the inspection. ServiceProviders will not be allowed to correct installation after the post-inspection of EnergyEfficiency Measures for the purpose of receiving incentive payments unless specificallyallowed to do so by Oncor, in its sole discretion.

Oncor reserves the right to reject any installed Energy Efficiency Measure for anyreason in its sole discretion.

All Projects require an on-site post-inspection. Service Providers should allow ampletime for completion of the post-inspection which may be up to two weeks depending on

the number of submitted Production Reports.

3.3.4 INCENTIVE ADJUSTMENTS

Ad justments Due to Inspections

After inspections are completed, all installations will be evaluated on a Measure-by-Measure basis to calculate an adjustment factor for Energy Savings and incentivepayments.

In the event the Service Provider disagrees with the payment adjustment, the Service

Provider may request that all information be reviewed again after additional clarifyinginformation is provided by the Service Provider. However, final payment adjustmentswill be at the sole discretion of Oncor.

3.3.5 COOLING EQUIPMENT PRE-INSPECTION

Oncor or its contractor may conduct a pre-installation inspection to verify that theService Provider has properly documented the baseline in the Initial Application. Oncorwill make any necessary corrections to the pre-installation survey based on the resultsof the inspection. This will be limited to those installations that do not have a one-to-one

unit replacement. If the error exceeds 5%, the Service Provider is allowed to resubmitcorrected lighting tables. If the Project fails the first inspection, Oncor shall, in its solediscretion, either (i) disqualify the Project, or (ii) allow Service Provider to take correctiveaction which will be re-inspected by Oncor. If Oncor allows Service Provider to takecorrective action, Service Provider shall pay for each additional inspection. If ServiceProvider fails any re-inspection, Oncor will have a similar right to disqualify the Projector allow Service Provider to take corrective action subject to Service Providersagreement to pay for additional inspections.

A Project will be disqualified if the existing equipment is demolished or new equipment


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is installed before the pre-installation inspection process is complete, replace on burn-out or new construction will not require a pre-inspection.

3.3.6 COOLING EQUIPMENT POST-INSTALLATION

Once the new equipment retrofit is complete, the Service Provider conducts andsubmits a post-installation equipment survey as part of the Installation Notice CustomerCertificate. The survey should include: installed equipment type, year, make/model,rated capacity, rated efficiency, operating schedule, and operating sequence. Thecooling equipment description, its location, and mechanical design drawings should beincluded with the submittal.

The Service Provider must submit manufacturers documentation of the rated efficiencyof all newly installed cooling equipment, based upon Air-Conditioning Heating andRefrigeration Institute (AHRI) test conditions. This documentation will be in the form ofmanufacturer cut sheets or factory performance test results that document the part loadperformance of the equipment. For units under 20 tons this will be the AHRIdocumentation. These can be found at the website:

http://www.ahridirectory.org/ahridirectory/pages/home.aspx

3.3.7 COOLING EQUIPMENT POST-INSTALLATION INSPECTION

Oncor or its contractor will conduct a post-installation inspection to verify that the retrofitwas installed as reported and is documented accurately. After the inspection, Oncor willeither accept or reject the post-installation survey form based on Project review andanalysis. If the Project fails the first inspection, Oncor shall, in its sole discretion, either(i) disqualify the Project, or (ii) allow Service Provider to take corrective action which willbe re-inspected by Oncor. If Oncor allows Service Provider to take corrective action,

Service Provider shall pay for each additional inspection. If the Service Provider failsany re-inspection, Oncor will have a similar right to disqualify the Project, or allow theService Provider to take corrective action subject to Service Provider agreement to payfor additional inspections.

3.3.8 PROJECT SUBMITTIAL PROCESS

Service Provider finds and secures a Project and enters the Project into EEPM:

After setting up the Project, the Service Provider downloads the Host CustomerAgreement under the Documents tab, secures the required signatures and attachesthe Host Customer Agreement under the Project Attachment tab. All Projects

require a signed Host Customer Agreement before the Project can be reviewed andmoved to the next step.

Submitted Projects must have a signed Reservation of Funds Agreement attachedunder the Attachments tab. The Reservations of Funds Agreement identifies thekW, kWh and incentive submitted in the e files for the project. This identifies themaximum incentive amount that the Project can receive.

If the Project is ready to start then the Service Provider checks the inspection boxunder the Summary tab.


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If the Host Customer Agreement and Reservation of Funds Agreement are notcompleted, and a Project is not marked ready for pre-inspection within nineteen (19)calendar days of the submittal date, the Project is subject to cancellation.

