Oncor - Commercial Load Management Standard Offer Program

7/30/2019 Oncor - Commercial Load Management Standard Offer Program

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2013 Commercial Load Management Standard Offer Program

COMMERCIAL LOADMANAGEMENT

STANDARD OFFER PROGRAM

2013 Program Manual


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2013 Commercial Load Management Standard Offer Program i

Table of Contents

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

1.3.1 COMMERCIAL LOAD MANAGEMENT STANDARD OFFER PROGRAM ............. 31.4

SERVICE PROVIDER, CUSTOMER, MEASURE, AND PROJECT ELIGIBILITY ................. 3

1.4.1 SERVICE PROVIDER ELIGIBILITY ...................................................................... 31.4.2 HOST CUSTOMER ELIGIBILITY .......................................................................... 41.4.3 ENERGY EFFICIENCY MEASURE ELIGIBILITY .................................................. 41.4.4 PROJECT SIZE .................................................................................................... 5

1.5 INCENTIVE BUDGET AND PRICING ................................................................................. 51.5.1 AVAILABLE BUDGETS ........................................................................................ 51.5.2 PRICES ................................................................................................................ 51.5.3 INCENTIVE LIMITATIONS .................................................................................... 61.5.4 SCHEDULED CURTAILMENT DAY PAYMENT .................................................... 61.5.5 PERFORMANCE PERIOD PAYMENT .................................................................. 7

1.6 PROGRAM PROCESS AND TIMELINE .............................................................................. 91.6.1 PROJECT APPLICATION PROCESS ................................................................... 91.6.2 PRODUCTION PERIOD ..................................................................................... 10

1.7 ADDENDUM TERMINATIONS .......................................................................................... 102 PROJECT APPLICATION ........................................................................................................... 11

2.1 GENERAL PROJECT APPLICATION GUIDELINES ......................................................... 112.1.1 CONTACT AND WEB ACCESS INFORMATION................................................. 11

2.2 APPLICATION PROCESS ................................................................................................ 112.2.1 POTENTIAL PROVIDER INFORMATION ........................................................... 112.2.2 QUALIFICATIONS .............................................................................................. 12

2.3 PROJECT APPLICATION SUBMITTAL PROCEDURE ..................................................... 122.3.1 PROJECT PROCESS ......................................................................................... 122.3.2 PROJECT INFORMATION ................................................................................. 13

2.4 PROJECT APPLICATION REVIEW PROCEDURE ........................................................... 142.4.1 PROJECT APPLICATION EVALUATION ............................................................ 142.4.2 APPLICATION CONFIDENTIALITY .................................................................... 152.4.3 SUBMISSION OF FALSE, MISLEADING, OR INCORRECT INFORMATION ...... 152.4.4 CLMSOP PARTICIPATION COSTS .................................................................... 152.4.5 PARTICIPATION RESTRICTIONS AND ADDITIONAL QUALIFICATIONS.......... 16

2.5 WAIT-LIST PROCESS ...................................................................................................... 163 PRODUCTION ............................................................................................................................. 17

3.1 CURTAILMENTS OVERVIEW .......................................................................................... 173.1.1 SCHEDULED CURTAILMENT DAY .................................................................... 173.1.2 CALLED CURTAILMENT DAYS ......................................................................... 17

3.2 VERIFICATION PROCESS OVERVIEW ........................................................................... 183.2.1 STEPS OF THE VERIFICATION PROCESS ....................................................... 18

4 CONTRACT PROVISIONS .......................................................................................................... 214.1 COMPLIANCE WITH PROGRAM REQUIREMENTS ........................................................ 214.2 PROJECT IMPLEMENTATION ......................................................................................... 214.3 INCENTIVE PAYMENTS .................................................................................................. 214.4 AUDIT AND RECORDS .................................................................................................... 224.5 AMENDMENT ................................................................................................................... 224.6 PERMITS, LICENSES, AND COMPLIANCE WITH LAW ................................................... 234.7 INDEPENDENT CONTRACTOR ....................................................................................... 234.8 FORCE MAJEURE ........................................................................................................... 234.9 MISCELLANEOUS............................................................................................................ 24


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2013 Commercial Load Management Standard Offer Program ii

This Manual summarizes the goals, pricing, and application process of the Oncor CommercialLoad Management Standard Offer Program. It includes information about eligibilityrequirements, incentive payments, the participation process, and descriptions and samples ofenrollment materials developed by Oncor for participants. The information included in thisManual is subject to change. The latest information and application forms can be found onOncors Energy Efficiency Website, www.oncoreepm.com.


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Chapter 1, Program Design

2013 Commercial Load Management 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 majority owner, Energy Future Holdings Corp. It is managed by aboard of directors, which is comprised of a majority of independent directors.

The Oncor 2013 Commercial Load Management Standard Offer Program (CLMSOPor the Program) offers financial incentives to Energy Efficiency Service Providers (e.g.,energy service companies, Retail Electric Providers, or customers) for the Curtailmentof electric consumption on short notice during the summer Peak Period by CommercialCustomers as defined by the Public Utility Commission of Texas (PUCT orCommission) and in Oncors Technical Resource Manual for Energy EfficiencyPrograms (the TRM). The TRM is incorporated herein. The Program complies withthe standard offer program requirements promulgated by the PUCT. This ProgramManual is intended to inform Service Providers of the CLMSOP requirements andprocesses. Service Providers should also review and are required to comply with PUCT

Substantive Rule 25.181 related to Energy Efficiency Programs. For definitions ofcertain capitalized terms used herein, see the Glossary in Section 2 of the TRM.Incentives are based on verified Demand Savings that occur at an Oncor distributioncustomers site as a result of a Curtailment.

