Item 4I Contract TXU Energy Retail Company LLC
REP Certification No. 10004 (ViolI �XU
6555 Sierra Drive 3-S-24 energy
Irving, TX 75039
DATE: December 29, 2015
SELLER: TXU Energy Retail Company LLC
BUYER: City of Southlake
1400 MAIN ST STE 440
SOUTHLAKE, TX 76092-7642
QUOTE NUMBER: 0065168410 and 0065168394
ESI ID REGISTRATION ACKNOWLEDGEMENT
By signing this acknowledgement, Buyer represents and warrants that all information referenced and shown in Exhibits A
and A-1 to the subject Transaction Confirmation for the Supply of Electricity ("Transaction Confirmation") is correct, to the
best of its knowledge, for all of the ESI IDs and Premises listed in such Exhibits A and A-1 and contracted under such
Transaction Confirmation. Buyer further represents and warrants that each and every ESI ID and Premise listed in such
Exhibit A primarily serves Buyer's commercial non-residential purposes, and that all information listed therein (including the
Monthly Contract Usage Quantities) is accurate and correct. Buyer agrees to bear all responsibility, liability, and
associated costs, with regard to (i) the foregoing representation and warranty, as well as (ii) any missing ESI IDs not listed
in Exhibit A, and/or ESI IDs erroneously listed on Exhibit A.
AGREED AND ACCEPTED BY:
Signature:
Printed Name:
Title:
Date:
Fixed Price Load Zone Swing CONFIDENTIAL Version 06.24.2014
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Transaction Confirmation for Supply of Electricity
Quote 0065168410 and 0065168394 Product: Fixed Price
Number: Load Zone
Business 0020123669 Swing
Partner#:
Buyer: City of Southlake Seller: TXU Energy Retail Company LLC
1400 MAIN ST STE 440 REP Certification No. 10004
SOUTHLAKE, TX 76092-7642 6555 Sierra Drive 3-S-24
Irving, Texas 75039
Attn: Retail Contract Administration
Phone: 817-481-5581 Fax: 1 817-481-1463 1 Phone: 866 576-6745 1 Fax: 972 556-6108
I.Agreement Primary Term: The Primary Term for each Premise will begin on the first meter read, and end on the first regularly
Term scheduled meter read, for each Premise occurring on or after the dates listed below in compliance with the Base
Contract for Supply of Electricity.
Primary Term Start Date: June 1, 2018 Primary Term End Date: November 30, 2026
II. Charges Charge Type Amount Monthly Charges will be the total of the items listed in this Article II.
(i)All kWh Charge $0.0468309 per kWh
(The per kWh
"Contract Price") The All kWh Charge includes charges for the commodity (including the price impact, if any,
resulting from the implementation of the Operating Reserve Demand Curve ("ORDC")), Energy
(shaped), Ancillary Services, Qualified Scheduling Entity Charges, Renewable Energy Credit
Charges, Congestion (including but not limited to Reliability Unit Commitment ("RUC")), Line
Losses (TDSP), Market Clearing Price for Capacity, ERCOT Administration Fee/ISO Fees, and
Unaccounted for Energy ("LIFE") as defined and specified in the ERCOT Protocols and the
applicable TDSP's Tariff in effect as of the date of this Agreement. It will also include the
settlement charges to the applicable ERCOT Load Zone.
ii. Excess Usage If Buyer's total consumption of Power for all Premises in a calendar month exceeds the total
amount listed in Exhibit A-1 for such month by more than the Excess Usage Tolerance
percentage specified below, then Seller may charge Buyer 105% of the then current Market
Price (as defined below) as the "Contract Price" for such excess quantities. The "Market Price",
for purposes of this Excess Usage paragraph and the Under Usage paragraph below, shall be
the weighted average of the Real Time Settlement Point Price(s)for the applicable load zone(s)
in the applicable month; plus all charges associated with Ancillary Services, Qualified
Scheduling Entity Charges, Renewable Energy Credit Charges, Congestion (including but not
limited to Reliability Unit Commitment ("RUC")), Line Losses (TDSP), Market Clearing Price for
Capacity, ERCOT Administration Fee/ISO Fees, and Unaccounted for Energy("LIFE").
