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Item 4DCITY OF SOUTHLAKE MEMORANDUM September 6, 2011 To: Shana K. Yelverton, City Manager From: Ben Thatcher, Assistant City Manager Subject: Approve a two year contract extension with TXU Energy for a fixed rate agreement to provide the City with electricity. Action Requested: Approval of a two year contract extension with TXU Energy for a fixed rate agreement to provide the City with electricity. Background Information: In 2007 the City Council approved a 5 year agreement to purchase electricity from TXU Energy at a fixed rate of $.0805676 per kilowatt hour. The City is near the end of the fourth year of that agreement, which expires on November 20, 2012. Staff has worked with TXU to renegotiate the rate for the last year of our current agreement and at the same time extend the agreement by two more years. The new rate would be $.06848 per kilowatt hour starting on October 1, 2011 and ending on November 21, 2014. City Council should also be aware that this agreement provides for the purchase of 10% power from renewable energy sources, as well as participation in TXU's Brighten Greenback program — which provides us an opportunity to receive incentive dollars for energy efficiency projects. Financial Considerations: By renegotiating the last year of the current agreement the City will realize a savings of $97,800, which will also be a cost avoidance for the extended two year term. Strategic Link: B2: Collaborate with select partners to implement service solutions. F1: Adhere to financial management principles and budget. Citizen Input/ Board Review: N/A Legal Review: The City Attorney reviewed the initial agreement in 2007, which is still in effect with this extension. Alternatives: The City can let the current agreement expire in November 2012, and then go to market to find the best rate available. Supporting Documents: Agreement extension. Staff Recommendation: Staff recommends approval of this new rate and term extension. TXU Energy Retail Company LLC REP Certification No. 10004 6555 Sierra Drive 3 -S-24 Irving, TX 75039 DATE August 31, 2011 SELLER: TXU Energy Retail Company LLC BUYER: City of Southlake 1400 MAIN ST STE 440 SOUTHLAKE, TX 76092 -7642 QUOTE NUMBER: 0065050726 ESI ID REGISTRATION ACKNOWLEDGEMENT W A , foal ip rxu By signing this acknowledgement, Buyer represents and warrants that all information referenced and shown in Exhibit A to the subject Transaction Confirmation for the Supply of Electricity ( "Agreement ") is correct for all of the ESI IDs and Premises listed in such Exhibit A 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. Buyer agrees to bear all responsibility, liability, and associated costs, and hold Seller harmless, with regard to (1) 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: City of Southiake.TC- Fixed -LZ- Extend- 65050726.sre.090111.doe Version Fixed Swing Nodal 04.08.2011 (005 TXU Transaction Confirmation for Supply of Electricity Quote 0065050726 Product: Fixed Number: Contract for Supply of Electricity. Swing Business 20123669 Partner #: The All kWh Charge includes charges for the commodity, Energy (shaped), Ancillary Services, Buyer: City of Southlake Seller: TXU Energy Retail Company Li_C 1400 MAIN ST STE 440 Price for Capacity, ERCOT Administration Fee /ISO Fees, and Unaccounted for Energy ("LIFE") REP Certification No. 10004 SOUTHLAKE, TX 76092 -7642 6555 Sierra Drive 3 -S -24 the date of this Agreement. It will also include the settlement charges to the applicable ERGOT Irving, Texas 75039 Attn: Retail Contract Administration Phone: 817 - 481 -5581 Fax: 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 $0.0684800 per kWh Contract for Supply of Electricity. Primary Term Start Date: November 21, 2012 Primary Term End Date: November 20, 2014 It. Charges Charge Type Amount (Monthly Charges will be the total of the items listed in this Article It. (i) All kWh Charge $0.0684800 per kWh (The per kWh "Contract Price ") The All kWh Charge includes charges for the commodity, 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 ERGOT 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 ERGOT 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 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 Charge, Congestion (including but not limited to Reliability Unit Commitment ( "RUC ")), Line Losses (transmission and distribution provider), Market Clearing Price for Capacity, ERGOT Administration Fee /ISO Fees, and UFE. 