The Program Manager will review the Project. If no additional information is needed,the Program Manager releases the Project to management for approval of theProject Reservation of Funds Agreement. Once the Program Manager receives the

Project Reservation of Funds Agreement, the Project is moved to pre-inspection. IfProject is not moved to pre-inspection, the Program Manager rejects the Project tothe Service Provider. Service Provider has fifteen (15) business days to resubmit forpre-inspection or the Project is cancelled.

Once the Service Provider receives pre-inspection approval, the Service Providercan complete the Project and submit it for review. The submitted Project requires acompleted Installation Notice Customer Certificate to be uploaded by the ServiceProvider under the Attachment tab. Any Project in which the Measures have beeninstalled prior to receiving the pre-inspection approval will be cancelled.

The Oncor Program Manager reviews the submittal and may require additional

information if needed or moves the Project to post-inspection.

Once the Program Manager receives notice of post-inspection approval, the ServiceProvider is notified to submit the Savings Report which will show any adjustments tothe Project due to either the pre-inspection or post-inspection.

Should a Project be wait-listed due to funding not being available, it should notproceed until the Service Provider is notified that funding has become available, allrequired paperwork has been completed, and Service Provider has received noticethat the Project has passedpre-inspection and the Service Provider may proceedwith the Project. Otherwise, if the Project Measures have been installed prior toreceiving pre-inspection approval, the Project will be cancelled.

Wait listing will begin when all program funding is reserved. As additional fundingbecomes available the funds will be offered to Projects on the wait list in the orderthey are submitted.


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Chapter 4, Contractual Provisions


4 CONTRACTUAL PROVISIONS

4.1 COMPLIANCE WITH PROGRAM REQUIREMENTS

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 alsowarrants and represents that it meets or exceeds all of the following qualificationsrequired by Oncor for participation in the BCSOP:

Possesses and can demonstrate experience in implementing similar Projects.

Can produce evidence of a good credit rating.

Can produce evidence of possession of all applicable licenses required under statelaw and local building codes.

Can produce evidence of possession of all building permits required by governingjurisdictions.

Can produce the proof of insurance required by Section 3.2 of the TRM.

Can produce evidence that subcontracts used carry the insurance requirements asrequired by Service Provider.

Service Provider warrants and represents that the Project meets all applicable federal,state, and local laws and regulatory requirements, and also warrants and representsthat:

The Project will result in Peak Demand and/or Energy Savings and a reduction inenergy costs for the end-use customer.

The Project will result in consistent and predictable Peak Demand and/or EnergySavings overthe Estimated Useful Life of the Measure.

The Project Application disclosed all potential adverse environmental or healtheffects associated with the Measures to be installed, if any.

Service Provider will comply with the customer protection requirements in PUCTSubstantive Rule 25.181(u) while implementing the Project.

The Project does not achieve Peak Demand reduction and/or Energy Savings byeliminating an existing function or shutting down a facility or operation or result inbuilding vacancies or the relocation of existing operations to locations outside of thefacility or area served by Oncor.

Measures installed pursuant to the Project would not be installed even in theabsence of the Project.


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The Project does not result in negative environmental or health effects, includingeffects that result from improper disposal of equipment and materials.

The Project does not involve the installation of self-generation or cogenerationequipment but may involve renewable DSM technologies.

Service Provider acknowledges that it reviewed a copy of this Program Manual prior tosubmission of its Project Application. Service Provider warrants and represents that itsparticipation in the BCSOP has at all times been in compliance with the procedures andconditions set forth in the BCSOP Manual, and that any failure to comply therewith maybe treated as a breach of the Program Addendum notwithstanding the fact that suchfailure occurred prior to the execution of the Program Addendum. Service Provider alsoacknowledges that it meets or exceeds all of the qualifications required to participate inthe BCSOP as described in this Program Manual, and that failure to meet thequalifications therein may be treated as a breach of the Umbrella Contract and ProgramAddendum.

Service Provider warrants and represents that the total funds requested by it and itsAffiliates do not equal more than an aggregate amount of $1,422,000 of the BCSOP.

4.2 REQUIRED PROGRAM DOCUMENTS

Prior to installation of any Measure at a Project Site, Service Provider must execute aHost Customer Agreement for every Host Customer affiliated with each Project Site.Only sites under the same owner may be submitted under the same Project Application;otherwise each site will be a separate Project. Oncor will not award incentive paymentswithout proper completion of the associated Host Customer Agreement(s). IncompleteHost Customer Agreements will result in the Host Customer being deleted from theSavings Report with no payment being made for the installed Measure(s).