The primary objective of the Program is to reduce demand during the summer PeakPeriod in the Oncor service territory in a cost-effective manner and assist in reachingthe Demand Savings goal established by the Public Utility Commission of Texas(PUCT). Additionally, the Program is designed to do the following:

Encourage private sector delivery of energy efficiency services.

Significantly reduce barriers to participation by streamlining Program procedures.

Encourage participation by a wide range of Service Providers.

Service Providers participating in the CLMSOP must meet minimum eligibility criteriaand comply with all CLMSOP rules and procedures. To participate in the Program,Service Providers undergo an application process and then enter into a ProgramAddendum (the Program Addendum) to the Amended and Restated Texas EnergyEfficiency Market Agreement (the Umbrella Contract). A form of the Program


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Addendum is included in Section 3.1.3.1 of the TRM. Undefined capitalized terms usedin this Program Manual are defined in Section 2 of the TRM.

1.2 PROGRAM PARTICIPANTS

The CLMSOP involves three types of participants: the 1) Program administrator(Oncor), 2) Service Providers, and 3) 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 CLMSOP as a ServiceProvider).

Authorizing and issuing incentive payments.

A Service Providers responsibilities include:

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

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).

Delivering Demand Savings to Oncor from the Host Customer(s) as required by theCLMSOP.

Developing and submitting Project documentation in accordance with CLMSOPprocedures 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 CLMSOP andwill offer periodic workshops to acquaint potential Service Providers with CLMSOPrequirements. The Oncor Energy Efficiency Program website (www.oncoreepm.com)


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will also provide key information and should be checked regularly for any CLMSOPupdates.

A Host Customers responsibilities include:

Committing to an Energy Efficiency Project.

1.3 PROGRAM OPTION

1.3.1 COMMERCIAL LOAD MANAGEMENT STANDARD OFFER PROGRAM

Oncor has developed the CLMSOP to encourage Program participation from ServiceProviders; the Program funds will be available for all qualifying Service Providers andSelf Sponsors. A Project is described as one where the total potential Demand Savingsis at least 100 kW during the summer Peak Period. Once a Service Provider has beengranted authorization to proceed, it may submit Projects. The Service Provider may notreceive more than 20% of the CLMSOP budget inclusive of its Affiliates.

Oncor will pay Service Providers a fixed price per kW of Demand Savings based on theverification process as described in further detail in Chapter 3 of this Program Manual.This standard offer price is the same for all Service Providers in the CLMSOP. Theterms of the standard offer are outlined in the Program Addendum for each ServiceProvider.

1.4 SERVICE PROVIDER, CUSTOMER, MEASURE, AND PROJECTELIGIBILITY

1.4.1 SERVICE PROVIDER ELIGIBILITY

Any Service Provider meeting the CLMSOP Application requirements that identifiesCurtailable Load at a commercial customer site served by Oncor is eligible to participatein the Program as a Service Provider. Eligible Service Providers include:

National or local Energy Service Companies (ESCOs).

Retail Electric Providers (REPs).

Individual customers that identify Curtailable Load in their own facilities.

To ensure that the CLMSOP incentive budget is allocated to Projects that are likely tomeet with success, all Service Providers will be required to demonstrate a commitment

to fulfilling Program objectives and competency in completing their proposed Projects.Service Providers will be required to submit the following information in EEPM:

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

Evidence of good credit rating.

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


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1.4.2 HOST CUSTOMER ELIGIBILITY

Commercial Customers served by Oncor are eligible to participate in the CLMSOPprovided they meet the energy efficiency measure eligibility requirements included inChapter 1 of this Manual.

1.4.3 ENERGY EFFICIENCY MEASURE ELIGIBILITY

A Project Site having Curtailable Load with potential Demand Savings during thesummer Peak Period (as defined below) and measured with an Oncor Interval DataRecorder (IDR) or Advanced Meter is eligible for the CLMSOP. A Service Provider mayinclude more than one Project and more than one Project Site in each Project. A Projectmust contain the following requirements:

A Project must include a total potential Demand Savings of at least 100 kW duringthe summer Peak Period. The summer Peak Period consists of the hours from 1:00p.m. to 7:00 p.m., during the months of June, July, August, and September,

excluding weekends and federal holidays.

Each meter included in a Project must have a minimum summer Peak Demand of100 kW.

A Project may involve Curtailable Load at more than one customer facility, providedthe Curtailment Demand Savings at the facilities are reported using the Project.

Service Provider agrees to verify that the Curtailable Load that is being used in itsApplication will not be used and counted in any other Curtailable Load or demandresponse program during the duration of the Customer Contract. This can include,without limitation, any ERCOT, PUCT, or any other program that is currentlyavailable. Service Provider will notify Oncor within 15 business days of any changein the status of the Curtailable Load or its inclusion in another demand responseprogram. Failure to notify Oncor of any changes in the contracted load can result inthe termination of Program participation. This does not prohibit a Service Providerfrom contracting its existing and/or future electric loads into other programs. Oncorreserves the right to cancel any Program participation when that contracted load hasbeen enrolled in any other competing Curtailable Load or demand responseprogram.