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 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, ERGOT, or any other governmental or regulatory authority, on or with respect to the acquisition, sale, delivery, and purchase of the Power. City of South lake.TC-Fixed-LZ-Extend-65050726.sre.0901 1 1.doc Version Fixed Swing Nodal 04.08.2011 Buyer Legal Name: vi. Taxes Varies by ESI ID throughout the Term. All taxes imposed by any governmental or regulatory TXU Energy Retail Company LLC, a Texas political subdivision authority on the acquisition, sale, delivery, and purchase of the Power. Includes Seller's Texas By (Name of General Partner or Agent if applicable): Gross Receipts Tax and Public Utility Commission Assessment on the acquisition, sales, Buyer Signature: delive , or purchase of the Power. vil. $0.0000000 per kWh. Buyer represents that it has not entered into any contract, arrangement or Gabriel R. Castro 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 Date: 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 re olving 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 (1) 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. 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. TXU ENERGY GREENBACK PROGRAM: As a result of executing this Transaction Confirmation for the Supply of Electricity (Transaction Confirmation), Buyer is eligible to participate in Sellers Greenback Program and receive up to a total of $7,500.00 in rebates for qualifying energy efficiency work performed and completed at Buyer's Premises after execution of this Transaction Confirmation. Funding for such rebates will not be available until the earlier of 1/1/2012 or the Primary Term Start Date of this Transaction Confirmation. Documentation for all such work must be submitted to Seller by December 31, 2012 (i.e., Buyer must provide all appropriate documentation to Seller, in the form of invoices and/or contracts for all completed qualifying energy efficiency work, on or before such date or the remaining unpaid rebates will expire at that time). Seller shall have the right to audit Buyer's facilities to verify any energy efficiency work submitted for the payment of rebates. CONTINGENT EFFECTIVENESS This Transaction Confirmation for Supply of Electricity shall be effective only if the Parties also have executed, contemporaneously with the execution of this Transaction Confirmation for Supply of Electricity, that certain Transaction Confirmation for Supply of Electricity ( #65051905) covering the period from approximately 10/01/2011 through 11/20/2012. 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, 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 compan 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: City of Southlake.TC- Fixed -LZ- Extend- 65050726 .sre.090111.doc Version Fixed Swing Nodal 04.08.2011 Exhibit A Point of 06 ive Listin Legal Name: City of Southlake Estimated Load Factor: 35.88 Total Contract kWh: 14,265,971 Primary Term: 24 Quote: 0065050726 Price Type: Fixed Contract Start Date: November 21, 2012 Contract End Date: November 20, 2014 TXU energy TDSP Delivery ESI ID ESI ID Address Congestion Meter Cycle Meter Cycle Meter Cycle End Profile IDR or Standing ESI Peak Voltage Zone Start Non -IDR Charge KW TXU Secondary 10443720007630064 450 W SOUTHLAKE BLVD NORTH 10 December 11, December 12, BUSLOLF NON -IDR 0 207 SOUTHLAKE TX 76092- 2012 2014 6142 TXU Secondary 10443720005629291 400 N WHITE CHAPEL NORTH 10 December 11, December 12, BUSLOLF NON -IDR 0 37 BLVD SOUTHLAKE TX 2012 2014 76092 -6242 TXU Secondary 10443720008726357 101 E DOVE RD NORTH 19 November 27, November 25, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 2405 TXU Secondary 10443720005338766 400 N WHITE CHAPEL NORTH 10 December 11, December 12, BUSNODE NON -IDR 0 0 BLVD SOUTHLAKE TX 2012 2014 M 76092 -6242 TXU Secondary 10443720008463353 1960 E Continental Blvd NORTH 10 November 21, December 12, SUSNODE NON -IDR 0 0 Southlake TX 76092 -9764 2012 2014 M TXU Secondary 10443720004403964 @STREET LIGHTS NORTH 19 November 27, November 25, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 0000 TXU Secondary 10443720008078789 1000 LA PALOMA NORTH 09 December 8, December 11, BUSLOLF NON -IDR 0 3 SOUTHLAKE TX 76092- 2012 2014 0000 TXU Secondary 10443720002673877 1950 E CONTINENTAL NORTH 10 December 11, December 12, BUSMEDL NON -IDR 0 52 BLVD SOUTHLAKE TX 2012 2014 F 76092 -9764 TXU Secondary 10443720007638874 840 SHADY LN NORTH 18 December 20, November 24, BUSLOLF NON -IDR 0 130 SOUTHLAKE TX 76092- 2012 2014 5512 TXU Secondary 10443720007339107 351 STATE ST NORTH 09 December 7, December 11, BUSHILF NON -IDR 0 85 SOUTHLAKE TX 76092- 2012 2014 7608 TXU Secondary 10443720008727718 1101 N CARROLL AVE NORTH 18 December 20, November 24, BUSLOLF NON -IDR 0 46 SOUTHLAKE TX 76092- 2012 2014 5307 TXU Secondary 10443720005376214 307 PARKWOOD DR NORTH 10 December 11, December 12, BUSNODE 40N -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 7430 TXU Secondary 10443720008525663 2299 N CARROLL AVE NORTH 19 November 27, November 25, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 3807 TXU Secondary 10443720004403995 @STREET LIGHTS NORTH 19 Novembe 7, November 25, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 0000 City of Southlake.TC- Fixed -LZ- Extend- 65050726.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) TXU Secondary 10443720007807575 1226 MCCRAE TRL NORTH 19 November21, November 25, BUSNODE WON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 3242 TXU Secondary 10443720002659586 400 N WHITE CHAPEL NORTH 10 December 11, December 12, BUSLOLF NON -IDR 0 65 BLVD SOUTHLAKE TX 2012 2014 76092 -6242 TXU Secondary 10443720008287419 1432 DARTMOUTH DR NORTH 10 Deoember 11, December 12, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 7131 TXU Secondary 10443720002674869 427 BANK ST SOUTHLAKE NORTH 10 December 11, December 12, BUSLOLF NON -IDR 0 0 TX 76092 -9125 2012 2014 TXU Secondary 10443720007714083 1501 MAIN ST NORTH 09 December 12, December 11, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 201.4 M 7655 TXU Secondary 10443720007375656 1451 FEDERAL WAY NORTH 09 December 7, December 11, BUSMEDL NON -IDR 0 75 SOUTHLAKE TX 76092 2012 2014 F TXU Secondary 10443720008942139 1013 1/2 QUAIL RUN RD NORTH 19 November 21, November 25, BUSLOLF NON -IDR 0 6 SOUTHLAKE TX 76092- 2012 2014 3114 _ TXU Secondary 10443720005377919 @WHITE CHAPL COMM NORTH 10 December 11, December 12, BUSNODE NON -IDR 0 0 HOU SOUTHLAKE TX 2012 2014 M 76092 -0000 TXU Secondary 10443720008525725 100 W CONTINENTAL BLVD NORTH 10 December 13, December 12, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 8457 TXU Secondary 10443720004404026 @STREET LIGHTS NORTH 19 November 27, November 25, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 0000 TXU Secondary 10443720008294372 600 State St Southlake TX NORTH 09 December 11, December 11, BUSMEDL NON -IDR 0 498 76092 -7669 2012 2014 F TXU 5eoondary 10443720008474482 450 W Southlake Blvd NORTH 10 December 13, December 12, BUSLOLF NON -IDR 0 137 Southlake TX 76092 -6142 2012 2014 TXU Secondary 10443720004403871 @STREET LIGHTS NORTH 19 November 27, November 25, BUSNODE NON-]DR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 0000 TXU Secondary 10443720007802089 255 N CARROLL AVE NORTH 09 December 8, December 11, BUSNODE 40N -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 6403 TXU Secondary 10443720002659617 @TENNIS COURTS NORTH 10 December 11, December 12, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 0000 TXU Secondary 10443720007567484 339 GRAND AVE W NORTH 09 December 8, December 11, BUSHILF NON-[DR 0 11 SOUTHLAKE TX 76092- 2012 2014 7662 TXU Secondary 10443720009305893 