Agenda 05/13/2008 Item #16C 2
Agenda Item No. 16C2
May 13, 2008
Page 1 of 55
EXECUTIVE SUMMARY
Recommendation to approve a Master Agreement for Demand Side Management and Energy
Efficiency Services with Florida Power & Light Company for Public Utilities Division
participation in a guaranteed energy performance savings program at numerous major facilities.
Guaranteed annual savings are greater than the cost of implementation of energy savings
measures. Potential maximum one time financial impact is $52,344.00, if the County does not
consent to the implementation of the identified energy savings measures.
OBJECTIVE: To realize savings on electrical power costs while upgrading facilities and providing
utility services to meet customer demand.
CONSIDERATION: Florida Power & Light Company (FPL) is under term contract number 24-973-
320-X with the State of Florida to provide services to municipal, educational, and state agencies in
accordance with Florida Statute 489.145, "Guaranteed Energy Performance Savings Contracting Act,"
(Attachment A). This process is specific in regard to cost effectiveness and the required savings
guarantees that FPL will provide before any energy savings measures are implemented.
The Public Utilities Division (PUD) proposes to enter into a partnership with FPL under a Master
Agreement to identify, design and install specific guaranteed Energy Conservation measureslOptions
(ECOs). The PUD proposes a feasibility review of the four treatment plants and numerous major
pumping facilities. Through discussions with other county divisions, it was decided that the PUD will
initially participate in this FPL program with the other divisions to follow, as deemed appropriate. The
action to add other county divisions will require future Board of County Commissioners (Board)
approval.
This request is for Board approval of both the Master Agreement and the Schedule A, Feasibility Study
Authorization Form. The results of the Feasibility Study will summarize the costs associated with each
identified ECO and provide an estimate of the annual energy cost savings. The ECOs will be
examined and sufficient information provided to determine whether they met the PUD payback criteria
of 10 years or less and a total payback energy savings greater than the cost of the ECO
implementation. FPL will provide an annual reconciliation report of the guaranteed energy cost
savings. If the reconciliation reveals a shortfall in annual energy cost savings, FPL will be liable for
that shortfall. As outlined in Florida Statute 489.145, the guaranteed energy performance savings
program procedures and contract provisions are specific and follow well developed national standards.
Through the use of approved Schedules attached to the Master Agreement, FPL will be granted
authorization to implement the steps of the specific process. Further details on the FPL energy
efficiency services contracting process steps are included as Attachment B to this executive summary.
Authorization of Schedule B will require a new Board approval for the implementation of the specific
ECOs identified through the Feasibility Study, the savings guarantee provisions, and the financing
details of the project required for meeting the program and Florida Statute 489.145 requirements.
While FPL will assist the PUD in obtaining the best available financing arrangement, the PUD will
incur this cost and carry the debt on the PUD financial balance sheet.
In this current action the Board is requested to delegate to staff the authority to execute Schedule C,
Notice of Substantial Completion; Schedule D, Final Acceptance; and Schedule E, Change Order
Form; consistent with County Purchasing Policy and Administrative Procedures in effect at that time.
Executive Summary
FPL Master Agreement - PUD Energy Efficiency
Page 2
Agenda Item No. 16C2
May 13, 2008
Page 2 of 55
FPL has successfully implemented this program for municipalities (Sarasota County; the Cities of
Venice and Sarasota, others); school districts (Dade, Lee, and others); and other federal and Florida
state agencies. The Collier County Manager encourages staff to look for efficiencies (cost saving
measures) throughout the organization (Attachment C). This FPL program is an initiative to support
this energy savings cost outcome.
fl'
LEGAL CONSIDERATIONS: This FPL Master Agreement and the associated Schedules for
Demand Side Management and Energy Efficiency Services have been reviewed and found sufficient
by the County Attorney's Office.
FISCAL IMPACT: Potential guaranteed annual savings will be realized in the County Water-Sewer
District Operating Budget (Fund 408). The potential one time maximum financial impact is
$52,344.00 in Projects 71007 and 73071, Energy Efficiency, if the County does not consent to
implementation of any of those measures. Staff has reviewed the scope and cost breakdown associated
with the Feasibility Study, and concludes that the cost is fair and reasonable and represents a best value
for the PUD. Funding is available in and is consistent with the FY08 Capital Budget approved by the
Board on September 20, 2007. The source of funding is the Water User Fee Fund (412) and
Wastewater User Fee Fund (414).
GROWTH MANAGEMENT IMP ACT: The project is consistent with and furthers the goals,
objectives, and policies of the Collier County Growth Management Plan.
RECOMMENDATION: That the Board of County Commissioners, as the Ex-officio Governing
Board of the Collier County Water-Sewer District:
. authorize the Board Chairman to execute the Master Agreement and Schedule A, Feasibility
Study Authorization Form;
. authorize staff the authority to execute Schedule C, Notice of Substantial Completion; Schedule
D, Final Acceptance; and Schedule E, Change Order Form; consistent with County policy and
procedures,
PREPARED BY: Karen B. Guliani, P.E., Principal Project Manager, Public Utilities Engineering
Department.
Attachment A
Agenda Item No. 16C2
May 13, 2008
Page 3 of 55
489.145 Guaranteed energy performance savings contracting.--
(1) SHORT TITLE.--This section may be cited as the "Guaranteed Energy Performance Savings
Contracting Act."
(2) LEGISLATIVE FINDINGS.--The Legislature finds that investment in energy conservation
measures in agency facilities can reduce the amount of energy consumed and produce
immediate and long-term savings. It is the policy of this state to encourage agencies to invest
in energy conservation measures that reduce energy consumption, produce a cost savings for
the agency, and improve the quality of indoor air in public facilities and to operate, maintain,
and, when economically feasible, build or renovate existing agency facilities in such a manner
as to minimize energy consumption and maximize energy savings, It is further the policy of this
state to encourage agencies to reinvest any energy savings resulting from energy conservation
measures in additional energy conservation efforts.
(3) DEFINITIONS.--As used in this section, the term:
(a) "Agency" means the state, a municipality, or a political subdivision.
(b) "Energy conservation measure" means a training program, facility alteration, or equipment
purchase to be used in new construction, including an addition to an existing facility, which
reduces energy or operating costs and includes, but is not limited to:
,. Insulation of the facility structure and systems within the facility.
2. Storm windows and doors, caulking or weatherstripping, multi glazed windows and doors,
heat-absorbing, or heat-reflective, glazed and coated window and door systems, additional
glazing, reductions in glass area, and other window and door system modifications that reduce
energy consumption.
3. Automatic energy control systems.
4. Heating, ventilating, or air-conditioning system modifications or replacements.
5. Replacement or modifications of lighting fixtures to increase the energy efficiency of the
lighting system, which, at a minimum, must conform to the applicable state or local building
code.
6. Energy recovery systems.
7. Cogeneration systems that produce steam or forms of energy such as heat, as well as
electricity, for use primarily within a facility or complex of facilities.
8. Energy conservation measures that provide long-term operating cost reductions or
significantly reduce Btu consumed.
9. Renewable energy systems, such as solar, biomass, or wind systems.
10. Devices that reduce water consumption or sewer charges.
11. Storage systems, such as fuel cells and thermal storage.
At'tachment A
Executive Summary - FPL Master Agreement
Eage 2 of 4
12. Generating technologies, such as microturbines.
Agenda Item No. 16C2
May 13, 2008
Page 4 of 55
13. Any other repair, replacement, or upgrade of existing equipment.
(c) "Energy cost savings" means a measured reduction in the cost of fuel, energy consumption,
and stipulated operation and maintenance created from the implementation of one or more
energy conservation measures when compared with an established baseline for the previous
cost of fuel, energy consumption, and stipulated operation and maintenance.
(d) "Guaranteed energy performance savings contract" means a contract for the evaluation,
recommendation, and implementation of energy conservation measures, which, at a minimum,
shall include:
1. The design and installation of equipment to implement one or more of such measures and,
if applicable, operation and maintenance of such measures.
2. The amount of any actual annual savings that meet or exceed total annual contract
payments made by the agency for the contract.
3. The finance charges incurred by the agency over the life of the contract.
(e) "Guaranteed energy performance savings contractor" means a person or business that is
licensed under chapter 471, chapter 481, or this chapter, and is experienced in the analysis,
design, implementation, or installation of energy conservation measures through energy
performance contracts.
(4) PROCEDURE5.--
(a) An agency may enter into a guaranteed energy perfonmance savings contract with a
guaranteed energy performance savings contractor to significantly reduce energy or operating
costs of an agency facility through one or more energy conservation measures.