Service Providers may propose the inclusion of any Curtailable Load in a Project (whichOncor may accept or reject in its sole discretion) as long as it meets the following

requirements:

Curtailable Load must produce Demand Savings through a Curtailment of electricalconsumption during the Performance Period.

Service Providers must commit to making the Curtailable Load available during thesummer Peak Period for the Program.

The following loads are excluded from consideration for this Program:


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A customer who has load contracted with a REP where that contract prevents theload 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 efficiencyprogram offered by Oncor.

Curtailable Load that takes electric service at transmission voltage and that serves afor-profit end-use customer.

Project incentives will be paid only for Demand Savings directly related to a CurtailableLoad.

1.4.4 PROJECT SIZE

The minimum Project size in the CLMSOP is 100 kW of Demand Savings. Each meterincluded in a Project must have a minimum summer Peak Demand of 100 kW.

1.5 INCENTIVE BUDGET AND PRICING

1.5.1 AVAILABLE BUDGETS

The Incentive Budget for the Program is determined by Oncor and is based on theProgram Demand Savings Goal. Funds commensurate with the verified achievedDemand Savings will be reserved for an approved Project on a first-come, first-servedbasis until funds are exhausted. Oncor reserves the right to adjust the incentive budgetat any time in its sole discretion.

The Program Incentive Budget and Program Demand Savings Goal are provided below:

2013 Program Incentive Budget $2,200,000

2013 Program Demand Savings Goal 55,000 kW

1.5.2 PRICES

Oncor will pay Service Providers with approved Applications in two incentive paymentinstallments during the Program year. Oncor will pay Service Providers after the

Verification Process for the Scheduled Curtailment Day and after the PerformancePeriod for the Called Curtailment Day(s). Service Providers will be paid for theirperformance as defined in the Manual.

If actual, verified Demand Savings are lower than the Contracted Amount, the incentivepayment will be based on the Demand Savings. If actual, verified Demand Savings arehigher than those approved in the Application, the incentive payments will be based onthe Contracted Amount approved in the Application. For Service Providers whounderperform during Called Curtailment Days, the associated reserved incentives will


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be adjusted accordingly, and excess incentive funds will be returned to the IncentiveBudget. For Service Providers who overperform during Called Curtailment Days,additional incentives may be available if there are Service Providers who underperform.If Oncor has not achieved its overall Program Demand Savings Goal, Oncor reservesthe right to allow Service Providers to contract for more than their Requested DemandSavings Amount, not to exceed their lowest performing hour of Demand Savingsachieved during the Scheduled Curtailment Day and a maximum Service Provider capof 20% of the Program Goal.

The Program provides standard incentive rates per kW for verified Demand Savingsduring the Program. The incentive rates applicable to kW savings are set forth in thefollowing table. A Service Providers total incentives payable pursuant to the Programmay not exceed the total incentive caps set forth below.

Type of Incentive Incentive RateDemandSavings

Incentive

Scheduled Curtailment Day$0.20/kW

(Maximum)

11,000 kW

(Maximum)

$2,200

(Maximum)Performance Period $40.00/kW (1)

(Maximum)11,000 kW(Maximum)

$440,000 (2)(Maximum)

Notes: (1) Includes the Scheduled Curtailment Day Incentive Rate.(2) Includes Scheduled Curtailment Day Incentive Payment.

1.5.3 INCENTIVE LIMITATIONS

To ensure that incentives are available to multiple Service Providers, no ServiceProvider or its Affiliates may reserve more than an aggregate total of 20% of the

Program Demand Savings Goal. Oncor reserves the right to raise the incentive cap ifthe total Contracted Amount is not sufficient to meet the Program Demand SavingsGoal. The raising of this cap will be based on the Service Providers performance thatwas validated and verified during the Scheduled Curtailment Day.

Oncor will not be obligated to pay a Service Provider for verified Demand Savings thatexceed the Contracted Amount of Demand Savings approved in the Service ProvidersApplication. At a minimum, there will be at least a one-hour Called Curtailment Dayduring the summer Peak Period. If for some reason there are no Called CurtailmentDays occur during the Performance Period, the Demand Savings used to calculate thePerformance Payment will be the verified Contracted Amount of Demand Savings.

1.5.4 SCHEDULED CURTAILMENT DAY PAYMENT

There will be a Scheduled Curtailment Day Curtailment of three-hour duration. TheService Providers lowest performing hour of Demand Savings during the ScheduledCurtailment Day, not to exceed its Requested Demand Savings amount, will determineits Contracted Amount of Demand Savings and its Scheduled Curtailment Day incentivepayment for each Project.


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All Verification Process activities for a Scheduled Curtailment Day must be completedbefore the Service Provider will receive the associated Scheduled Curtailment DayPayment. After completion of the Scheduled Curtailment Day, approval of the meterdata recordings, and verification of the Demand Savings, Oncor shall pay the ServiceProvider the agreed incentive amount per kW for the Contracted Amount. Oncor willmake the Scheduled Curtailment Day Payment within 45 days after the meter data hasbeen approved and the Demand Savings have been calculated.

The amount of the Scheduled Curtailment Day Payment is calculated using thefollowing equation:

ScheduledCurtailment Day =Payment ($)

Scheduled Curtailment Payment Incentive Rate x Verified Demand Savings kW

Shown below are examples of how the incentive payment will be calculated forthe Scheduled Curtailment Day.

Example - Scheduled Curtailment Day

A Service Providers Requested Demand Savings is 10,000 kW. During the ScheduledCurtailment Day, its verified actual Demand Savings is 11,000 kW for its lowestperforming hour. The incentive rate is $0.20/kW.