400 N WHITE CHAPEL NORTH 10 December 11, December 12, BUSLOLF NON -IDR 0 59 BLVD SOUTHLAKE TX 2012 2014 75092 -6242 TXU Secondary 10443720006002223 @STREET LIGHTS NORTH 19 November 27, November 25, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 0000 TXU Secondary 10443720006612680 604 N CARROLL AVE SGNL NORTH 09 November 21, December 11, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 6411 TXU Secondary 10443720004404057 @STREET LIGHTS NORTH 19 November 27, November 25, BUSNODE WON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 0000 TXU Secondary 10443720008371717 450 Southlake Blvd Barn NORTH 10 December 10, December 12, BUSNODE NON -IDR 0 0 Tanis Southlake 76092 2012 2014 M TXU 5econda 10443720004403902 @STREET LIGHTS NORTH 19 November 27, November 25, NMLIGHT NON -IDR 0 0 City of Southlake.TC- Fixed -LZ- Extend- 65050726.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) Total Number of Points of Delivery = 48 Contracted kW = 2,263 Monthly Standing Charges = 0 In the event this Exhibit "A" contains temporary placeholder ESI ID numbers (typically denoted by "TPH" at the beginning of the ESI ID number) for contracted future Buyer ESI IDs, then (1) Buyer shall give Seller at least thirty (30) days prior written notice of the date that each such ESI ID will be energized as a Buyer ESI ID (i.e., when Buyer will begin utilizing the applicable facility located at Buyer's Premise), (ii) Seller will not be obligated to serve any such ESI ID under the Agreement until, at the earliest, after the expiration of at least thirty (30) days after Buyer's written notice has been given to Seller, and (iii), in any event, Buyer's giving, or failure to give, timely notice to Seller shall not affect Buyer's obligation, under the Agreement, to be responsible for all volumes contracted for under the Agreement as reflected on Exhibit "A-1". City of Southlake.TC- Fixed -LZ- Extend- 65050726.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) SOUTHLAKE TX 76092- 2012 2014 0000 TXU Secondary 10443720007856060 1400 MAIN ST NORTH 09 December 8, December 11, BUSMEDL NON -IDR 0 378 SOUTHLAKE TX 76092- 2012 2014 F 7640 TXU Secondary 10443720002659648 @WHITE CHAPL COMM NORTH 10 December 11, December 12, BUSLOLF NON -IDR 0 12 HOU SOUTHLAKE TX 2012 2014 76092 -0000 TXU Secondary 10443720007567515 1280 Federal Way NORTH 09 December 8, December 11, BUSMEDL NON -IDR 0 12 Southlake TX 76092 -6451 2012 2014 F TXU Secondary 10443720009546763 320 MIRON DR WATR TWR NORTH 10 December 11, December 12, BUSMEDL NON -IDR 0 17 SOUTHLAKE TX 76092 2012 2014 F TXU Secondary 10443720006251463 200 WHITE CHAPEL CT NORTH 10 December 11, December 12, BUSLOLF NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 8500 TXU Secondary 10443720008676252 307 PARKWOOD DR NORTH 10 December 11, December 12, BUSLOLF NON -IDR 0 45 SOUTHLAKE TX 76092- 2012 2014 7430 TXU Secondary 10443720005328381 00000 @CITY HALL NORTH 09 December 8, December 11, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 0000 TXU Secondary 10443720008386780 2100 W SOUTH LAKE BLVD NORTH 10 December 11, December 12, BUSMEDL NON -IDR 0 91 SOUTHLAKE TX 76092- 2012 2014 F 6711 TXU Secondary 10443720004403933 @STREET LIGHTS NORTH 19 November 27, November 25, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2012 2014 M 0000 TXU Secondary 10443720008035017 450 W SOUTHLAKE BLVD NORTH 10 December 11, December 12, BUSLOLF WON -IDR 0 210 SOUTHLAKE TX 76092- 2012 2014 6142 TXU Secondary 10443720002659679 @BALL FIELD NORTH 10 December 11, December 12, BUSLOLF NON-]DR 0 41 SOUTHLAKE TX 76092- 2012 2014 0000 TXU Secondary 10443720008528143 450 W SOUTHLAKE BLVD NORTH 10 December 13, December 12, BUSLOLF NON -I_DR 0 46 SOUTHLAKE TX 76092- 2012 2014 6142 Total Number of Points of Delivery = 48 Contracted kW = 2,263 Monthly Standing Charges = 0 In the event this Exhibit "A" contains temporary placeholder ESI ID numbers (typically denoted by "TPH" at the beginning of the ESI ID number) for contracted future Buyer ESI IDs, then (1) Buyer shall give Seller at least thirty (30) days prior written