(b) Before design and installation of energy conservation measures, the agency must obtain
from a guaranteed energy performance savings contractor a report that summarizes the costs
associated with the energy conservation measures and provides an estimate of the amount of
the energy cost savings. The agency and the guaranteed energy performance savings contractor
may enter into a separate agreement to pay for costs associated with the preparation and
delivery of the report; however, payment to the contractor shall be contingent upon the
report's projection of energy cost savings being equal to or greater than the total projected
costs of the design and installation of the report's energy conservation measures.
(c) The agency may enter into a guaranteed energy performance savings contract with a
guaranteed energy performance savings contractor if the agency finds that the amount the
agency would spend on the energy conservation measures will not likely exceed the amount of
the energy cost savings for up to 20 years from the date of installation, based on the life cycle
cost calculations provided in s. 255.255, if the recommendations in the report were followed
and if the qualified provider or providers give a written guarantee that the energy cost savings
will meet or exceed the costs of the system. The contract may provide for installment
payments for a period not to exceed 20 years.
(d) A guaranteed energy performance savings contractor must be selected in compliance with
s. 287.055; except that if fewer than three firms are qualified to perform the required
Attachment A
Agenda Item No. 16C2
May 13, 2008
Page 5 of 55
Executive Summary - FPL Master Agreement
blge 3 of 4
services, the requirement for agency selection of three firms, as provided in s. 287.D55(4)(b),
and the bid requirements of s. 287.057 do not apply.
(e) Before entering into a guaranteed energy performance savings contract, an agency must
provide published notice of the meeting in which it proposes to award the contract, the names
of the parties to the proposed contract, and the contract's purpose.
(f) A guaranteed energy performance savings contract may provide for financing, including tax
exempt financing, by a third party. The contract for third party financing may be separate from
the energy performance contract. A separate contract for third party financing must include a
provision that the third party financier must not be granted rights or privileges that exceed the
rights and privileges available to the guaranteed energy performance savings contractor.
(g) In determining the amount the agency will finance to acquire the energy conservation
measures, the agency may reduce such amount by the application of any grant moneys,
rebates, or capital funding available to the agency for the purpose of buying down the cost of
the guaranteed energy performance savings contract. However, in calculating the life cycle
cost as required in paragraph (c), the agency shall not apply any grants, rebates, or capital
fundi ng.
(5) CONTRACT PROVISIONS.--
(a) A guaranteed energy performance savings contract must include a written guarantee that
may include, but is not limited to the form of, a letter of credit, insurance policy, or corporate
guarantee by the guaranteed energy performance savings contractor that annual energy cost
savings will meet or exceed the amortized cost of energy conservation measures.
(b) The guaranteed energy performance savings contract must provide that all payments,
except obligations on termination of the contract before its expiration, may be made over
time, but not to exceed 20 years from the date of complete installation and acceptance by the
agency, and that the annual savings are guaranteed to the extent necessary to make annual
payments to satisfy the guaranteed energy performance savings contract.
(c) The guaranteed energy performance savings contract must require that the guaranteed
energy performance savings contractor to whom the contract is awarded provide a 1 DO-percent
public construction bond to the agency for tts faithful performance, as required by s. 255.05.
(d) The guaranteed energy performance savings contract may contain a provision allocating to
the parties to the contract any annual energy cost savings that exceed the amount of the
energy cost savings guaranteed in the contract.
(e) The guaranteed energy performance savings contract shall require the guaranteed energy
performance savings contractor to provide to the agency an annual reconciliation of the
guaranteed energy cost savings. If the reconciliation reveals a shortfall in annual energy cost
savings, the guaranteed energy performance savings contractor is liable for such shortfall. If
the reconciliation reveals an excess in annual energy cost savings, the excess savings may be
allocated under paragraph (d) but may not be used to cover potential energy cost savings
shortages in subsequent contract years.
/--
(f) The guaranteed energy performance savings contract must provide for payments of not less
than one-twentieth of the price to be paid within 2 years from the date of the complete
installation and acceptance by the agency, and the remaining costs to be paid at least
quarterly, not to exceed a 20-year term, based on life cycle cost calculations.
Executive Summary - FPL MAster Agreement
Page 4 of 4
(g) The guaranteed energy performance savings contract may extend beyond the fiscal year in
which it becomes effective; however, the term of any contract expires at the end of each fiscal
year and may be automatically renewed annually for up to 20 years, subject to the agency
making suffident annual appropriations based upon continued realized energy savings.
Agenda Item No. 16C2
May 13, 2008
Page 6 of 55
Attachment A
-_/
(h) The guaranteed energy performance savings contract must stipulate that it does not
constitute a debt, liability, or obligation of the state.
(6) PROGRAM ADMINISTRATION AND CONTRACT REVIEW.--The Department of Management
Services, with the assistance of the Office of the Chief Financial Officer, may, within available
resources, provide technical assistance to state agencies contracting for energy conservation
measures and engage in other activities considered appropriate by the department for
promoting and facilitating guaranteed energy performance contracting by state agencies. The
Office of the Chief Financial Officer, with the assistance of the Department of Management
Services, may, within available resources, develop model contractual and related documents
for use by state agencies. Prior to entering into a guaranteed energy performance savings
contract, any contract or lease for third-party financing, or any combination of such contracts,
a state agency shall submit such proposed contract or lease to the Office of the Chief Financtal .
Officer for review and approval.
History.--s. 1, ch. 94-112; s. 1, ch. 2001-81; s. 510, ch. 2003-261.
\
Attachment B to Executive Summary
FPL Master Agreement - PUD Energy Efficiency
Page I of 2
Agenda Item No. 16C2
May 13, 2008
Page 7 of 55
.
Attachment B
Energy Efficiency Services Contracting Process Steps:
'-
.. Feasibility Study (Schedule A):
.. Scope detennined through coordinated effort of County staff and FPLS
engineers.
. Defines an engineering grade evaluation of those Energy Conservation
Opportunities (ECOs) that have been identified in an initial walk through of
facilities and have been selected for further review.
.. Analyze utility consumption patterns, operating schedules, maintenance
programs, equipment effectiveness, life expectancies, utility rates, and
other applicable parameters to generate baseline operating costs for
targeted ECOs.
.. Typically requires 30-40% of engineering design for ECOs to provide
sufficient documentation for developing firm, fixed pricing and to specify
savings projections that can be expected, and guaranteed, for selected
ECOs.
.. Full study to include combination of ECOs bundled to take full advantage
of alternative funding sources and comply with statute required
accountabilities (net savings meet, or exceed ALL costs).
.. Study will include evaluation of funding alternatives, included competitive
assessment of financial resources.
.. Full engineering evaluation of savings potential for each measure.
Generate the extent to which FPLS can guarantee savings and develop
metrics and scheduling by which savings will be demonstrated. U.S. Dept
of Energy protocol is basis for monitoring and savings verification plan.
.. Construction and Implementation (Schedule B):
.. Based on approved ECMs by county staff, FPLS will assemble
development team to include design engineers, project managers,
construction managers and any required ancillary resources required to
provide accountable implementation and schedule compliance.
.. Develop full equipment and labor specifications and administer
appropriate competitive process to ensure best quality and pricing for
labor and materials,
.. Provide professional implementation and project oversight and fully
commission entire process to ensure that the design intent is realized
through the end product.
,....
Attachment B to Executive Summary
FPL Master Agreement - PUD Energy Efficiency
Page 2 of 2
Agenda Item No. 16C2
May 13, 2008
Page 8 of 55
.
. Financing (Schedule B):
. Administer best available financing arrangements to include benefits of:
}- FPLS volume of State, Municipal and Educational funding
arrangements
}- County tax exempt status
}- Financial security risk associated with FPLS history of successes and
founding organization of the National Association of Energy Service
Companies (NAESCO)
}- Financial stability of host organization, FPL Group
. Administer County requirements for installment basis... ie. payment as line
item on FPL electric bill.
. Provide amortized installments less than or equal to conservative savings
projections from implemented ECMs.
.
. Performance Guarantee (Schedule B):
. Provide guarantee of perfonnance of implemented ECMs according to
industry standard Monitoring and Verification Protocol. FPLS employs the
Department of Energy's International Performance Measurement and
Verification Protocol (IPMVP).
. Assess appropriate level of M&V based on technology specifications, level
of performance risk, administrative cost of verification and assessment of
risk.
. Provide contracted guarantee and remediation plan.
.