Scheduled Curtailment Day Payment = $0.20 x 11,000 = $2,200

The Service Providers approved Contracted Amount is 10,000 kW.

Example - Scheduled Curtailment Day

A Service Providers Requested Demand Savings is 10,000 kW. During the ScheduledCurtailment Day, its verified actual Demand Savings is 8,000 kW for its lowestperforming hour. The incentive rate is $0.20/kW.

Scheduled Curtailment Day Payment = $0.20 x 8,000 = $1,600

The Service Providers approved Contracted Amount is 8,000 kW.

1.5.5 PERFORMANCE PERIOD PAYMENT

There will be no more than 25 hours of Curtailments, of one- to four-hour duration for

each Called Curtailment Day, during the summer Peak Period. The PerformancePeriod Payment shall be based on a Service Providers Demand Savings achievedduring the hour of the Oncor Reportable Demand Savings, not to exceed its ContractedDemand Savings amount. The Reportable Demand Savings is determined by selectingthe Called Curtailment Day and hour with the lowest total portfolio demand reductionkW across all participating Service Providers. In the event there are no CalledCurtailment Days during the Performance Period, the Demand Savings used tocalculate the Performance Period Payment will be based on the Service Providersverified Contracted Amount of Demand Savings for each Project.


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All Verification Process activities for all Called Curtailment Days must be completedbefore the Service Provider will receive the associated Performance Period Payment.After completion of all Called Curtailment Days, approval of the meter data recordings,and verification of the Demand Savings, Oncor shall pay the Service Provider theagreed incentive amount per kW for the verified Called Curtailment Days DemandSavings. After the Performance Period, Oncor will make the Performance PeriodPayment within 45 days after the meter data has been approved and the DemandSavings have been calculated.

The amount of the Performance Payment for one or more Called Curtailment Daysis calculated using the following equation:

PerformancePeriodPayment ($)

= (Performance Period Payment Incentive Rate x Verified Demand Savings kW)- Scheduled Curtailment Day Payment

Shown below are examples of how the incentive payment will be calculated forthe Performance Period if there are one or more Called Curtailment Days.

Example - Performance Period

A Service Providers Requested Demand Savings is 10,000 kW. During the ScheduledCurtailment Day, its verified actual Demand Savings is 11,000 kW. The ServiceProviders approved Contracted Amount is 10,000 kW, and the Scheduled CurtailmentDay Payment was $2,200. The Service Providers achieved Demand Savings during thehour of the Oncor Reportable Demand Savings is 9,000 kW. The incentive rate is$40.00/kW which includes the Scheduled Curtailment Payment.

Performance Period Payment = ($40.00 x 9,000) - $2,200 = $357,800

Example - Performance Period

A Service Providers Requested Demand Savings is 10,000 kW. During the ScheduledCurtailment Day, its verified actual Demand Savings is 8,000 kW. The ServiceProviders approved Contracted Amount is 8,000 kW, and the Scheduled CurtailmentDay Payment was $1,600. The Service Providers achieved Demand Savings during thehour of the Oncor Reportable Demand Savings is 9,000 kW. The incentive rate is$40.00/kW which includes the Scheduled Curtailment Payment.


The amount of the Performance Payment if there are no Called Curtailment Daysis calculated using the following equation:

PerformancePeriodPayment ($)

= (Performance Period Payment Incentive Rate x Contracted Amount kW)- Scheduled Curtailment Day Payment

Shown below is an example of how the incentive payment will be calculated forthe Performance Period if there are no Called Curtailment Days.


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Example - No Called Curtailment Days

A Service Providers Requested Demand Savings is 10,000 kW. During the ScheduledCurtailment Day, its verified actual Demand Savings is 11,000 kW. The ServiceProviders approved Contracted Amount is 10,000 kW, and the Scheduled CurtailmentDay Payment was $2,200. The incentive rate is $40.00/kW which includes theScheduled Curtailment Payment.


Shown below is an example of how the incentive payment will be calculated forProject overperformance if the Program Incentive Budget and Demand SavingsGoal have not been met.

Example - Overperformance

The Program was under budget by 3,000 kW and $120,000. All Projects overperformedby 10,000 kW. The available additional payment to all Projects that overperformed is

$120,000/10,000 kW, or $12/kW. In this example, a Service Provider overperformed by1,000 kW. The overperformance payment is in addition to the Performance PeriodPayment.

Overperformance Payment = 1,000 kW x $12/kW = $12,000

1.6 PROGRAM PROCESS AND TIMELINE

1.6.1 PROJECT APPLICATION PROCESS

For the 2013 CLMSOP, Service Providers will be required to submit a new, executedProgram Addendum. Standard Offer Program Addendums are on-going, but terminable

by Oncor at will, as well as for other events of default by Service Provider. This allowsService Providers 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 Program Addendum does not in any way guarantee the Service Providerfunding during the Program year of the Program Addendum. The Program

Addendum does not in any way obligate Oncor to the CLMSOP.

The first step in the CLMSOP Project application process is for the Service Provider tocomplete the application. The Project Application includes information about theService Provider and information about the nature of the sites at which the proposedProjects will be installed. Submittal of Project applications will be via EEPM. ProjectApplications will be accepted for Projects that will be available to produce DemandSavings during the summer Peak Period on a first-come, first-served basis until all


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CLMSOP funding for the 2013 Program year has been exhausted. Chapter 2 of thisProgram Manual contains a detailed description of the application process.