notice of the date that each such ESI ID will be energized as a Buyer ESI ID (i.e., when Buyer will begin utilizing the applicable facility located at Buyer's Premise), (ii) Seller will not be obligated to serve any such ESI ID under the Agreement until, at the earliest, after the expiration of at least thirty (30) days after Buyer's written notice has been given to Seller, and (iii), in any event, Buyer's giving, or failure to give, timely notice to Seller shall not affect Buyer's obligation, under the Agreement, to be responsible for all volumes contracted for under the Agreement as reflected on Exhibit "A-1". City of Southlake.TC- Fixed -LZ- Extend- 65050726.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) Exhibit Al - IVlonth y Contract Us age Legal Name: City of Southiake Estimated Load Factor: 35.88 Total Contract kWh: 14,265,971 Quote: 0065050726 Price Type: Fixed Contract Start Date: November 21, 2012 Contract End Date: November 20, 2014 ' JA energy Period Usage 1 Usage 2 Usage 3 Usage 4 Total Usage 11/01/2012 11,828 12/01/2012 492 492 01/01/2013 ,036 02/01/2013 ,881 593,881 03/01/2013 534,111 0410 112013 544,267 05/01/2013 590, 06/01/2013 603,8882 82 0710112013 607,435 32 ,435 09/01/2013 5 558,004 58,002 10/01/2013 , 530,430 ,430 6366,568 12/01/2013 653,251 0110112014 02/01/2014 593, 593,4407 07 03/01/2014 534,111 04/01/2014 544,267 05/01/2014 590,370 06/01/2014 603,882 07/01/2014 607,435 08/01/2014 632,292 09/01/2014 558,004 10/01/2014 530,430 11/01/2014 621,548 12101/2014 206,582 Total Number of Periods = 26 City of Southlake.TC- Fixed- LZ- Extend- 65050726.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) TXU Energy Retail Company LLC REP Certification No. 10004 6555 Sierra Drive 35 -24 Irving, TX 75039 DATE August 31, 2011 SELLER: TXU Energy Retail Company LLC BUYER: City of Southlake 1400 MAIN ST STE 440 SOUTHLAKE, TX 76092 -7642 QUOTE NUMBER: 0065051905 ESI ID REGISTRATION ACKNOWLEDGEMENT TXU energy By signing this acknowledgement, Buyer represents and warrants that all information referenced and shown in Exhibit A to the subject Transaction Confirmation for the Supply of Electricity ( "Agreement ") is correct for all of the ESI IDs and Premises listed in such Exhibit A 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. Buyer agrees to bear all responsibility, liability, and associated costs, and hold Seller harmless, 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: City of Southiake.TC- Fixed- LZ- Repi- 65051905.sre.090111.doe Version Fixed Swing Nodal 04.08.2011 0 TXU energy Transaction Confirmation for Supply of Electricity Quote 0065051905 Product: Fixed Number: Contract for Supply of Electricity. Swing Business 20123669 Partner #: The All kWh Charge includes charges for the commodity, Energy (shaped), Ancillary Services, Buyer: City of Southlake Seller: TXU Energy Retail Company LLC 1400 MAIN ST STE 440 Price for Capacity, ERCOT Administration Fee/ISO Fees, and Unaccounted for Energy ( "UFE ") REP Certification No. 10004 SOUTHLAKE, TX 76092 -7642 6555 Sierra Drive 3 -S -24 the date of this Agreement. It will also include the settlement charges to the applicable ERCOT Irving, Texas 75039 li. Excess Usage If Buyer's total consumption of Power for all Premises in a calendar month exceeds the total Attn: Retail Contract Administration Phone: 817481 -5581 Fax: 1 817481 -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 $0.0684800 per kWh Contract for Supply of Electricity. Primary Term Start Date: October 1, 2011 Primary Term End Date: November 20, 2012 II. Charges Charge Type Amount (Monthly Charges will be the total of the items listed in this Article II. (i) All kWh Charge $0.0684800 per kWh (The per kWh "Contract Price ") The All kWh Charge includes charges for the commodity, 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 ( "UFE ") 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. li. 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 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 Charge, Congestion (including but not limited to Reliability Unit Commitment ( "RUC ")), Line Losses (transmission and distribution provider), Market Clearing Price for Capacity, ERGOT Administration Fee/ISO Fees, and UFE. 