After installation of all Measures at a Project Site, Service Provider must obtain anInstallation Notice Customer Certificate from each Host Customer verifying theMeasures that were actually installed at the Project Site. If a Host Customer refuses tosign the Installation Notice Customer Certificate, Service Provider may request thatOncor perform an inspection of the Project Site, which shall be performed at ServiceProviders expense. Final payment of incentives will not be made unless and until anInstallation Notice Customer Certificate or inspection has been completed inaccordance with the terms of the Contract Documents. Should Oncor not be able tocomplete the inspection, the Host Customer will be subject to removal from the SavingsReport with no payment being made for the installed Measure(s).

4.3 PROJECT IMPLEMENTATION

Service Provider agrees to use all reasonable efforts to implement the Project withoutundue delay and otherwise in accordance with the terms of the Contract Documents.Measures shall be designed, constructed, and installed in a good and workmanlikemanner only with materials and equipment of appropriate quality and, in any event, inaccordance with Prudent Electrical Practices, as defined in Section 2 of the TRM. The2013 Measures submitted for payment can only be installed and submitted during the


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Programs effective dates for 2013.

Service Provider shall electronically submit the final Installation Notice CustomerCertificate 2013 by 5:00 p.m. Central Time on November 15, 2013. If a Savings Report,Host Customer Agreement, Installation Notice Customer Certificate, or other requiredsupplemental documentation is deficient, Oncor will notify Service Provider of the

deficiency, and Service Provider shall correct the deficiency within the period of timespecified in the notice of deficiency. Service Provider shall verify that all attacheddocumentation is legible. Oncor can request revised copies of documentation if itdeems the documentation illegible. Service Provider should review all attachments forreadability and correct if necessary.

Oncor will inspect a statistically significant sample of the Measures included by ServiceProvider in Savings Report. These inspections shall be used to determine whether theMeasures were installed and are capable of performing their intended function ofproducing Peak Demand and/or Energy Savings. If Oncor determines that theMeasures have been installed, tested, and inspected to the extent required by Oncorand found to be capable of providing Peak Demand and/or Energy Savings in materialcompliance with the Contract Documents, the Savings Report will be approved assubmitted. The Verified Savings attributable to the Measures documented in theapproved Savings Report will be used for purposes of calculating the IncentivePayment.

If Oncor determines that any of the Measures installed pursuant to the Project are notcapable of providing the incentive associated with the Peak Demand and/or EnergySavings in material compliance with the Contract Documents, a reduction in theincentives associated with the Peak Demand and/or Energy Savings will be required forpurposes of calculating the final Incentive.

Any view, inspection, or acceptance by Oncor of any Project Site or of the design,construction, installation, operation, and maintenance of the Measures is solely for theinformation of Oncor. In performing any such inspection or review or in accepting theMeasures, Oncor makes no representation or warranty whatsoever as to the economicor technical feasibility, capability, safety, or reliability of the Measures; their installationby Service Provider; or their compatibility with the Host Customers facilities.

4.4 INCENTIVE PAYMENTS

Oncor agrees to make an incentive payment to Service Provider based upon the sum ofthe Verified Savings derived from the Project.

The total incentive payment due to Service Provider will be calculated by multiplying theVerified Savings by the applicable NPV - Incentive specified below.


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Table 1.3 Incentives by Measure

Measure NPV - Incentive

Description $/kW $/kWh

DX Air Conditioning $285.30 $0.08

Ground-source Heat Pump $375.90 $0.11Geothermal Heat Pump (loop and tower) $375.90 $0.11

Chillers* $336.90 $0.10

Controls $187.46 $0.05

Window Film $180.23 $0.05

Lighting: Light Emitting Diode (LED) $209.22 $0.05

Lighting: High Intensity Discharge $209.22 $0.05

Lighting: Modular CFL and CCFL $217.58 $0.06

Lighting: Linear Fluorescent $209.22 $0.05

T-12 Magnetic Ballasted (Replacement) $133.76 $0.04

ENERGY STARRoofs $247.26 $0.08

Master Meter Apts. Air Infiltration $144.20 $0.04

Master Meter Apts. Insulation $187.65 $0.05

Master Meter Apts. Duct Sealing $190.20 $0.05

VFD for VAV Air Handler $247.26 $0.07

In order to promote energy efficiency activities in all areas of the Oncor service area,there will be an additional 15% geographic payment adjustment for all Measures listed

in Table 1.3 outside the seven-county Metroplex area. The Metroplex area includesDallas, Tarrant, Rockwall, Denton, Collin, J ohnson, and Ellis counties.