Excess Usage Tolerance:20%
iii. Under Usage Except to the extent caused by a Force Majeure event or Seller's breach, if Buyer's total
consumption of Power for all Premises in a calendar month is less than the total amount listed
in Exhibit A-1 for such month by more than the Under Usage Tolerance percentage specified
below, then, in addition to paying for the Power actually consumed, Buyer agrees to pay Seller
for the cost of liquidating the Shortfall Quantity. The "Shortfall Quantity" shall mean [((100%
minus the Under Usage Tolerance percentage specified below) multiplied by (the aggregated
monthly contract usage quantities listed on Exhibit A-1 for the applicable month)) minus (the
aggregated quantities consumed by Buyer during the month)]. The cost of liquidating the
Shortfall Quantity shall be the positive amount, if any, calculated as follows: [(the Shortfall
Quantity) multiplied by (the Contract Price minus 95% of the then current Market Price for the
Shortfall Quantity)].
Under Usage Tolerance: 20%
iv. Standing Charge The sum of the Monthly Standing Charges for all ESI IDs as listed in Exhibit A.
v. Other Charges Varies by ESI ID throughout the Term. All charges, other than those listed above or below,
imposed upon Seller or Buyer by the TDSP or another Party that are allowed or required by the
PUCT, ERCOT, or any other governmental or regulatory authority, on or with respect to the
ac uisition, sale,delivery, and purchase of the Power.
vi. Taxes Varies by ESI ID throughout the Term. All taxes imposed by any governmental or regulatory
authority on the acquisition, sale, delivery, and purchase of the Power. Includes Seller's Texas
Gross Receipts Tax and Public Utility Commission Assessment on the acquisition, sales,
delivery, or purchase of the Power.
Fixed Price Load Zone Swing CONFIDENTIAL Version 06.24.2014
vii. $0.0000000 per kWh. Buyer represents that it has not entered into any contract, arrangement or
Aggregator/Third understanding with any person that may result in the obligation of Buyer or Seller to pay any
Party Fee finders fees, broker or agent commissions or other like payments in connection with the
negotiations leading to this Agreement or the consummation of the transactions contemplated
hereby. If any such fees, commissions or payments are alleged to exist or be owing, Buyer shall
be responsible for all such fees, commissions and payments, and shall indemnify and hold
harmless Seller from and against all costs,expenses, damages, liabilities and other charges
incurred by Seller in connection with disputing and resolving any such claims.
III. BILLING MULTI-SITE 1-INVOICE via HARD COPY I Net 30 days from the date of the invoice via CHECK
IV.SPECIAL INITIAL SECURITY: An initial cash deposit in the amount of $0.00 is required within sixteen (16) days from the
PROVISIONS issuance date of the invoice for the deposit. Once received, the cash deposit may be replaced by a surety bond, or an
irrevocable letter of credit either of which shall be (i) in a form reasonably acceptable to Seller, (ii) from an institution
reasonably acceptable to Seller, and (iii) in the same dollar amount as the cash deposit. The security shall remain in
effect until at least two (2) months after the Primary Term End Date.
RENEWABLE ENERGY
Seller agrees to obtain and retire renewable energy credits ("RECs")on behalf of Buyer in the amount of 100 percent
(100%)of the stipulated contracted volume as reflected on Exhibit A-1. The renewable energy will consist of wind and
solar energy.Wind energy and RECs will consist of ninety-five percent(95%)of the total contracted volume as
reflected on Exhibit A-1. Solar energy and RECs will consist of five percent(5%)of the total contracted volume as
reflected on Exhibit A-1. Should there be a shortfall in the production of renewable energy from the solar sources, it will
be replaced with RECs from the wind energy source.
RECs obtained on behalf of Buyer will be maintained and retired in a separate REC account with the Electric Reliability
Council of Texas ("ERCOT") independent of those that Seller is required to maintain and retire under Senate Bill 7.
Buyer's RECs will be retired annually. The terms used herein shall have the meanings assigned to them in the Texas
Administrative Code, Title 16, Part II, Chapter 25, Subchapter A, Rule 25.5 effective March 13, 2003. Buyer further
understands and agrees that(i)the retirement of RECs is done in support of the development of renewable energy and
that the obtaining and retiring of RECs in no way guarantees that the energy Buyer actually receives and consumes
was generated using renewable energy resources and (ii)the REC itself serves as evidence that this Agreement
supports the development of renewable energy.
Seller covenants that the Buyer's RECs will meet Green-e Energy certification standards in effect as of December 29,
2015. In the event of Seller's withdrawal or decertification from the Green-e Energy certification program ("Program")
as a result of non-compliance with new Program requirements, Seller will notify Buyer that Buyer's RECs are no longer
Green-e certified, but still meet the requirements in effect as of December 29, 2015. For the avoidance of doubt,
should any such notification be provided by Seller to Buyer,that notification will have no effect on any of Buyer's or
Seller's other rights and obligations (including,without limitation, termination rights) hereunder.