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 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 Usa a 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 acquisition, sale, delivery, and purchase of the Power. City of Soulhlake.TC- Fixed- LZ- Repi- 65051905.sre.090111.doc Version Fixed Swing Nodal 04.08.2011 Buyer Legal Name: A. Taxes Varies by ESI ID throughout the Term. All taxes imposed by any governmental or regulatory TXU Energy Retail Company LLC, a Texas political subdivision authority on the acquisition, sale, delivery, and purchase of the Power. Includes Seller's Texas By (Name of General Partner or Agent if applicable): Gross Receipts Tax and Public Utility Commission Assessment on the acquisition, sales, Buyer Signature: deiive , or purchase of the Power. vii. $0.0000000 per kWh. Buyer represents that it has not entered into any contract, arrangement or Gabriel R. Castro 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 Date: 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. SUPERCESSION: This Transaction Confirmation for Supply of Electricity shall supersede and replace that certain Transaction Confirmation for Supply of Electricity, (3-1 AHZG 1 -28) dated November 6, 2007 for sales occurring at the Premise(s) on or after the commencement of the Primary Term hereof for each such Premise(s). CONTINGENT EFFECTIVENESS This Transaction Confirmation for Supply of Electricity shall be effective only if the Parties also have executed, contemporaneously with the execution of this Transaction Confirmation for Supply of Electricity, that certain Transaction Confirmation for Supply of Electricity (#65050726) covering the period from approximately 11/21/2012 through 1112012014. 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, 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 compan 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: City of South lake.TC- Fixed- tZ- Repl- 65051905.sre.090111.doc Version Fixed Swing Nodal 04.08.2011 Exhibit A - Point of Delve Listing Legal Name: City of Southlake Estimated Load Factor: 31.49 Total Contract kWh: 7,856,028 Primary Term: 14 CO). Fxu Quote: 0065051905 Price Type: Fixed Contract Start Date: October 1, 2011 Contract End Date: November 20, 2012 TDSP Delivery ESI ID ESI ID Address Congestion Meter Cycle Meter Cycle Meter Cycle End Profile IDR or Standing ESI Peak Voltage Zone Start Non -IDR Cha a KW TXU Secondary 10443720005376214 307 PARKWOOD DR NORTH 10 October 12, December 10, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 7430 TXU Secondary 10443720007375656 1451 FEDERAL WAY NORTH 09 October 11, December 6, BUSMEDL NON -IDR 0 86 SOUTHLAKE TX 76092 2011 2012 F TXU Secondary 10443720004404026 @STREET LIGHTS NORTH 19 October 25, November 26, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 0000 TXU Secondary 10443720009305693 400 N WHITE CHAPEL NORTH 10 October 12, December 10, BUSLOLF NON -IDR 0 158 BLVD SOUTHLAKE TX 2011 2012 76092 -6242 TXU Secondary 10443720004403871 @STREET LIGHTS NORTH 19 October 25, November 26, BUSNODE NON-IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 0000 TXU Secondary 10443720006267419 1432 DARTMOUTH DR NORTH iD October 12, December 10, BUSNODE - N J 0 0 SOUTHLAKE TX 76092- 2011 2012 M 7131 TXU Secondary 10443720008371717 450 Southlake Blvd Bam NORTH 10 October 12, December 9, BUSNODE NON -IDR 0 0 Tenis Southlake 76092 2011 2012 M TXU Secondary 10443720007638874 840 SHADY LN NORTH 18 October 24, December 19, BUSLOLF NON -IDR 0 187 SOUTHLAKE TX 76092- 2011 2012 5512 TXU Secondary 10443720005377919 @WHITE CHAPL COMN1 NORTH 10 October 12, December 10, BUSNODE NON -I 0 0 HOU SOUTHLAKE TX 2011 2012 M 76092 -0000 TXU Secondary 10443720007714083 1501 MAIN ST NORTH 09 October 11, December 11, BUSNODE NON -IDR o a SOUTHLAKE TX 76092- 2011 2012 M 7555 TXU Secondary 10443720004403995 @STREET LIGHTS NORTH 19 October 25, November 26, BUSNODE q0N -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 0000 TXU Secondary 10443720007567515 1280 Federal Way NORTH 09 October 11, December 7, BUSMEDL NON -IDR 0 13 Southlake TX 76092 -6451 2011 2012 F TXU Secondary 10443720004403902 @STREET LIGHTS NORTH 19 October 25, November 26, NMLIGHT NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 0000 TXU Secondary 10443720008386780 2100 W SOUTH-LAKE BLVD NORTH 10 October 12, December 10, BUSMEDL NON -IDR 0 101 SOUTHLAKE TX 76092- 2011 2012 F 6711 TXU Secondary 10443720008528143 450 W SOUTHLAKE BLVD NORTH 10 October 12, December 12, BUSLOLF NON -IDR 0 46 SOUTHLAKE TX 76092- 2011 2012 City of Southlake.TC- Fixed- LZ- Repl- 65051 905.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) City of Southlake.TC- Fixed- LZ- Repl- 65051905.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) 6142 TXU Secondary 10443720007856060 1400 MAIN ST NORTH 09 October 11, December 7, BUSMEDL NON -I_DR 0 _ 5 SOUTHLAKE TX 76092- 2011 2012 F 7640 TXU Secondary 10443720006251463 200 WHITE CHAPEL CT NORTH 10 October 12, December 10, BUSLOLF NON -IDR 0 6 SOUTHLAKE TX 76092- 2011 2012 8500 TXU Secondary 10443720008463353 1960 E Continental Blvd NORTH 10 October 12, November 20, BUSNODE NON -IDR 0 0 Southlake TX 76092 -9764 2011 2012 M TXU Secondary 10443720005338766 400 N WHITE CHAPEL NORTH 10 October 12, December 10, BUSNODE NON -IDR 0 0 BLVD SOUTHLAKE TX 2011 2012 M 76092 -6242 TXU Secondary 10443720007567484 339 GRAND AVE W NORTH 09 October 11, December 7, BUSHILF NON -IDR 0 16 SOUTHLAKE TX 76092- 2011 2012 7662 TXU Secondary 10443720002659679 @BALL FIELD NORTH 10 October 12, December 10, BUSLOLF NON -IDR 0 49 SOUTHLAKE TX 76092- 2011 2012 0000 TXU 10443720008676252 307 PARKWOOD DR NORTH 10 October 12, December 10, BUSLOLF NON -IDR 0 33 SOUTHLAKE TX 76092- 2011 2012 7430 TXU FSecondary 10443720002659617 @TENNIS COURTS NORTH 10 October 12, December 10, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 0000 TXU 10443720008078789 1000 LA PALOMA NORTH 09 October 11, December 7, BUSLOLF NON -IDR 0 3 SOUTHLAKE TX 76092- 2011 2012 0000 TXU Secondary 10443720007802089 255 N CARROLL _AVE NORTH 09 October 11, December 7, 13USNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 6403 TXU Secondary 10443720008474482 450 W Southlake Blvd NORTH 10 October 12, December 12, BUSLOLF WON -IDR 0 137 Southlake TX 76092 -6142 2011 2012 TXU Secondary 10443720006002223 @STREET LIGHTS NORTH 19 October 25, November 26, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 0000 TXU Secondary 10443720007339107 351 STATE ST NORTH 09 October 11, December 6, BUSHILF NON -IDR 0 99 SOUTHLAKE TX 76092- 2011 2012 7608 TXU Secondary 10443720004404057 @STREET LIGHTS NORTH 19 October 25, November 26, BUSNODE NON-]DR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 0000 TXU Secondary 10443720002659648 @WHITE CHAPL COMM NORTH 10 October 12, December 10, BUSLOLF NON-]DR 0 14 HOU SOUTHLAKE TX 2011 2012 76092 -0000 TXU Secondary 10443720008727718 1101 N CARROLL AVE NORTH 18 October 24, December 19, BUSLOLF NON -IDR 0 50 SOUTHLAKE TX 76092- 2011 2012 5307 TXU Secondary 10443720006294372 600 State St Southlake TX NORTH 09 October 11, December 10, BUSMEDL NON -IDR 0 338 76092 -7669 2011 2012 F TXU Secondary 10443720002673877 1950 E CONTINENTAL NORTH 10 October 12, December 10, BUSMEDL NON -IDR 0 88 BLVD SOUTHLAKE TX 2011 2012 F 76092 -9764 TXU Secondary 10443720007807576 1225 MCCRAE TRL NORTH 19 October 25, November 20, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 3242 TXU Secondary 10443720006629291 400 N WHITE CHAPEL NORTH 10 October 12, December 10, BUSLOLF NON4DR 0 47 BLVD SOUTHLAKE TX 2011 2012 76092 -6242 TX U Seconds 10443720008612680 604 N CARROLL AVE SGNL NORTH D9 October 11, November 20, BUSNODE NON -IDR 0 0 City of Southlake.TC- Fixed- LZ- Repl- 65051905.