A sample of Program Addendum for Standard Offer Programs can be found in Section3.1.3.1 of the TRM. Oncor will not entertain proposed modifications to the ProgramAddendum unless unique circumstances merit and require revision, at the solediscretion of Oncor. Applicants are urged to review the sample Program Addendum

prior to submitting a Project Application.

1.6.2 PRODUCTION PERIOD

During the Project implementation period (the Production Period), the Service Providerprovides the Contracted Amount of Demand Savings when requested by Oncor. Detailsabout these requirements are included in Chapter 3 of this 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. Thenotice 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, Oncor will have noobligations with respect to any contractual obligations entered into between HostCustomer and Service Provider after Service Providers receipt of Oncors notice oftermination.

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 theCLMSOP for any reason in Oncors sole discretion, including based on ServiceProviders prior participation in the Program or any other Energy Efficiency Programoffered by Oncor. Please refer to the Umbrella Contract and Program Addendum foractual termination provisions. Please note that this Section is only a summary of certainterms in the Umbrella Contract and Program Addendum, and that the terms of theactual Umbrella Agreement and Program Addendum supersede and control over thissummary in the 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 CLMSOP website at 10:00 a.m. Central Time on March 19,

2013, so that applicants can begin filling out Applications. A Project Application islocated online at www.oncoreepm.com. The 2013 CLMSOP website will beginaccepting Project Applications on April 16, 2013, 10:00 a.m. Central Time on a first-come, first-served basis. All submitted applications will be placed on a waitlist.Applications will be accepted for the Program up until two days prior to the ScheduledCurtailment Day.

2.1.1 CONTACT AND WEB ACCESS INFORMATION

Material Mechanism Address or location

Obtain Enrollment Material Website

www.oncoreepm.com or through the

Program Manager:[email protected],

[email protected]

EEPM Help DeskPhone or

e-mail

866-258-1874 or [email protected]

Submit Application and ProgramAddendum

Website www.oncoreepm.com

Submit Project Website www.oncoreepm.com

Contact Program Manager Phone 214-486-5160 Ron, or 214-486-5886 John

2.2 APPLICATION PROCESS

Applicants for the CLMSOP must submit an electronic Project Application, along with anexecuted (signed and dated) Program Addendum that is downloaded from theApplication. The Program Addendum must be attached under the Attachment tab whenthe Application is submitted through the Internet. Oncor will notify applicants of theirApplication status within ten (10) business days of submitting the Application. If Oncorapproves a Project Application, it will execute the Program Addendum, if applicable, andattach a copy to the Printed Documents tab in EEPM.

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:


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Applicant name (company)

Federal tax identification number of applicant

Contact name

Contact title

Street address

Mailing address

Contact phone number

Contact fax number

Contact e-mail address

2.2.2 QUALIFICATIONS

Oncor requires applicants to demonstrate their financial, technical, and managerialqualifications as part of the Umbrella Contract application process and the ServiceProvider Profile update requirements to help ensure that a proposed Energy EfficiencyProject will be successful in delivering the Peak Demand, the applicant is committed tofulfilling Program objectives, and the applicant is competent to complete a proposedProject. At a minimum, the Service Provider Profile must 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

2.3.1 PROJECT PROCESS

The Project Application process for Service Providers with an executed UmbrellaContract and approved Program Application involves the following steps:


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Service Providers create a Project in EEPM, which includes the Requested DemandSavings amount.

Service Providers submit their Project on the Program open date in EEPM. AllProject submittals will be time-stamped in EEPM and placed on a waitlist at the timeof submittal.

The EEPM generated waitlist is used to assign the Contracted Amount. Oncor sendsa notice to Service Providers on their waitlist status.

Service Providers perform the Scheduled Curtailment Day. Service Providers thatsubmit a Project will be required to curtail load for a three-hour period.

Oncor verifies the Demand Savings from the Scheduled Curtailment Day using theVerification Process.

Oncor approves the Contracted Amount, which will be the lesser of the RequestedDemand Savings amount or the verified Demand Savings achieved during the

Service Providers lowest performing hour of the Scheduled Curtailment Day.Awarding of an approved Contracted Amount is governed by the waitlist process andall terms as stated in the Manual. Oncor will send Service Provider a Supplement tothe Program Addendum to sign and return within two business days.

Oncor notifies Service Provider of its Program status. The Service Provider will beinformed that it either has an approved Contracted Amount or it is not participating inthe Program.

Service Providers with an approved Contracted Amount are eligible to receive anincentive based on the results of the Scheduled Curtailment Day as defined in the

Manual.

Service Providers with an approved Contracted Amount shall perform the CalledCurtailment Day(s) when notified by Oncor.

Oncor verifies Demand Savings from all Called Curtailment Day(s) using theVerification Process.

After the Performance Period, Oncor pays the Service Providers with an approvedContracted Amount for the verified Demand Savings achieved during the CalledCurtailment Day(s) as defined in the Manual. If there is not a Called Curtailment Day

during the Performance Period, the final incentive payment will be based on theverified Contracted Amount as defined in the Manual.

2.3.2 PROJECT INFORMATION

Service Providers must provide information about the scope of their proposedProject(s). The type of information requested includes the following:


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Project Description Describe the load that the Service Provider proposes toCurtail along with a brief description of all facilities that are participating in theProgram.