-,
,
Agenda Item No. 16C2
May 13, 2008
Page 9 of 55
AttachmentC
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS
DEPARTMENT OF FACILITIES MANAGEMENT
MEMORANDUM
DATE:
January 3, 2008
TO:
Occupants of BCC Owned or Leased Buildings
FROM:
Skip Camp, CFM, Director
Department of Facilities Management
REFERENCE:
Energy Savings
The County Manager continues to encourage us to look for efficiencies (cost-saving measures)
throughout the organization. This is especially important in light of the (1) the national
economic trends, (2) current oil prices (3) state imposed revenue limits and the upcoming
referendum (4) the water restrictions in many parts of the Country including South Florida and
(5) sustainability ("green") initiatives. All these things (and others) have and will put a strain on
our budgets. In an effort to address this situation, staff members are brainstorming a number of
ideas that will save additional tax dollars. In order for these ideas I savings to be fully realized,
each one of us will need to do hislher part. Everyone must take responsibility and make the
necessary sacrifices that may result from implementing some of these initiatives. We must step
forward and set the example by fully understanding and supporting the positive outcomes these
changes will provide for our fellow employees and citizens of Collier County ( and the
environment).
1. Parking Deck. The new large parking deck (the one by the Courthouse) will be closed
each weekday at 10:00 PM. That means that no one will be able to get into the deck after 10:00
PM. The gates will come down and further vehicular traffic will be prohibited from entering.
You will still be able to get to your car and exit the structure. At midnight the majority oflights
in the facility will be turned off with the exception of the lighting in the elevators and the
stairwells which will be on 2417. The deck will reopen at 6:00 AM. On weekends, the deck will
be closed - there is plenty of on-grade parking near the buildings on Saturday and Sunday. The
savings from this program is estimated to be between $12,000 and $18,000 annually.
Additionally, we are encouraging our employees to park on Floors 5 and 6. This provides
additional security (via card access) for our employees and allows the public to park on the lower
floors. Of course from a distance perspective, there is no walking distance difference whether
you park on the second floor or the fifth floor if you take the elevators.
2. Air Conditioning. Over the past year, the County has reset most of its air conditioning
thermostats to 76 degrees with few exceptions. Over the next couple of months, staff will be
Attachment C
Executive Summary
FPL Master Agreement-PUn Energy Efficiency
Page Z of Z
readjusting these temperatures so that common areas like hallways and restrooms will
a higher temperature.
Agenda Item No. 16C2
May 13, 2008
Page 10 of 55
operate at
3. Water. The Main Government Complex is served by the City of Naples Water
Department. The Complex uses an average of 225,000 gallons of water per day, everyday of the
week (it is a 24n operation - remember the jail). In addition to high water usage, the rates
charged by the City of Naples just increased substantiallv. To combat this rate increase, the
County is currently constructing an irrigation quality water system that will reduce the use of
expensive potable water. The irrigation quality water will be used for outside irrigation and for
the chilled water plant (air conditioning). We are installing waterless urinals as money permits.
These units save 40,000 gallons of water each per year. Additionally, the new urinals are much
better than the first generation units which sometimes were associated with bad odors. Staff is
also developing a capital replacement plan for replacing old inefficient toilets with units that use
less water.
4. Paper Products and Green Cleaning. The County has converted to "green" cleaning.
What does this mean? First, all the products used in County facilities to clean the buildings are
now certified "green"; they are environmentally friendly. Secondly, they are safer for people.
The County has also changed to "green" paper products. This means that the paper towels (the
new brown ones) are recycled products. They are not as soft BUT do the job, are no more
expensive and are much more environmentally friendly. This is one of those examples where we
sacrifice for the betterment of mother earth. The TP is from recycled materials and is actually no
different in "softness" than regular, non-green TP.
5. Lights Off. When you leave or are gone from your desk for more than 15 minutes,
turn off your lights. This is especially important when you leave for the day. At night turn off
your equipment, such as your computer, monitors, label makers, card scanners, document
scanners and other equipment. If you put all these items on a power bar you have only one
switch to turn off and on when you leave and return.
6. Lights On. The older folks will remember something called an "incandescent light
bulb". Well, they will be a thing of the past by the year 2012 (in other countries by 2010). They
will be replaced by "compact fluorescent - high efficiency bulbs (CFL). They cost more upfront
but instead oflasting months, they last five years. County staff will be replacing the old Thomas
Edison bulbs with CFLs as they burn out. First it was the downfall of the eight-track tape player,
then Nehru jackets (with the peace medallion), the record player, the sometime soon - typewriter
and now the incandescent light bulb - all in the name of progress.
7. Please pass this on to those without access to computers.
If you have suggestions on how to save money, energy, or water, please send us an email at
skipcamp(lV,colliergov.net or damongonzales(lV,colliergov.net.
Thank you.
Page 1 of2
Agenda Item No. 16C2
May 13, 2008
Page 11 of 55
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16C2
Recommendation to approve a Master Agreement for Demand Side Management and
Energy Efficiency Services with Florida Power & Light Company (FP&L) for Public Utilities
Division participation in a guaranteed energy performance savings program at numerous
major facilities.
Meeting Date:
5/13/2008 9:00:00 AM
Prepared By
Karen B. Guliani, P .E.
Senior Project Manager
Date
Public Utilities
Public Utilities Engineering
1/9/20084;28;43 PM
Approved By
Karen B. Guliani, P.E.
Senior Project Manager
Date
PubliC Utilities
Public Utilities Engineering
1/31/200811 ;01 AM
Approved By
Donald Edwards
Operations Manager
Date
Public Utilities
Wastewater
1/31/20081 :07 PM
Approved By
G. George Yilmaz
WasteWater Director
Date
Public Utilities
WasteWater
2/4/2008 1 :51 PM
Approved By
Pamela Libby
Water Operations Manager
Date
Public Utilities
Water
2/5/2008 1 :43 PM
Approved By
Paul Mattausch
Water Director
Date
Public Utilities
Water
2/5/20083:32 PM
Approved By
Dianna Perryman
Contract Specialist
Date
Administrative Services
Purchasing
2/6/20089:19 AM
Approved By
Thomas Wides
Operations Director
Date
Public Utilities
Public Utilities Operations
2/8/20084:50 PM
Approved By
Jeffrey A. Walker, CPCU,
ARM
Risk Management Director
Date
Administrative Services
Risk Management
2/19/2008 9 :41 AM
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Page 20f2
Agenda Item No. 16C2
May 13, 2008
Page 12 of 55
Approved By
Scott R. Teach
Assistant County Attorney
Date
County Attorney
County Attorney Office
21191200810:48 AM
Approved By
Phil E. Gramatges, P .E.
Sr. Project Manager
Date
Public Utilities
Public Utilities Engineering
412312008 10:44 AM
Approved By
James W. DeLany
Public Utilities Administrator
Date
Public Utilities
Public Utilities Administration
4125120082:17 PM
Approved By
OMS Coordinator
OMS Coordinator
Date
County Manager's Office
Office of Management & Budget
412812008 10:23 AM
Approved By
Steve Carnell
Purchasing/General Svcs Director
Date
Administrative Sen/ices
Purchasing
4129120085:14 PM
Approved By
John A. Yonkosky
Director of the Office of Management
Date
County Manager's Office
Office of Management & Budget
51212008 1 :06 PM
Approved By
James V. Mudd
County Manager
Date
Board of County
Commissioners
County Manager's Office
SI512008 3:35 PM
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Agenda Ilem No. 16C2
May 13, 2008
Page 13 of 55
MASTER AGREEMENT
FOR
DEMAND SIDE MANAGEMENT AND ENERGY EFFICIENCY SERVICES
(STATE GOVERNMENTAL ENTITIES)
THIS MASTER AGREEMENT is made and entered into as of the_ day of ,2008 (the
"Effective Date"), by and between FPL Services, LLC, a Florida limited liability company, ("Company") license
No. QB25878, and The Board of County Commissioners of Collier County, Florida, ("Customer") as the governing
board of Collier County and as ex-officio the governing board of the Collier County Water-District. The County is a
political subdivision of Florida. The Water-Sewer District is a Special District per Chapter 2003-353, Laws of
Florida, a Special Act.
RECITALS
A. The Company is in the business of providing demand side management energy efficiency Services
for its customers pursuant to a Company initiated Program;
B. The Customer has agreed to participate in the Program by considering the furnishing and
upgrading of its facilities with energy efficient equipment and systems in order to achieve potential energy savings;
and
c. Pursuant to this Master Agreement, the Parties wish to set forth their understanding concerning
certain Services which may be provided by the Company to the Customer under the Program.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:
ARTICLE 1 - DEFINITIONS
1.1 Authorization Form means a form prepared by the Company for the pmpose of identifying the
Customer's options for proceeding with the evaluation, design or installation of specific ECO's identified at one or
more Service Locations. An Authorization Form shall accompany each of the following types of documents
prepared by the Company under this Master Agreement: Feasibility Study Proposals and Feasibility Reports.
1.2 Chamle means a request by the Customer that changes the Services, which may consist of
modifications or additions to, or deletions from, any Services to be performed or materials to be provided by the
Company arising under this Master Agreement.