Notwithstanding anything to the contrary, Oncor will only make incentive payments tothe extent funding remains available in the BCSOP Option budget at the time theassociated Savings Report is received by Oncor.

4.5 AUDIT AND RECORDS

Service Provider shall keep and maintain accurate and detailed records anddocumentation relating to each Project and its associated Peak Demand and/or EnergySavings for a period of not less than four (4 years beyond the completion of the Project.During the retention period, such records shall be made available, upon reasonablenotice, for inspection during normal business hours by Oncor or any governmentalagency having jurisdiction over the BCSOP or any portion of the Project.

According to the Texas Business and Commerce Code - Section 35.48, Retention andDisposal of Business Records, businesses that dispose of records containing personalinformation must destroy or modify the record through shredding or other means thatrenders the information unreadable.


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Personal information consists of the customers name and any of the following:

Customer identification number (premise number, meter number and/or ESI ID)

Social Security number (or government identification number)

Drivers license number

Address (physical or mailing)

4.6 AMENDMENT

No amendment or modification of the Contract Documents shall be binding on eitherparty unless it is in writing and signed by both parties. Amendments to this ProgramManual will be attached hereto and made a part hereof for all purposes. Oncor mayterminate the Umbrella Contract and any Program Addendum at any time and for anyreason in its sole discretion.

Notwithstanding anything contained in the Contract Documents to the contrary, Oncormay from time to time modify the Program. If Oncor determines in its sole discretionthat the modification necessitates an amendment of this Program Manual, Oncor shallnotify Service Provider in writing of the need to amend this Program Manual to complywith such changes and shall provide Service Provider with an Amendment setting forththe required changes. If Service Provider does not execute and return suchamendment on or before five (5) days of its receipt of such notice (the AmendmentDeadline), the Program Addendum shall terminate on the Amendment Deadline, andthe parties will have no further obligations under the Program Addendum other thanthose accruing prior to such termination.

4.7 PERMITS, LICENSES, AND COMPLIANCE WITH LAW

Service Provider represents and warrants that prior to beginning installation of anyMeasures, it will obtain, at its own cost and expense, all permits, licenses, and otherauthorizations from governmental authorities in its business name as then may berequired to install, construct, operate, and maintain the Measures and to perform itsobligations hereunder. During the term hereof, Service Provider will obtain all suchadditional governmental permits, licenses, and other authorizations when required withrespect to any of the Measures. If requested by Oncor, Service Provider shall furnish toOncor copies of each such permit, license, or other approval promptly following receiptthereof. Service Provider 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.

Service Provider shall be responsible for all royalties, fees, or claims for any licensed,copyrighted, or similarly protected intellectual property, device, process, or procedureused, installed, or provided by it. Service Provider shall defend any suit that may bebrought against Oncor and shall hold Oncor harmless from any liability, damages, andcosts, including without limitation attorneys fees, incurred by Oncor arising from orrelated to infringement or alleged infringement of any such intellectual property used by


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Service Provider in the implementation of the Project.

All work performed by Service Provider in connection with the implementation of theProject and all Measures installed or maintained by Service Provider shall comply withall applicable laws, statutes, ordinances, rules, regulations, and decrees of anygovernmental or administrative body having jurisdiction over Oncor, Service Provider,

the BCSOP, or any portion of the Project.Prior to entering any Project Site or beginning the installation of any Measures, ServiceProvider will obtain, at its own cost and expense, criminal history background check(s) ifrequired to do so by Sections 145.001145.003 of the Texas Civil Practice andRemedies Code. Background checks are acceptable only when performed through theTexas Department of Public Safety (TDPS) program or an approved vendor of theTDPS. Service Provider acknowledges and agrees that the Program Addendum servesas Oncors request in accordance with Section 145.004 of the Texas Civil Practice andRemedies Code that Service Provider obtain criminal history background checks.Service Provider also acknowledges that it received this request prior to sending anypersons to Project Sites to install Measures.

4.8 INDEPENDENT CONTRACTOR

Service Provider will act as and be deemed to be an independent contractor. ServiceProvider will not act as, nor be deemed to be, an agent or employee of Oncor. ServiceProvider 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.