Oncor Account Number (ESI ID) This number can be identified on the siteselectric bill as a 17-digit number, ex. ESI ID: 10443720001234567. To verify that acustomer is an Oncor customer, the Service Provider should look for thedistinguishing numbers, 44372 or 17699 located as digits 3 through 7 in the 17-digitnumber. The Service Provider should include all ESI IDs with an IDR or AdvancedMeter that will be participating in the Program that are associated with an Oncorcustomer in its Application. When entering Project information in EEPM, only thelast 7 digits of the ESI ID are used as input.

Management Plan This information includes the design, implementation,operation, and management of the Project.

Service Provider Contacts The primary and secondary Contacts that are used toprovide notification to the Service Provider of a required Curtailment. A

representative of Service Provider must be available at this Contact point during thesummer Peak Period. Should the Service Provider need to change these Contactsduring the term of the Project, it must provide the new Contact and Contactinformation to Oncor at least two business days prior to the date the new Contact willtake effect.

Additional Service Provider Contact Name(s) and Information Additionalidentification and information related to one or more representative(s) of the ServiceProvider who are also responsible for implementation of the Project. Phonenumber(s), mobile phone number(s), and e-mail addresses should be provided toallow Oncor to communicate with the Service Providers representative concerning

the Program.

Supporting Documentation The Service Provider may submit additionalsupporting documentation that it determines is relevant for the submitted Project,and shall submit any additional supporting documentation that may be requested byOncor from time to time.

As part of the application review, Oncor will review the feasibility of the proposedCurtailable Load and the accuracy of the Requested Demand Savings. Oncor mayrequest clarification of, or additional information about, any item in the Application.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 timelymanner, Oncor reserves the right to discontinue its evaluation and reject theApplication.2.4 PROJECT APPLICATION REVIEW PROCEDURE

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:


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

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

The applicant fails to meet CLMSOP 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 andregulations.

Oncor determines rejection is necessary due to changes that occur in laws orregulations directly affecting the CLMSOP.

Oncor, in its sole judgment, determines that the applicant is incapable of fulfilling the

terms and conditions of the Program Addendum.

Oncor may request clarification of, or additional information about, any itemsubmitted as part of the Project Application. Applicants must respond to suchrequests within the time period specified by Oncor. If the clarification or additionalinformation provided is not sufficiently responsive, Oncor may, at its sole discretion,request additional information or discontinue its evaluation of the submittal.

2.4.2 APPLICATION CONFIDENTIALITY

Oncors CLMSOP is subject to oversight by the PUCT, which may request a copy of any

CLMSOP 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 CLMSOP.

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 CLMSOP PARTICIPATION COSTS

Oncor will not reimburse any Service Provider for any costs incurred by participating inthe CLMSOP, including costs of preparing the Project Application and reviewing orexecuting the Program Addendum.


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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.

2.5 WAIT-LIST PROCESS

All Projects will be placed on a waitlist in order of the time of submittal of the Applicationinto EEPM. After the results of the Scheduled Curtailment Day are verified, ContractedAmounts will be awarded based on the waitlist order until the Program Demand SavingsGoal has been committed. Failure to participate in the Scheduled Curtailment Day willcancel the Service Providers Application and Program Addendum and forfeit its placeon the waitlist. Projects on a waitlist are not guaranteed acceptance into the Program.Service Providers that submitted Projects will be notified of the status of theirContracted Amount. Each Service Provider may submit only one Application andProgram Addendum, but may submit multiple Projects for this Program.


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Chapter 3, Production


3 PRODUCTION

3.1 CURTAILMENTS OVERVIEW

Oncor has set the maximum number of Curtailment Hours per Project during the

summer Peak Period at 25. In addition, there will be one Scheduled Curtailment Daythat lasts three hours. The Oncor Program Manager will notify Service Providers at leastone hour in advance of when Curtailments will be requested. The Curtailment notice willspecify the beginning and end-time for the Curtailment. Only Oncor authorizedpersonnel, which shall consist of the Oncor Program Manager and any otherrepresentatives assigned by Oncor, can issue a notice to Service Providers to initiate aCurtailment.

3.1.1 SCHEDULED CURTAILMENT DAY

The Program will have one three-hour Scheduled Curtailment Day before the beginning

of the summer Peak Period. Oncor will determine the date and notify Service Providerswith sufficient lead time for planning. The Scheduled Curtailment Day is for validatingand verifying the Service Providers ability to curtail the requested kW. The results of theScheduled Curtailment Day, including the kW amount that was curtailed, will be verifiedand accessible to the Service Provider as soon as it is available. Oncor will use theresults of the Scheduled Curtailment Day or the Requested Demand Savings todetermine the Contracted Amount. Oncor will publish the verified Contracted Amount foreach participating Service Provider in EEPM.

3.1.2 CALLED CURTAILMENT DAYS

The Program requires Service Providers to be prepared to participate in up to 25Curtailment Hours during the Performance Period. A Called Curtailment Day will occuras requested by Oncor. Oncor will also comply with ERCOT requests to deploy theProgram during or in anticipation of an ERCOT Energy Emergency Alert. Oncor willnotify Service Providers of a Called Curtailment Day at least one hour prior to the start-time for the Curtailment. Only Oncor authorized personnel can issue notices to ServiceProviders to initiate a Curtailment. At a minimum, there will be at least a one-hourCalled Curtailment Day during the summer Peak Period.