1.3
and assigns.
Comoanv means FPL Services, LLC, a Florida limited liability company, including its successors
1.4 Confidential Information shall mean, subject to Chapter 119 and Chapter 286, Florida Statutes, all
information marked as "confidential" or "proprietary" by an appropriate stamp, label, legend or other written notice
thereon if transmitted electronically or other written form, and if disclosed orally by either the Company, then the
Company shall confirm the oral or visual disclosure that shall be considered Confidential Information in a written
memorandum or e-mail transmittal to the Customer within thirty (30) days after such visual or oral disclosure and
whether prepared by the Company or otherwise which is disclosed to the Customer or the Customer's agents in
connection with this Master Agreement and including all reports, analyses, notes or other information that are based
on, contain or reflect any such Confidential Information; however, Confidential Information shall not include the
following: (a) information which is or becomes publicly available other than as a result of a violation of this Master
Agreement; (b) information which is or becomes available on a non-confidential basis from a source which is not
known to the Customer (after due inquiry) to be prohibited from disclosing such information pursuant to a legal,
contractual or fiduciary obligation to the Company; or (c) information which the Customer can demonstrate was
legally in its possession prior to disclosure by the Company.
th) 2008, FPL Services, LLC, All Rights Reserved
Page 1 of 20
Rev. 04/18108
Agenda Item No. 16C2
May 13, 2008
Page 14 of 55
1.5 Customer means the Board of County Commissioners of Collier County, Florida, as the governing
board of Collier County and as ex-officio the governing board of the Collier County Water-District.
1.6 Delaved Payment Rate means a rate of interest equal to one-and-oneRhalf percent (}Ih%) per
month, which applies to unpaid Feasibility Study Price, Implementation Price and other amounts which the
Customer may become obligated to pay to the Company under the terms of this Master Agreement.
1.7 Demand Side Management means the installation of certain ECOs by the Company to support a
reduction in the demand for electric consumption as specified Service Locations.
1.8 Dispute means any dispute or disagreement that may arise between the Parties with respect to the
interpretation of any provision of this Master Agreement, the performance of either Party under this Master
Agreement, or any other matter that is in dispute between the Parties related to this Master Agreement.
1.9
Location.
ECO means an energy conservation opportunity identified by the Company at a specified Service
1.10 Enenry Efficiency Services means those ECOs installed at certain a Customer Service Location(s)
to support energy and operational efficiencies at said Service Location(s).
1.11 Feasibility Study means the Services performed by the Company, including the preparation of a
Feasibility Report, for the purpose of assisting the Customer in determining whether to proceed with Implementation
Services for the installation and construction of particular ECO's at specified Service Locations.
1.12 Feasibility Study Price means the compensation to be paid by the Customer to the Company for
conducting a Feasibility Study and issuing a Feasibility Report.
1.13 Feasibility Study Proposal means a written proposal within a Feasibility Study Authorization
Form as described in Article 3, prepared by the Company in consultation with the Customer specifying the particular
Services to be performed by the Company in conducting a Feasibility Study and preparing a Feasibility Report with
respect to ECO's identified at specified Service Locations.
1.l4
summanze the
Locations.
Feasibilitv Report means the written report which is issued by the Company to the Customer to
Company's findings based upon a Feasibility Study of particular ECO's at specified Service
1.15 Final Acceptance Date means the date on which any Punch List items for an ECO(s) is determined
by the Company and Customer as completed and stated as the effective date in the Notice afFinal Acceptance.
1.16 Force Maieure Event means an event, including but not limited to, acts of God, fire, flood,
windstorm, war, terrorism, sabotage, revolution, acts of any government or governmental agency, strikes or other
labor difficulty, insurrection, riot, strikes, telecommunications failures, that neither the Company nor the Customer
shall be considered to be in default in the performance of its obligations arising under this Master Agreement, except
obligations to make payments with respect to amounts already accrued, to the extent that performance of any such
obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of, and
not a result of the fault or negligence of, the affected Party.
1.17 Subcontractor means a third-party subcontractor who is retained by the Company to perform
installation or construction work at the Customer's Service Location(s) pursuant to a Customer-authorized
Implementation Services Authorization Form (as set forth in Section 4.1).
1.18 Implementation Price means the compensation to be paid by the Customer to the Company for
performing Implementation Services with respect to particular EeO's at specified Service Locations.
1.19 Implementation Services means the Services provided or proposed to be provided by the Company
to construct, install or othef\Vise implement one or more ECO's at specified Service Locations in accordance with
:hl2008, FPL Services, LLC, All Rights Reserved Page 2 of 20
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the terms of a Feasibility Report, which Services shall include, but not be limited to, (a) causing the procurement,
construction and installation of all materials, equipment and systems required to implement each ECO at a particular
Service Location, (b) providing and paying for all labor and support services necessary to perform such work, (c)
supplying to the Customer copies of any operation and maintenance manuals available from the manufacturers,
vendors and suppliers of equipment or systems comprising a part of any installed ECO, (d) providing on-site
training for a reasonable number of the Customer's designated operating personnel, if such training is reasonably
required or necessary for the proper operation and maintenance of any complex equipment or system comprising a
part of any installed EGO. and (e) arranging for the final inspection and check-out of each installed ECO.
1.20 Master Agreement means this Master Agreement for Demand Side Management and Energy
Efficiency Services, including any and all schedules and exhibits attached thereto, as may be amended from time to
time. The terms, conditions, representations, warranties and other provisions of this Master Agreement shall apply
by reference to each and every Feasibility Study Proposal, Feasibility Report, and any other written proposal,
document, notice or Authorization Form issued under the terms of this Master Agreement, as if such provisions were
set forth expressly therein.
1.21 Minor Deficiencies means, with respect to a particular ECO which has been determined by the
Company to be Substantially Complete, any construction, installation or other Implementation Services identified in
a Punch List which do not materially affect the ability of the ECO to properly operate and function in accordance
with its intended purpose pursuant to this Master Agreement and the terms and specifications contained in a
Customer-executed Implementation Services Authorization Form.
1.22 Notice of Substantial Completion means a written notice issued by the Company to notify the
Customer of the substantial completion of the installation of an ECO.
1.23
Agreement.
flrr!y means the Company or the Customer identified in the opening paragraph of this Master
1.24
Agreement
Parties means the Company and the Customer identified in the opening paragraph of this Master
1.25 Pavback Criteria means, with respect to an ECO, the number of years obtained by dividing (i) the
total estimated implementation cost of the ECO (including the costs incurred by the Company under this Master
Agreement, but excluding all financing costs associated with implementation of the EGO), by (ii) the estimated
savings to the Customer from the installed ECO, including energy savings, maintenance savings, avoided capital
costs, and other avoided costs as applicable. All such estimates shall be made by the Company, in its sole
professional judgment, and shall be binding upon the Customer for purposes of this Master Agreement.
1.26 Person means any individual or entity of any type, including, but not limited to, corporations,
partnerships, business trusts, associations, governmental agencies, political subdivisions, state, district, college,
university, board or other organization.
1.27 Program means the demand side management Services provided by the Company for its customers
pursuant to a Company-initiated program known as the Energy Efficiency Services Program.
1.28 Punch List means, with respect to a particular ECO, a list of Minor Deficiencies provided by the
Customer to the Company prior to the Customer's receipt and execution of a Notice of Substantial Completion.
1.29 Service Location means a facility legally owned or operated by the Customer at which the
Customer desires the Company to perform Services.
1.30 Services means the energy efficiency services provided by the Company to the Customer under
the Program and pursuant to the terms of this Master Agreement, including, but not limited to, the preparation of
Feasibility Proposals, Feasibility Studies and Implementation Services.
@2008, FPL Services, LLC, All Rights Reserved
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1.31 Substantial Completion or Substantiallv Complete means, with respect to a particular ECO, that
level of construction and implementation which renders the ECO operationat, regardless of whether the ECO has
one or more Minor Deficiencies, as determined within the reasonable exercise of the Company's professional
judgment.
1.32 Substantial Completion Date means the date or milestone set forth in a Feasibility Report that is
determined by the Company to be Substantially Complete.
1.33 Veodar means any vendor, manufacturer, or other representative of an Eca vendor, manufacturer,
or distributor utilized by the Company in providing Services in accordance with this Master Agreement.