ADDITION AND REMOVAL OF PREMISES
Sections 5.1 and 5.2 of the Base Contract shall be replaced with the following provisions with respect to this
Agreement for the term of this Agreement:
5.1 (a) Buyer shall have the limited right to add ESI IDs to, or delete some but not all ESI IDs from, this Agreement.
The addition and deletion of ESI IDs will be done without modifying the aggregated quantities of electricity set forth on
Exhibit A-1, until the cumulative total quantities of electricity attributable to all such additional and/or deleted ESI ID(s)
equal ten percent(10%)of the aggregated quantities originally listed on Exhibit A-1 for the Primary Term of the
Agreement(the "Add/Delete Tolerance Range"). Buyer may make a request to add ESI IDs once per business day as
a single combined addition request, and Buyer may make a request to delete ESI IDs once per business day as a
single combined deletion request. In either such event, in order to initiate either the addition or the deletion of ESI IDs
from this Agreement, Buyer shall submit its request to Seller with as much prior notice as is practicable, using Seller's
then current form for such request, Seller shall reasonably determine the quantities of electricity that are applicable to
each added or deleted ESI ID, and Seller will examine all requests in order to determine whether the request(s)is
within the Add/Delete Tolerance Range. There shall not be any"netting"of additions and deletions; each request to
either add or delete shall be a separate request. Exhibit A shall be deemed modified to reflect the addition and/or
deletion of such ESI IDs. Buyer's sending of a request to Seller to add or delete ESI IDs shall be considered Buyer's
authorization to charge the cost of the request, as provided below, once Buyer has reached the Add/Delete Tolerance
Range as the result of ESI ID additions and/or deletions.
(b) Once Buyer has reached the Add/Delete Tolerance Range as the result of ESI ID additions and/or deletions,with
regard to (i)any future ESI ID addition(s)and (ii) if applicable, any portion of the addition request that caused Buyer to
exceed the Add/Delete Tolerance Range, Seller shall have the right to charge Buyer up to the total cost of such
request, i.e., the positive amount, if any, calculated as follows: [(the kWh amount of the quantities of electricity
attributable to the ESI ID addition request, the"ESI ID Additional Quantities") multiplied by(the then current market
based pricing per kWh as reasonably determined by Seller, minus the contract price per kWh according to the
Agreement)] (the"ESI ID Addition Payment"). Upon being invoiced by Seller, Buyer shall pay such amount to Seller
within twenty 20 calendar days. Exhibits A and A-1 shall be deemed modified to reflect the addition of such ESI IDs
Fixed Price Load Zone Swing CONFIDENTIAL Version 06.24.2014
and associated electricity quantities.Any ESI IDs and associated ESI ID Additional Quantities added hereunder to this
Agreement shall be subject thereafter to the contract pricing, monthly contract usage tolerances and other provisions of
this Agreement.
(c) Once Buyer has reached the Add/Delete Tolerance Range as the result of ESI ID additions and/or deletions, then
with regard to (i)any future ESI ID deletion(s)and (ii)if applicable, any portion of the deletion request that caused
Buyer to exceed the Add/Delete Tolerance Range:
(1) In the event a new owner or lessee of a Premise (i)is willing to sign a new Agreement with Seller for such Premise
using Seller's then standard form of contract with the same pricing as this Agreement, (ii) is deemed creditworthy in
Seller's reasonable opinion, and (iii)the new owner or lessee and Seller can legally enter into such Agreement in
accordance with the rules and regulations of the PUCT, then, provided that such new Agreement is fully executed
between the new owner or lessee and Seller, the Premise (and the associated ESI IDs and electricity quantities)will be
deleted from this Agreement and Buyer will not owe any compensation to Seller with respect to such deletion (a
"Premise Buyout"); otherwise,
(2) Seller shall have the right to charge Buyer up to the total cost of such request, i.e.,the positive amount, if any,
calculated as follows: [(the kWh amount of the quantities of electricity attributable to the ESI ID deletion request, the
"ESI ID Liquidated Quantities")multiplied by(the Contract Price per kWh that Buyer would have paid for the ESI ID
Liquidated Quantities through the end of the Agreement Term according to this Agreement, minus ninety-five percent
(95.0%)of the then current market value as reasonably determined by Seller)] (the"ESI ID Liquidation Payment").