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) Total Number of Points of Delivery = 46 Contracted kW = 2,450 Monthly Standing Charges = 0 In the event this Exhibit W contains temporary placeholder ESI ID numbers (typically denoted by "TPH" at the beginning of the ESI ID number) for contracted future Buyer ESI IDs, then (i) Buyer shall give Seller at least thirty (30) days prior written notice of the date that each such ESI ID will be energized as a Buyer ESI ID (i.e., when Buyer will begin utilizing the applicable facility located at Buyer's Premise), (ii) Seller will not be obligated to serve any such ESI ID under the Agreement until, at the earliest, after the expiration of at least thirty (30) days after Buyer's written notice has been given to Seller, and (iii), in any event, Buyer's giving, or failure to give, timely notice to Seller shall not affect Buyer's obligation, under the Agreement, to be responsible for all volumes contracted for under the Agreement as reflected on Exhibit "A -1 ". City of Southlake. TC-Fixed- LZ- Repl- 65051905.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) SOUTHLAKE TX 76092- 2011 2012 M 6411 TXU Secondary 10443720005328381 00000 @CITY HALL NORTH 09 October 11, December 7, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 0000 TXU Secondary 10443720009546763 320 MIRON DR WATR TWR NORTH 10 October 12, December 10, BUSMEDL NON -IDR 0 17 SOUTHLAKE TX 76092 2011 2012 F TXU Secondary 10443720004403964 @STREET LIGHTS NORTH 19 October 25, November 26, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 0000 TXU Secondary 10443720008942139 1013 112 QUAIL RUN RD NORTH 19 October 25, November 20, BUSLOLF NON -IDR 0 2 SOUTHLAKE TX 76092- 2011 2012 3114 TXU Secondary 10443720002674869 427 BANK ST SOUTHLAKE NORTH 10 October 12, December 10, BUSLOLF NON -IDR 0 8 TX 76092 -9125 2011 2012 TXU Secondary 10443720008035017 450 W SOUTHLAKE BLVD NORTH 10 October 12, December 10 BUSLOLF NON -IDR 0 216 SOUTHLAKE TX 76092- 2011 2012 6142 TXU Secondary 10443720002659586 400 N WHITE CHAPEL NORTH 10 October 12, December 10, BUSLOLF NON -IDR 0 62 BLVD SOUTHLAKE TX 2011 2012 76092 -6242 TXU Secondary 10443720004403933 @STREET LIGHTS NORTH 19 October 25, November 26, BUSNODE NON -IDR 0 0 SOUTHLAKE TX 76092- 2011 2012 M 0000 TXU Secondary 10443720007630064 450 W SOUTHLAKE BLVD NORTH 10 October 12, December 10, HUSLOLF WON -IDR 0 229 SOUTHLAKE TX 76092- 2011 2012 6142 TXU Secondary 10443720008779026 1725 W CONTINENTAL NORTH 10 October 12, December 12, BUSNODE NON-IDR 0 0 BLVD SOUTHLAKE TX 2011 2012 M 76092 -8377 Total Number of Points of Delivery = 46 Contracted kW = 2,450 Monthly Standing Charges = 0 In the event this Exhibit W contains temporary placeholder ESI ID numbers (typically denoted by "TPH" at the beginning of the ESI ID number) for contracted future Buyer ESI IDs, then (i) Buyer shall give Seller at least thirty (30) days prior written notice of the date that each such ESI ID will be energized as a Buyer ESI ID (i.e., when Buyer will begin utilizing the applicable facility located at Buyer's Premise), (ii) Seller will not be obligated to serve any such ESI ID under the Agreement until, at the earliest, after the expiration of at least thirty (30) days after Buyer's written notice has been given to Seller, and (iii), in any event, Buyer's giving, or failure to give, timely notice to Seller shall not affect Buyer's obligation, under the Agreement, to be responsible for all volumes contracted for under the Agreement as reflected on Exhibit "A -1 ". City of Southlake. TC-Fixed- LZ- Repl- 65051905.sre.090111.doc Version Fixed Swing Nodal (12.12.2010) Exhibit A'I' Monthly. Contract Usage Legal Name: City of Southlake Estimated Load Factor: 31.49 Total Contract kWh: 7,856,028 Quote: 0065051905 Price Type: Fixed Contract Start Date: October 1, 2011 Contract End Date: November 20, 2012 4rxu Period Usage 1 Usage 2 Usage 3 Usage 4 Total Usage 10/01/2011 312,872 11/01/2011 522,894 12/01/2011 563,717 01/01/2012 552,024 02/01/2012 521,307 03/01/2012 521,854 04/01/2012 542,331 05/01/2012 595,886 06/01/2012 636,269 07/01/2012 649,062 08/01/2012 1 667,064 09/01/2012 1 595,980 10/01/2012 533,443 11/01/2012 511,661 12/01/2012 129,664 Total Number of Periods = 15 City of Southlake.TC- Fixed- LZ- Repl- 65051905.sre.090111.doc Version Fixed Swing Nodal (12,12.2010)