ARTICLE 2 - SCOPE OF MASTER AGREEMENT AND TERM
2.1 Scone. Subject to the terms and conditions of this Master Agreement, the Company agrees to
furnish to the Customer, and the Customer agrees to purchase and receive from the Company, certain Services at the
Customer's specified Service Locations. The Parties shall agree upon the Services that the Company will furnish to
the Customer with respect to each Service Location and with respect to ECO's identified at particular Service
Location prior to the Company commencing work at any designated Service Location as set forth in an
Authorization Form which accompanies one or more Feasibility Study Proposals and Feasibility Reports, as set forth
in Articles 3 and 4 of this Master Agreement. Each of the various proposals, documents and forms referenced in this
Master Agreement shall adopt and incorporate the terms and conditions of this Master Agreement as if such terms
and conditions were expressly set forth within such proposals, documents and forms. Unless expressly stated in a
Change Order in accordance with Article 14 below, where the terms and conditions of any schedules or exhibits
thereto are inconsistent with the terms and conditions of this Master Agreement, the terms of this Master Agreement
shall govern the terms and conditions of the Service. In the event the terms and conditions of Change Orders
contlict, the most recently executed Change Order shall govern the terms and conditions of the Service.
2.2 Tenn. This Master Agreement shall commence upon the Effective Date and shall continue in
effect for a period of five (5) years. Upon mutual agreement of the Parties in an amendment signed by both Parties,
this Master Agreement may be extended for an additional twelve (12) month period or as otherwise agreed upon;
provided that upon such written notice of termination, portions of this Master Agreement shall remain in effect as set
forth in Articles 7 and 15.
ARTICLE 3- FEASIBILITY STUDY AND REPORT
3.1 Preparation of Feasibilitv Studv Authorization Form bv Company. The Company may prepare
and deliver to the Customer a Feasibility Study Authorization Form, which identifies any potential ECO's that the
Company believes, in its sole professional judgment, may provide appropriate justification to proceed with the
preparation of a Feasibility Study. Each Feasibility Study Proposal shall include a designation of the Services to be
provided, the technologies to be included in the proposed Feasibility Study and tile Feasibility Study Price. The
Feasibility Study AuthOlization Form is attached to this Master Agreement as Schedule A.
3.2 Authorization to Proceed with Feasibilitv Study. Unless otherwise mutually agreed to by the
Parties in writing, a Feasibility Study Authorization Form must be executed by the Customer and delivered to the
Company within ninety (90) days after the Customer's receipt of the Feasibility Study Authorization Form to
authorize the Company to proceed with the Feasibility Study. Upon the Company's timely receipt of a properly
completed Feasibility Study Authorization Form wherein the Customer requests a Feasibility Study for any or all of
the ECO's identified in the Feasibility Study Authorization Form, then the Company shall prepare and submit a
Feasibility Study to the Customer. If the Customer elects to not authorize a Feasibility Study, or if the Customer fails
to deliver to the Company an executed Feasibility Study Authorization Form within the ninety (90) day period
provided by this Section 3.2, the Company shall have no duty or obligation to conduct a Feasibility Study with
respect to any of the ECO's at the Service Locations identified in the Feasibility Study Authorization Form.
3.3 FeasibIlIty Report. Pursuant to a Customer-authorized Feasibility Study performed by the
Company in accordance with a Feasibility Study Authorization Form, the Company shall recommend ECO's for
ilJ 2008, FPL Services, LLC, All Rights Reserved Page 4 of 20
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implementation at any Service Locations surveyed based on a life-cycle cost analysis and estimated energy savings
for each ECO. The Company shall prepare and submit to the Customer a Feasibility Report specifying each
recommended ECO and providing for each an estimate of (a) the expected implementation cos~ (b) the anticipated
life-cycle cost savings, and (c) the estimated timing for implementation, all of which shall be estimates only, based
on the Company's reasonable assumptions. In the case of each ECG examined in a Feasibility Report, the Company
shall provide sufficient information to determine whether the Customer's Payback Criteria are expected to be met
based on the Company' s estimates.
3.4 Authorization to Proceed with Feasibility Report. Each Feasibility Report will include an
Implementation Services Authorization Form, as defined below in Section 4.1, which must be executed by the
Customer and delivered to the Company within sixty (60) days after the Customer's receipt of the Feasibility Report
to authorize the Company to proceed with the preparation of an implementation of the Feasibility Report in
accordance with Article 4. If the Customer timely delivers to the Company an executed Implementation Services
Authorization Form, the Company will proceed with preparing any implementation of the Feasibility Report
authorized by the Customer on the Implementation Services Authorization Form; provided. however, that if the
Customer elects to proceed with less than fifty percent (50%) of the recommended ECO's (as determined on an
estimated implementation cost basis) identified in a Feasibility Report, the Company shall have the ability to refuse
to proceed with preparation and implementation identified in a Feasibility Report for any ECO's that the Customer
elects to proceed. Each Implementation Services Authorization Form accompanying and referencing a Feasibility
Report will include an option allowing the Customer to defer payment of the Feasibility Study Price in accordance
with Section 3.5.3 if the Customer elects to proceed with additional Implementation Services.
3.5 Feasibilitv Studv Price and Pavment Terms.
3.5.1 Feasibility Studv Price. Except as otherwise provided in Section 3.5.3, the Customer
shall pay to the Company the Feasibility Study Price which is included in a Customer-executed Feasibility Study
Authorization Form for all Services performed by the Company in conducting a Customer-authorized Feasibility
Study and issuing a Feasibility Report. The Feasibility Study Price is the full compensation for the Services
performed by the Company in conducting a Company-authorized Feasibility Study and rendering a Feasibility
Report and includes all federal, state and local taxes, if any, assessed with respect to the Services or with respect to
the furnishing of any items under the Feasibility Study.
3.5.2 Pavment Uoon Failure to Authorize Additional Services. If the Customer elects to not
proceed with Implementation Services or fails to deliver to the Company a completed and executed Implementation
Services Authorization Form within ninety (90) days of the Customer's receipt of a Feasibility Report, the Company
shall have no duty or obligation to proceed with any Implementation Services with respect to the ECO's identified
in the Feasibility Report, and the Company shall provide an invoice to the Customer for the full Feasibility Study
Price determined in accordance with Section 3.5.1 and included in the Feasibility Study Authorization Form. The
Customer shall pay the total amount of the invoice in full within ninety (90) days following the Customer's receipt
of the invoice or as otherwise required to be in compliance with Section 218.70, Florida Statutes, otherwise known
as the Florida Prompt Payment Act.
3.5.3 Deferral Election. In the event the Customer elects to proceed with Implementation
Services for one or more ECQ's pursuant to Section 3.4, the Customer shall elect on the Implementation Services
Authorization Form accompanying and referencing a Feasibility Report to either (a) receive an invoice for the full
amount of the Feasibility Study Price, or (b) defer and roll-over payment of the Feasibility Study Price until such
time as compensation is payable to the Company pursuant to Article 4 for Implementation Services. If the Customer
elects to receive an invoice pursuant to clause (a) of this Section 3.5.3, or if the Customer fails to make an election
pursuant to the foregoing within ninety (90) days of receipt of the Feasibility Study Report, the Company shall issue
an invoice for the full amount of the Feasibility Study Price, and the Customer shall pay such amount within ninety
(90) days following receipt of the invoice.
3.5.4 Late Pavments. Any overdue payment under Article 3 shall bear interest at the Delayed
Payment Rate from the date such payment is due until and including the date of payment.
<02008, FPL Services, LLC, All Rights Reserved
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3.5.5 Release from Obligation to Pay Feasibility Study Price. Notwithstanding any provision in
Section 3.5. t to the contral)', the Customer shall have no obligation hereunder to pay the Company for a Feasibility
Study or Feasibility Report performed by the Company if (a) the Feasibility Report submitted by the Company does
not identify at least one potential ECO at a Customer Service Location specified in the Customer-executed
Feasibility Study Authorization Form which meets the agreed upon Payback Criteria as set forth in the Feasibility
Study Authorization Form, or (b) the Customer does not elect to proceed further with any recommended ECO as set
forth in Section 3.4.
3.5.6 Notice of Termination of Feasibility Study bv the Company. In the event the Company
determines, prior to submission of the Feasibility Report to the Customer, that the Company will not be able to
identify at least one potential ECO that meets the agreed upon Payback Criteria as set forth in the Feasibility Study
Authorization Form, then the Company, in its sole discretion, may elect by written notice to the Customer to
terminate its duties and obligations to complete and deliver the Feasibility Report, unless the Customer, within five
(5) days following receipt of such notice, elects in writing to waive the provisions of Section 3.5.5 and to pay to the
Company the Feasibility Study Price as otherwise set forth in Section 3.5.1.