The duration of a Called Curtailment Day will be a minimum of one hour and amaximum of four hours. Starting times can occur between 1:00 p.m. and 6:00 p.m.Central Time (Dallas, Texas). Ending times can occur between 2:00 p.m. and 7:00 p.m.Central Time. The length and time of each Called Curtailment Day will be included inthe notice issued by Oncor.

If more than one Called Curtailment Day occurs during the contract year, the DemandSavings used to calculate the Performance Period Payment will be the DemandSavings on the day and hour coinciding with the Programs lowest demand savings.


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3.2 VERIFICATION PROCESS OVERVIEW

In order for Oncor to measure participation of a Curtailable Load Project, Oncor shallperform Verification Process activities after each week in which a Called CurtailmentDay occurs. Demand Savings amounts will be based on actual, verified LoadCurtailments.

3.2.1 STEPS OF THE VERIFICATION PROCESS

After each Called Curtailment Day has been performed and completed, Oncor shallreview the IDR and Advanced Meter data to verify actual kW Curtailment DemandSavings. This Process will be performed after Oncor retrieves the IDR and AdvancedMeter data. The IDR and Advanced Meter data will show the month, day, time, andconsumption in kWh. The data is provided in 15-minute intervals for each IDR andAdvanced Meter.

The Verification Process will include the following steps:

Oncor will review each Project file using the IDR or Advanced Meter associated withthe ESI ID provided by the Service Provider for its Project.

Oncor will establish the baseline for each Curtailment as defined by the BaselineDemand Usage. Baseline Demand Usage shall be calculated by averaging theOncor meter data from the start-time of a Curtailment using the same time period(s)during the five previous weekdays, excluding federal holidays and Curtailment Days.Baseline Demand Usage shall be calculated for each Curtailment hour of a CalledCurtailment Day.

Oncor will use the Demand Usage during a Called Curtailment Day to calculate the

amount of Demand Savings of that Curtailment. The Demand Savings shall becalculated for each Curtailment hour of a Curtailment Day. The Demand Usage willbe subtracted from the Baseline Demand Usage to determine the verified DemandSavings for that Called Curtailment Day.

For all Called Curtailment Days during the Performance Period, the DemandSavings used to calculate the Performance Period Payment will be the Projectsverified Demand Savings on the day and hour coinciding with the Programs lowestverified Demand Savings during the Performance Period.

At a minimum, there will be at least a one-hour Called Curtailment Day during the

summer Peak Period.

If for some reason there are no Called Curtailment Days during the PerformancePeriod, the Demand Savings used to calculate the Performance Period Payment willbe the verified Demand Savings from the Scheduled Curtailment Day, consistentwith the Contracted Amount.

Shown below is an example of how the Demand Savings will be calculated for aCalled Curtailment Day. The information for the Baseline Demand Usage and theCalled Curtailment Day Demand Usage will be obtained from an IDR or Advanced


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Meter at each participating Project Site. For a Project with multiple Project Sites andIDR and Advanced Meters, the Demand Usage information will be the aggregated totalof all contributing IDR and Advanced Meters for each 15-minute time period.

Example Called Curtailment Day

A two-hour Called Curtailment Day occurred on June 11, 2013, from 3:00 p.m. 5:00

pm. In this example, this was the only Called Curtailment Day during the PerformancePeriod.

Baseline Usage Data (kWh)

Time Period 6/4/2013 6/5/2013 6/6/2013 6/7/2013 6/10/20135 Day

Average kW

15:15 3,022 3,050 3,015 2,999 2,842

15:30 3,020 3,040 3,020 3,001 2,852

15:45 3,010 3,016 3,075 3,057 2,835

16:00 3,036 3,010 3,038 2,900 2,842

kW forHour 1

12,088 12,116 12,148 11,957 11,371 11,936

16:15 3,001 3,005 3,050 3,101 2,799

16:30 3,005 3,020 3,025 3,029 2,790

16:45 3,003 3,045 3,022 3,010 2,830

17:00 3,007 3,010 3,020 2,833 2,801

kW forHour 2 12,016 12,080 12,117 11,973 11,220 11,881

Baseline Demand (kW) Usage Calculation

For Hour 1:

12,088 kW (6/4/2013) + 12,116 kW (6/5/2013) + 12,148 kW (6/6/2013) + 11,957 kW(6/7/2013) + 11,371 kW (6/10/2013) = 59,680 kW / 5 = 11,936 kW

For Hour 2:

12,016 kW (6/4/2013) + 12,080 kW (6/5/2013) + 12,117 kW (6/6/2013) + 11,973 kW(6/7/2013) + 11,220 kW (6/10/2013) = 59,406 kW / 5 = 11,881 kW


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Called Curtailment Day Usage Data (kWh)

Time Period 6/11/2013

15:15 2,021

15:30 2,001

15:45 2,050

16:00 2,012

kW forHour 1

8,084

16:15 2,022

16:30 2,011

16:45 2,120

17:00 2,193

kW forHour 2

8,346

Curtailment Day Demand Usage (kW)

For Hour 1 (6/11/2013):

2,021 kWh + 2,001 kWh + 2,050 kWh + 2,012 kWh = 8,084 kWh / 1 Hour = 8,084 kW

For Hour 2 (6/11/2013):

2,022 kWh + 2,011 kWh + 2,120 kWh + 2,193 kWh = 8,346 kWh / 1 Hour = 8,346 kW

Demand Savings (kW) Calculation

Demand Savings = Baseline Demand Usage Called Curtailment Day Usage

For Hour 1:

3,852 kW = 11,936 kW 8,084 kW

For Hour 2:

3,535 kW = 11,881 kW 8,346 kW

Called Curtailment Day Demand Savings (kW)

The Demand Savings for the Called Curtailment Day is the Service Providers achievedDemand Savings during the hour the Oncor Reportable Demand Savings. In thisexample, the Oncor Reportable Demand Savings occurred during Hour 1.