4.9 FORCE MAJEURE

4.9.1 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 ofthe Party so rendered, which is affected by the event of Force Majeure, will besuspended only during the continuance of that inability. The Party so affected will givewritten notice of the existence, extent, and nature of the Force Majeure to the otherparty within forty-eight (48) hours after the occurrence of the event. The party soaffected will use its best efforts to remedy its inability as soon as possible and willprovide the other party with prompt notice when it is able to resume the performance ofits obligations. Failure to give notice will result in the continuance of the affected partysobligation regardless of the extent of any existing Force Majeure.

4.9.2 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 ofpublic enemies or terrorists, wars, blockades, insurrections, riots, epidemics,earthquakes, fires; priority allocations of pipe or other materials or orders; restraints orprohibitions by any court, board, department, commission, or agency of the UnitedStates or of any state; any arrests and restraints, civil disturbances, explosions; andinability despite reasonable diligence to obtain materials essential to this ProgramManual. Rain, snow, ice, or other adverse weather conditions will not be consideredevents of Force Majeure.


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4.9.3 The term Force Majeure does not include: events or circumstances that affectthe costs of installing the Measures but do not prevent performance, including, but notlimited to, requirements, actions, or failures to act on the part of governmentalauthorities (including the adoption or change in any rule or regulation or environmentalconstraints lawfully imposed by federal, state or local governmental bodies); changes inmarket conditions; and events or conditions attributable to normal wear and tear or

flaws randomly experienced in materials and equipment and their assembly andoperation, unless such events and conditions are caused by an occurrence that wouldfit the definition of Force Majeure set forth in this Program Manual.

4.9.4 In no event will any Force Majeure extend the Umbrella Contract or ProgramAddendum beyond its stated term.

4.9.5If any Force Majeure causes a reduction in the Measures, the parties may at anytime agree to reduce the number of Measures or associated Energy Savings and PeakDemand Savings for the duration of the Force Majeure event.

4.10 MISCELLANEOUS

4.10.1 Service Provider will not assign, transfer, or otherwise dispose of any of itsobligations or duties without the prior written approval of Oncor. Any assignment ortransfer made without the express written approval of Oncor will be null and void.

4.10.2The 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 itsright to use any or all other remedies. Said rights and remedies are given in addition toany other rights the party may have by law, statute, ordinance, or otherwise. No waiverby the party hereto of any default or breach of any term, condition, or covenant of theContract Documents shall be deemed to be a waiver of any other breach of the same or

any other term, condition, or covenant contained herein.

4.10.3In 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 theContract Documents and replaced automatically by a provision containing terms asnearly like the void, unlawful, or unenforceable provision as possible; the ContractDocuments as so modified will continue to be in full force and effect.


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4.10.4The Contract Documents will be governed by, construed, and enforced inaccordance with the laws of the State of Texas. The parties agree that the propervenue and jurisdiction for any cause of action relating to the Contract Documents will bein Tarrant County, Texas, unless such cause of action is within the jurisdiction of thePUCT, in which case proper venue and jurisdiction will be at the PUCT.

4.10.5Service Provider shall not use Oncors corporate name, trademark, trade name,logo, identity, or any affiliation for any reason, including soliciting Host Customers forparticipation in the Project, without Oncors prior written consent. Use of Oncors namein the Host Customer Agreement and Service Provider Addendum does not constituteOncors solicitation of Host Customers or Oncors consent for Service Provider to useOncors name.

4.10.6 Service Provider may file a complaint against Oncor concerning the BC SOPwith the PUCT.


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Chapter 5, Appendix


5 APPENDIX

APPENDIX A APPROVED DEEMED SAVINGS MEASURES


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Chapter 5, Appendix

APPENDIX A

APPROVED DEEMED SAVINGS MEASURES

Basic Commercial Standard Offer Program approved measures:

Lighting and Controls See TRM Sections 5.1.1.3 and 5.2.1.4

HVAC (Cooling) See TRM Sections 5.1.1.2 and 5.1.1.4

Window Film See TRM Section 5.2.1.7

Energy Star Roof - See TRM Sections 5.1.1.4 and 5.2.1.1

Air Infiltration See TRM Section 5.1.1.4

Duct Efficiency Improvement See TRM Section 5.1.1.4

Ceiling Insulation (Attic) See TRM Section 5.1.1.4

Data Center Virtualization - See TRM Section 5.1.1.5