ARTICLE 4-INSTALLATION AND IMPLEMENTATION
4.1 Authorization to Proceed with Implementation Services. Each Feasibility Report will be
referenced and incorporated into an Implementation Services Authorization Form which must be executed by the
Customer and delivered to the Company within ninety (90) days after the Customer's receipt of the Feasibility
Report to authorize the Company to proceed with the Implementation Services identified in the Feasibility Report. A
sample copy of an Implementation Services Authorization Form is attached to this Master Agreement as Schedule
~. If the Customer timely delivers to the Company an executed Implementation Services Authorization Form, the
Company will proceed with conducting the Implementation Services specified in the Feasibility Report. If the
Customer elects to not authorize the Implementation Services or if the Customer fails to deliver to the Company an
executed Implementation Services Authorization Form within the ninety (90) day period provided by this Section
4.1, the Company shall have no duty or obligation to perform any Implementation Services with respect to any of
the ECO's at the Service Locations identified in the Feasibility Report, and the Customer shall pay the Company for
the Feasibility Study prepared for such ECO.
4.2 Substantial Completion and Final Acceptance.
4.2.1 Inspections and Notice of Substantial Completion. During the performance of
Implementation Services under this Article 4, the Customer shall have the right to conduct reasonable inspections of
the work of the Company or any Subcontractor at any time upon reasonable prior notice. Upon Substantial
Completion of construction and installation of each ECa in accordance with a Customer-authorized Feasibility
Report, the Company shall deliver a Notice of Substantial Completion to the Customer. A sample copy of a Notice
of Substantial Completion is attached to this Master Agreement as Schedule C. The Customer shall have delivered a
list of any Punch List items and any potential material defect or deficiency prior to the Customer executing a Notice
of Substantial Completion.
4.2.2 Correction of Matelial Defects or Deficiencies. Prior to receiving a Notice of Substantial
Completion, the Customer agrees it has identified and delivered written notification to the Company any and all
potential material defect or deficiency in an ECa. Following such identification and receipt of any material defect
or deficiency, the Company shall determine in the reasonable exercise of its sole professional judgment whether the
alleged defect or deficiency is material. If the Company determines that a material defect or deficiency exists, then
the Company shall cause any necessary corrections to be made to remedy the material defect or deficiency. If for
any reason the Customer fails to deliver written notification to the Company of a material deficiency or defect in an
Eea following the Customer's receipt of a Notice of Substantial Completion, the Customer shall thereby be deemed
to have ilTevocably acknowledged and agreed that (a) each ECa meets the requirements of the Master Agreement
and the Customer-executed Implementation Services Authorization Form, and (b) each such ECa is complete and
ready for operation.
Ci 2008, FPL Services, LI.C, All Rights Reserved
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May 13, 2008
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4.2.3 Correction of Punch List Items. Prior to receiving a Notice of Substantial Completion,
the Customer agreed it has identified and delivered to the Company a Punch List which lists one or more Minor
Deficiencies in an EeO. Following such identification and receipt of a Punch List, the Company shall work
diligently to complete or correct such items and work listed in the Punch List within a reasonable time period. Upon
completion of any Punch List items, which the Company determines in the reasonable exercise of its professional
judgment are necessary or appropriate for completion of an ECO, the Company shall deliver a written notification of
Punch List completion to the Customer.
4.2.4 Pavment Unconditional Uoon Substantial Comoletion. The Customer acknowledges that,
notwithstanding the existence of any Minor Deficiencies, regardless of their inclusion in a Punch List, the Customer
unconditionally agrees to make payment to the Company for the ECO's listed in a Notice of Substantial Completion
once the ECO's are, or are deemed to be, Substantially Complete. The Customer acknowledges that, upon the
Substantial Completion Date of an ECO, the Customer's payment obligation of ninety percent (90%) of the
Implementation Price set forth in the Feasibility Report for the ECO (notwithstanding the existence of Minor
Deficiencies or the failure of the Company to properly complete or correct such Minor Deficiencies), is absolute,
unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including, without
limitation, any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other
right. The Customer's sole recourse for the Company's failure to complete any Minor Deficiencies identified in the
Punch List items in accordance with this Master Agreement is to seek its sole and exclusive remedy in accordance
with Article 5, Warranty.
4.2.5 Notice of Final Acceptance. Upon (i) the Customer's execution of the Notice of
Substantial Completion, and in accordance with the process set forth in Section 4.3.2 to correct any material defects
or deficiencies identified by the Customer, and (ii) the Company's completion of Minor Deficiencies identified in
Punch List as set forth in Sections 4.2.3 and 4.2.4, the Company shall deliver a Notice of Final Acceptance to the
Customer to execute. A sample of a Notice of Final Acceptance is attached to this Master Agreement as Schedule
;Q.. The Customer acknowledges that the Customer unconditionally agrees to make final payment to the Company
for the ECO's listed as of the Final Acceptance Date, or are deemed to be, complete in accordance with this Master
Agreement. The Customer acknowledges that, upon the Final Acceptance Date of an ECO, the Customer's payment
obligation of the remaining ten percent (10%) of the Implementation Price set forth in the Feasibility Report for the
ECO, is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever,
including, without limitation, any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission,
defense or other right. The Customer's exclusive recourse for any claim regarding the Implementation Services
following the Final Acceptance Date is to seek its sole and exclusive remedy in accordance with Article 5,
Warranty.
4.2.6 Reliance. The provisions of Article 4 may be relied on by the Company and by any
assignee of the Company in connection with the furnishing of ECO financing to the Customer in accordance with
the provisions of the Master Agreement. Any assignee of the Company shall be entitled to the rights, but not the
obligations, of the Company under this Article 4.
4.2.7 ECO Resoonsibility. Unless otherwise mutually agreed to by the Parties, the Company
assumes no responsibility for performance or maintenance of ECO's, which are to be insured by the Customer. No
Vendor is an agent of Company, and no Vendor or employee of any Vendor is authorized to waive, supplement or
othetwise alter any terms, conditions, or agreement between the Company and the Customer.
4.2.8 Training. If applicable, and if set forth in a Customer-authorized implementation of a
Feasibility Report pursuant to a Customer-authorized Implementation Services Authorization Form, the Company
shall provide on-site training for a reasonable number of the Customer's operating personnel with respect to
completed ECQ's, and the Customer shall assist in such training, all as more fully specified in the Feasibility Report.
Unless otherwise provided in the Feasibility Report, such training shall be conducted with respect to an ECG
following the Substantial Completion Date of the ECO.
4.3 Implementation Price and Pavment.
rD 2008, FPL Services, LLC, All Rights Reserved
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May 13, 2008
Page 20 of 55
4.3.1 Implementation Price. The Customer shall pay to the Company the Implementation Price
set forth in a Feasibility Report for all Implementation Services performed by the Company pursuant to a Customer
authorized Implementation Services Authorization Form. The Implementation Price is the full compensation for
such Implementation Services and includes all federal, state and local taxes, if any, including sales, use and excise
taxes, assessed with respect to the Implementation Services or with respect to the furnishing of equipment and
materials thereunder.
4.3.2 Implementation Price Payment. Within thirty (30) days following the Substantial
Completion Date or as otherwise set forth in the drew schedule attached to the Implementation Authorization Form,
the Company shall provide an invoice to the Customer for all or any portion of the Implementation Price, in
accordance with Section 4.2.5, together with any unpaid Feasibility Study Price for such ECO(s), and the Customer
shall be obligated to pay the total of such amounts within thirty (30) days following receipt of the inyoice or as
otherwise required to be in compliance with Section 218.70, Florida Statutes, otherwise known as the Florida
Prompt Payment Act. In the event the Master Agreement is terminated by either Party prior to the Substantial
Completion Date, all accrued and unpaid Feasibility Study Price and Implementation Price, including any unpaid
interest accrued upon such amounts, shall be paid by the Customer to the Company within thirty (30) days following
the Customer's receipt of an invoice therefor.
4.3.3 Late Payment Any overdue payment under Section 4.4 shall bear interest at the Delayed
Payment Rate from the date such payment is due until and including the date of payment.
4.4 Identification of Energy Savings. As applicable, the Company shall set forth appropriate systems
and procedures for measuring and verifying the actual energy savings resulting from the Implementation Services of
an ECO, which shall be set forth in an applicable Feasibility Report.
ARTICLE 5 - WARRANTY
5.1 General Warrantv. The Company warranto;; to the Customer that the Services performed by the
Company under this Master Agreement shall be performed with the degree of skill and care that is required by
current good and sound professional procedures and practices, and in conformance with generally accepted industry
standards prevailing at the time the Services are performed. The Company further warrants that all equipment and
materials provided and installed by the Company in connection with the implementation of any ECO hereunder shall
be new, be free from significant defects in design, engineering, materials, construction and workmanship, and
conform in all material respects with all requirements of applicable law, the final Design Documents applicable to
such ECO and all descriptions set forth therein, applicable engineering and construction codes and standards, and all
other requirements of this Master Agreement and of any applicable Customer-authorized Implementation Services
Authorization Form.