Upon being invoiced by Seller, Buyer shall pay the amount of the ESI ID Liquidation Payment to Seller within twenty
(20)calendar days.
In either event, Exhibits A and A-1 shall be deemed modified to reflect the deletion of such ESI IDs and associated
electricity quantities.
TXU GREENBACK PROGRAM:
As a result of executing this Transaction Confirmation for Supply of Electricity, Buyer is eligible to participate in Seller's
Energy Efficiency Rebate Program and receive up to the following amount(s)in rebates for qualifying energy efficiency
work performed and completed at Buyer's Premises during the periods listed below of the term of this Transaction
Confirmation. Documentation for all such work must be submitted to Seller by the dates listed below (i.e., Buyer must
provide appropriate documentation to Seller, in the form of invoices and/or contracts for all completed qualifying energy
efficiency work, on or before the applicable date recited below or the rebates will expire for such time period). Seller
shall have the right to audit Buyer's facilities to verify any energy efficiency work submitted for the payment of rebates.
The foregoing shall not be construed to relieve Buyer from its obligation to purchase monthly contract
quantities as otherwise provided in this Agreement.
• $5,500 for qualifying energy efficiency work performed and completed during 2016 and submitted by
December 31, 2016.
• $5,500 for qualifying energy efficiency work performed and completed during 2017 and submitted by
December 31, 2017.
• $5,500 for qualifying energy efficiency work performed and completed during 2018 and submitted by
December 31, 2018.
• $5,500 for qualifying energy efficiency work performed and completed during 2019 and submitted by
December 31, 2019.
• $5,500 for qualifying energy efficiency work performed and completed during 2020 and submitted by
December 31, 2020.
• $5,500 for qualifying energy efficiency work performed and completed during 2021 and submitted by
December 31, 2021.
• $5,500 for qualifying energy efficiency work performed and completed during 2022 and submitted by
December 31, 2022.
• $5,500 for qualifying energy efficiency work performed and completed during 2023 and submitted by
December 31, 2023.
BLEND AND EXTEND. Both Parties will work in good faith during the Agreement Term to reasonably accommodate
and assist Buyer with the management of its electricity needs at the Premises. For example, if Buyer desires to blend
and extend the Agreement Term (i.e., blending the existing price, on a prospective basis,with a new market based
price for a time period extending the term of the existing Agreement), both Parties will work in good faith to mutually
agree upon the terms and conditions that are economically viable to both Parties. However, notwithstanding the
previous language, nothing contained herein shall be construed as to deny or diminish the economic benefit of the
Agreement to either Party, and neither Party shall be under any obligation whatsoever to agree to a modification that
would have such result.
Fixed Price Load Zone Swing CONFIDENTIAL Version 06.24.2014
EXECUTION:
Buyer and Seller each agree that this Transaction Confirmation, may be executed by written or electronic signature and
may be delivered by facsimile or other electronic transfer in multiple counterparts, each of which will be as binding on
the Buyer or Seller as an original document. Buyer or Seller each understand and agree that such facsimiles or other
electronic transmissions shall be deemed to constitute the original of such documents, and that any objections that
they do not constitute the"best evidence"of the documents,or that they do not comply with the "Statute of Frauds," as
well as any other similar objections to the validity or admissibility of the document, are hereby expressly waived by the
Buyer and Seller.
V. BASE Buyer acknowledges that it has previously been furnished with a Base Contract for Supply of Electricity ("Base
CONTRACT Contract"), which is an integral part of the Agreement to which this Transaction Confirmation applies. In the event that
Buyer has not executed the Base Contract as of the time of Buyer's execution of this Transaction Confirmation, then
Buyer's execution of this Transaction Confirmation shall be deemed to be Buyer's ratification, adoption and acceptance
of the Base Contract as last provided by Seller. Exhibits A & A-1 and other attachments, as applicable (e.g.,
Attachment 1,Attachment CE,Attachment Z, etc.), are incorporated herein by reference.
Buyer Legal Name: Seller Legal Name:
City of Southlake TXU Energy Retail Company LLC,
a Texas political subdivision a Texas limited liability company
By(Name of General Partner or Agent if applicable):
Its General Partner
Buyer Signature: Seller Signature:
Officer's Printed Name: Officer's Printed Name:
Gabriel R. Castro
Title: Title:
Vice President
Date: Date:
Fixed Price Load Zone Swing CONFIDENTIAL Version 06.24.2014
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