3,852 kW= Curtailment Day Demand Savings


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Chapter 4, Contract Provisions


4 CONTRACT PROVISIONS

4.1 COMPLIANCE WITH PROGRAM REQUIREMENTS

By executing the Program Addendum, Service Provider warrants and represents that itis 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 qualificationsrequired by Oncor for participation in the CLMSOP:

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 representsthat:

The Project will result in Peak Demand Savings during the summer Peak Period.

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

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

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 CLMSOP has at all times been in compliance with the proceduresand conditions set forth in the CLMSOP Program Manual, and that any failure to complytherewith may be treated as a breach of the Program Addendum notwithstanding thefact that such failure occurred prior to the execution of the Program Addendum. ServiceProvider also acknowledges that it meets or exceeds all of the qualifications required toparticipate in the CLMSOP as described in this Program Manual, and that failure tomeet the qualifications therein may be treated as a breach of the Umbrella Agreementand Program Addendum.

Service Provider warrants and represents that the total funds requested by it and itsAffiliates do not equal more than 20% of the CLMSOP budget for the Project Optioninclusive of its Affiliates.

4.2 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.

4.3 INCENTIVE PAYMENTS

Oncor shall, subject to the funding limitations described below, make an IncentivePayment to Service Provider based upon the Verified Savings derived from the Project.


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The total Incentive Payment due to Service Provider will be calculated by multiplying theVerified Savings by the applicable incentive rate.

Oncor will only make Incentive Payments to the extent funding remains available in theProgram Option budget.

4.4 AUDIT AND RECORDS

Service Provider shall keep and maintain accurate and detailed records anddocumentation relating to each Project and its associated Peak Demand Savings for aperiod of not less than three (3) years beyond the completion of the Project. During theretention period, such records shall be made available, upon reasonable notice, forinspection during normal business hours by Oncor or any governmental agency having

jurisdiction over the CLMSOP 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 that

renders the information unreadable.

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)

Driver license number

Address (physical or mailing)

4.5 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 Agreement 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 Standard Offer Program. If Oncor determines in itssole discretion that the modification necessitates an amendment of this ProgramManual, Oncor shall notify Service Provider in writing of the need to amend thisProgram Manual to comply with such changes and shall provide Service Provider withan Amendment setting forth the required changes. If Service Provider does not executeand return such amendment on or before five (5) days of its receipt of such notice (theAmendment Deadline), the Program Addendum shall terminate on the AmendmentDeadline, and the parties will have no further obligations under the Program Addendumother than those accruing prior to such termination.


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4.6 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 achieve the Project Demand Savings and to perform its obligations

hereunder. During the term hereof, Service Provider will obtain all such additionalgovernmental permits, licenses, and other authorizations when required with respect tothe Measure. If requested by Oncor, Service Provider shall furnish to Oncor copies ofeach such permit, license, or other approval promptly following receipt thereof. ServiceProvider shall maintain in full force and effect all such governmental permits, licenses,and other authorizations as may be necessary to achieve the Project Demand Savingsin 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 byService Provider in the implementation of the Project.

All work performed by Service Provider in connection with the implementation of theProject 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 CLMSOP, or any portion of the Project.

4.7 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.

4.8 FORCE MAJEURE

Should either party be rendered unable, either wholly or in part, by an event of ForceMajeure to fulfill its obligations under the Contract Documents, the obligation of theParty so rendered, which is affected by the event of Force Majeure, will be suspendedonly 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 withinforty-eight (48) hours after the occurrence of the event. The party so affected will useits best efforts to remedy its inability as soon as possible and will provide the other partywith prompt notice when it is able to resume the performance of its obligations. Failureto give notice will result in the continuance of the affected partys obligation regardlessof 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


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public 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.

The term Force Majeure does not include: events or circumstances that affect thecosts 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 ofgovernmental authorities (including the adoption or change in any rule or regulation orenvironmental constraints lawfully imposed by federal, state or local governmentalbodies); changes in market conditions; and events or conditions attributable to normalwear and tear or flaws randomly experienced in materials and equipment and theirassembly and operation, unless such events and conditions are caused by anoccurrence that would fit the definition of Force Majeure set forth in this ProgramManual.

In no event will any Force Majeure extend the Umbrella Contract or Program Addendumbeyond its stated term.

If any Force Majeure causes a reduction in the Project Demand Savings, the partiesmay at any time agree to reduce the Project Demand Savings for the duration of theForce Majeure event.

4.9 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 madewithout the express written approval of Oncor will be null and void.

The rights and remedies provided by the Contract Documents are cumulative, and theuse of any one right or remedy by either party shall not preclude or waive its right to useany or all other remedies. Said rights and remedies are given in addition to any otherrights the party may have by law, statute, ordinance, or otherwise. No waiver by theparty hereto of any default or breach of any term, condition, or covenant of the ContractDocuments shall be deemed to be a waiver of any other breach of the same or anyother term, condition, or covenant contained herein.

In the event any provision of the Contract Documents is held to be void, unlawful, orotherwise 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.