5.2 Warranty Period. The warranty period for the warranties set forth in Section 5.1 shall extend, with
respect to each installed ECO, for a period of one (I) year following the Substantial Completion Date for such ECO.
5.3 Remedies. The Customer shall promptly notify the Company in writing of the discovery during
the applicable warranty period of any claim against the Company's warranties under Section 5.1, including any
defects in the equipment or materials installed as part of an ECO. As the Customer's sole and exclusive remedy for
any such claim against the Company's warranties, the Company shall, at its own cost and expense, as soon as
reasonably possible following the Company's receipt of notice of any claim against any warranty or the Company's
otherwise obtaining knowledge of any claim of warranty, cause the repair (or as Company determines appropriate
the replacement, rework and/or retest) of defective equipment and construction workmanship and/or provide at the
Company's expense any changes, modifications or additions to the work which the Company determines necessary
due to a failure to perform any Services hereunder and furnish the equipment and materials in accordance with the
standards set forth in Section 5.1. All costs incidental to the Company's rework and testing thereof shall be borne
by the Company. The Company shall use reasonable efforts to perform such remedial actions and make any tests in
a timely manner and at such times so as to minimize disruption of normal operations at the Customer's Service
Location.
~ 2008, FPL Services, LLC, All RighLS Reserved
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Agenda Item No. 16C2
May 13, 2008
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5.4 Vendor Warranties. Without limiting the Company's warranty set forth in Section 5.1, the
Company, in procuring materials and equipment for an EeG, shall use reasonable efforts to obtain customary and
standard Vendor warranties from the supplier or Subcontractor for the benefit of the Company and the Customer.
The Customer shall be entitled to the benefit of any Vendor or Subcontractor warranties obtained which are better or
of longer duration than those provided by the Company hereunder. If any such warranties are for a period longer
than the Company's warranties, they shall be transferred to the Customer at the end of the Company's warranty
period hereunder.
5.5 Company Principally Responsible. Notwithstanding Section 5.4, the Company shall have primary
liability with respect to all Company warranties set forth in Section 5.1, including warranties with respect to
materials and equipment, whether or not any event or defect is also covered by a Vendor or Subcontractor warranty,
and the Customer need only look to the Company for corrective action pursuant to Section 5.3; provided that the
Company shall receive the benefit of any Vendor or Subcontractor warranties.
5.6 Warranty Exclusions. The liabilities and obligations of the Company under this Article 5 do not
extend to any repairs, adjustments, alterations, replacements or maintenance which were not prior approved in
writing by the Company or may be required as a result of wear and tear in the operation or use of an ECO, or as a
result of the Customer's failure to operate or maintain an ECO in accordance with the operating manuals or
instructions supplied by the Company, or in accordance with the training provided by the Company to Customer's
personnel.
5.7 NO IMPLIED WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 5,
THE COMPANY MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, CONCERNING
THE SERVICES OR ANY ECO, AND THE COMPANY DISCLAIMS ANY WARRANTY IMPLIED BY LAW,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AND IMPLIED WARRANTIES OF CUSTOM OR USAGE. UNLESS OTHERWISE EXPRESSLY
STATED IN A FEASIBILITY REPORT A ITACHED TO AN IMPLEMENTATION AUTHORIZATION FORM,
THE COMPANY MAKES NO WARRANTIES OR GUARANTEES OF ANY NATURE WHATSOEVER
CONCERNING THE ACTUAL REDUCTION IN THE CUSTOMER'S ENERGY USAGE AS A RESULT OF
THE INSTALLATION AND OPERATION OF ANY ECO, AND THE CUSTOMER ACKNOWLEDGES AND
AGREES THAT ANY ESTIMATED SAVINGS, ESTIMATED LOAD REDUCTIONS OR OTHER SIMILAR
PROJECTIONS SUPPLIED OR MADE BY THE COMPANY SHALL BE FOR INFORMATIONAL PURPOSES
ONLY AND SHALL NOT CONSTITUTE A WARRANfY OR GUARANTEE BY THE COMPANY OF THE
ACTUAL SAVINGS OR LOAD REDUCTION, IF ANY, WHICH MAY BE EXPERIENCED BY THE
CUSTOMER.
ARTICLE 6 - LIMITATION OF LIABILITY
6.1 No Operating or Maintenance Responsibilitv. Except as otherwise specifically provided in Article
5, the Company shall have no responsibility or liability with respect to any ECO after the Substantial Completion
Date thereof, and the Customer shall be solely responsible for the operation, maintenance and utilization of each
ECO after such date. Without limiting the generality of the foregoing, no payment obligation of the Customer
arising under this Master Agreement shall be affected by the actual performance of any ECO following the
Substantial Completion Date.
6.2 Consequential Damages. Neither Party shall be liable to the other Party for special, indirec~
consequential or punitive damages, even if the Party has been advised that such damages are possible. No Party
shall be liable for lost profits, lost revenue, or lost institutional operating savings.
6.3 A2e:ree:ate Liability. Except in cases where a court of competent jurisdiction has determined
willful misconduct on the part of the Company. the Company's total liability under this Master Agreement shall not
exceed the Feasibility Study Price or Implementation Price, as the case may be, for the Services that have given rise
to the Dispute.
to 2008, FPL Services. LLC, All Rights Reserved
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Page 22 of 55
6.4 Intent. Except in cases of willful misconduct, the Parties intend that the waivers and disclaimers
of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions
expressed throughout this Master Agreement shall apply to such person released or whose liability is waived,
disclaimed, limited, apportioned or fixed by such remedy provision and shall extend to such person's affiliates and to
its and their partners, shareholders, directors, officers, employees, contractors and agents. The Parties also intend
and agree that such provisions shall continue in full force and effect notwithstanding the termination, suspension,
cancellation or rescission of this Master Agreement. No officer, director, employee, agent or other individual
representative of either Party shall be personally responsible for any liability arising under this Master Agreement.
6.5 Remedies. Where remedies are expressly afforded by this Master Agreement with respect to the
Services provided by the Company, such remedies are intended by the Parties to be the sole and exclusive remedies
of the Customer for liabilities of the Company arising out of or in connection with the Services or this Master
Agreement, notwithstanding any remedy otherwise available at law or in equity.
ARTICLE 7 - ACCESS AND INFORMATION
7.1 Customer Cooperation. The Customer shall use reasonable efforts to assist the Company in
performing the Services contemplated by this Master Agreement, including providing reasonable access to the
Customer's Service Location(s), providing information concerning the Service Location(s), making appropriate
Customer personnel available if requested by the Company to assist the Company in performing such Services, and
taking any other actions the Company may reasonably request from time to time to achieve the purposes and intent
of this Master Agreement.
7.2 Access to Service Locations. Upon the request of the Company, the Customer shall provide the
Company and its Subcontractors with reasonable access to the Service Location(s) to enable the Company to
perform all Services hereunder and to verify and confirm the operation of any installed ECO following the
Substantial Completion Date. The Company also shall have access to the Service Location(s) during the warranty
period specified in Article 5 for purposes of performing its obligations thereunder. The Customer shall provide the
Company with adequate storage and laydown areas at the Service Location(s), as applicable, during the installation
of ECO's and shall make available any construction power and other utilities required by the Company and its
Subcontractors to perform the Services. The Company and its Subcontractors shall observe all of the Customer's
safety and security procedures at the Service Location(s), to the extent made known to the Company, and shall not
unreasonably disturb or interrupt the Customer's operations at such location(s). The Company will provide an
implementation schedule to the Customer in advance of the start of construction to identify potential scheduling
conflicts at which time the implementation schedule will be adjusted to accommodate the Customers operation.
7.3 Requests for Information. The Customer shall promptly comply with all reasonable requests by
the Company for information concerning the Service Location(s), as required by the Company to perform the
Services, and information to enable the Company to determine the actual energy savings and load reduction
achieved at the Service Location(s) as a result of ECO implementation. The Customer also shall provide the
Company with any information and other assistance reasonably required to verify to the Florida Public Service
Commission the demand and energy savings achieved and the related costs thereof. The Customer agrees that the
Company may disclose such information obtained by the Company or provided by the Customer pursuant to this
Master Agreement or any supplemental Master Agreement to the Florida Public Service Commission and to any
other public authority having jurisdiction.
7.4 Nondisclosure and Use of Confidential Information. Confidential Information shall not be used
for any purpose other than to analyze, implement or complete the Program. Confidential Information shall be held
in strict confidence by the Customer and its agents and shall not be disclosed without prior written consent of the
Company, except to the Customer's employees with a need to know the Confidential Information for the purpose of
performing work related to the Program unless disclosure is otherwise required under Chapter 119, Florida Statutes.
The Customer shall require all of its agents receiving the Confidential Information to be bound by the terms of
Sections 7.1 through 7.7 of this Master Agreement. The Customer shall be responsible for any material breach of
this Master Agreement by Customer or its agents.
rO 2008, FPL Services, LLC, All Rights Reserved
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Page 23 of 55
7.5 Required Disclosure. In the event that the Customer is requested or required by legal or regulatory
authority to disclose any Confidential Information, the Customer shan promptly notify the Company of such request
or requirement prior to disclosure so that the Company may seek an appropriate protective order and/or waive
compliance with the terms of this Master Agreement. In the event that a protective order or other remedy is not
obtained, or the Company waives compliance with the provisions hereof, the Customer agrees to furnish only that
portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent
with the scope of the subpoena or demand, and to exercise reasonable efforts to obtain assurance that confidential
treatment will be accorded such Confidential Information. Notwithstanding anything to the contrary, the Parties and
their agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of
the Program and all materials of any kind (including opinions or other tax analyses) that are provided to either Party
relating to the tax treatment and tax structure of the Program.
7.6 Disclosure to Third Party Lender. The Customer hereby acknowledges and agrees that the
Company may disclose financial information that has been provided by the Customer to the Company for the
purpose of assisting the Customer in obtaining financing for Implementation Services that would be provided under
this Master Agreement.
7.7 Survival. Notwithstanding anything to the contrary, the obligations of the Parties under Sections
7.t through 7.7 shall survive the termination of this Master Agreement.
ARTICLE 8 - DOCUMENTS AND DATA
8.1 Ownership Rights. Any Feasibility Study, Feasibility Report or other report or document
furnished or to be furnished by the Company pursuant to this Master Agreement constitute Confidential Information
and shall remain the sole and exclusive property of the Company and may only be used by the Customer through the
grant of a limited license for the operation, maintenance, repair or alteration of any ECO installed by the Company.
The Customer shall not acquire any rights or interest with respect to the Company's or its Subcontractors'
proprietary technology, know-how, processes or computer software or any other intellectual property that may be
used in connection with the Services or the supply of equipment and materials hereunder. The Customer
acknowledges that the Company provides Services to other companies and agrees that nothing in this Master
Agreement will be deemed or construed to prevent the Company from carrying on such business. In particular, the
Customer agrees that, notwithstanding anything to the contrary set forth herein, as part of the Company's provision
of the Services hereunder, the Company may utilize software, methodologies, tools, specifications, models, samples
and documentation, the Company's Confidential Information, as well as copyrights, trademarks, service marks,
ideas, concepts, know~how, techniques, knowledge or data, which have been originated, developed or purchased by
the Company or by third parties under agreements to provide services for such third parties.
8.2 No Use of Documents After Termination. If any Feasibility Study, Feasibility Report or other
document prepared by the Company under this Master Agreement is terminated, in whole or in part, by the
Customer prior to completion of the installation of any ECO, or the Customer chooses not to proceed with the
implementation of an ECO as set forth herein, then the Customer shall not be entitled to use any such document for
any purpose whatsoever, and the Customer shall, to the fullest extent permitted by applicable law, be obligated to
indemnify, defend and hold harmless the Company and its Subcontractors with respect to all claims, actions,
liabilities and costs (including attorneys' fees and costs of litigation) arising out of any unauthorized use by the
Customer.
ARTICLE 9 - INSURANCE
9.1 Insurance to Be Maintained bv the Company. At any time that the Company is performing
Services under this Master Agreement at any Customer Service Location, the Company shall keep and maintain,
with insurers of recognized responsibility, the following insurance, which shall include the coverages and limits set
forth below:
by law;
9.1.1 Worker's Compensation Insurance covering all of the Company's employees as required
rg 2008, FPL Services, LLC, All Rights Reserved
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9.1.2 Commercial General Liability Insurance, including contractual liability, premises and
operations, broad-form property damage, products/completed operations, independent contractor, and personal
injury coverages, with a limit of not less than $1,000,000 for each occurrence, combined single limit; and
9.1.3 Commercial Automobile Liability Insurance, including coverage for liability arising out
of the use of owned, non-o\Vlled, leased or hired automobiles, for both bodily injury and property damage in
accordance with state legal requirements, having not less than $1,000,000 combined single limit per occurrence.
Anything to the contrary notwithstanding, the Company may self insure any requirement of this Section 9.1.
9.2 Customer Insurance. During and throughout the term of this Master Agreement and until all
amounts payable to the Company pursuant to this Master Agreement are paid in full, the Customer shall maintain, as
of the date of installation of each ECO, (i) comprehensive property insurance, including all risk physical damage
insurance, on each ECO with replacement cost coverage; and (ii) comprehensive liability insurance for bodily
injury, death, and property damage in the amount of $t,OOO,OOO with coverage in excess of the $tOO,OOO or
$200,000 waiver of sovereign immunity provided for in Section 768.28(5), Florida Statutes, but aM the indemnity
obligation of Customer shall not extend beyond the statutory limitations set forth in Section 768.28, Florida Statutes.
The Company and its assignees shall be named as additional insureds and as loss payees, as their interests appear
under this Master Agreement, and each policy shall be endorsed to be primary to any insurance maintained by the
Company. The Customer shall provide the Company and its assignees with insurance certificates which provide
evidence of the insurance coverage under this Master Agreement, in form and substance reasonably satisfactory to
the Company and its assignees. Such certificates shall provide at least twenty (20) days prior written notice of
cancellation or material change, with the exception of ten (10) days for nonpayment of premiums, to each additional
insured and loss payee named therein. The Customer shall have the right at to self-insure any obligations in
connection with its performance under the Master Agreement, provided the Customer provides the Company with
documentation to the Company's satisfaction to demonstrate the Customer's ability to fulfill its obligations for loss or damage up
to the amount of insurance required under this Section 9.2.
ARTICLE 10 - INDEMNIFICATION
10.1 Indemnity Obligations. The Company shall hold the Customer, its officers, agents, and employees
harmless against claims by third parties for bodily injury (including death) and tangible personal property damage
resulting solely and exclusively from the Company's negligence. The Company shall not be responsible for
damages whether resulting in whole or in part from the Customer's negligence. To the fullest extent permitted by
law, in accordance with and limited by Section 768.28, Florida Statutes, Customer shall hold harmless, indemnify
and defend the Company against all liability, claims, judgments or costs for injury to, or death of any person or
persons, for the loss or damage to any property, and for the imposition of any penalties, fines or other assessments
by any governmental agency arising out of the use, ownership of each and any Service Location, operation or
performance of the terms of this Master Agreement., and resulting from any negligence or failure to act by Customer,
or any of its employees, agents, representatives or those in it~ care and custody.
10.2 EmoJovee Claims. In any and all claims against a Party, its affiliates or contractors and their
respective directors, partners, shareholders, officers, agents and employees (collectively, the "Indemnitee") by an
cmptoyee of the other Party (the "Indemnitor") or of anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable, the indemnification obligations stated in Section 10.1 shall not be
limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for
the indemnifying Party under any applicable worker's compensation law, disability law, or other employee benefit
law, except that the limitations set forth in Section 768.28, Florida Statues, shall apply.
10.3 Defense of Claims. An Indemnitor shall have the right to defend an Indemnitee by counsel
(including insurance counsel) of Indemnitor's selection reasonably satisfactory to the Indemnitee, with respect to
any claims within the indemnification obligations hereof. The Parties shall give each other prompt written notice of
any asserted claims or actions indemnified against hereunder and shall cooperate with each other in the defense of
any such claims or actions. No Indemnitee shall settle any such claims or actions without prior written consent of
the Indemnitor.
~ 2008, FPL Services, LLC, All Rights Reserved
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10.4 Payment. In the event that either Party is required to make an indemnity payment under this
Article 10, such Party shall promptly pay the Indemnitee the amount so determined. The amount owing to the
Indemnitee shall be the amount of such Indemnitee's actual out-of-pocket loss or expense, net of any insurance or
other recovery paid to such Indemnitee and as otherwise limited by law and as specified in this Article 10. If there
should be a dispute as to the amount or manner of determination of any indemnity obligation, the Indemnitor shall
nevertheless pay when due such portion, if any, of the obligation as is not subject to dispute. Upon the payment in
full of any claim, the Indemnitor making payment shall be subrogated to the rights of the Indemnitee against any
person with respect to the subject matter of such claim.
10.5 Survival. The obligations of the respective Parties under this Article to shall survive the
termination of this Master Agreement with respect to any claims or liability arising prior to such termination.
ARTICLE 11- HAZARDOUS MATERIALS
The Customer shall have sole responsibility and liability with respect to the proper identification, removat
and disposal of any hazardous materials (e.g., asbestos) or correction of any hazardous condition at a Service
Location which affects the Company's performance of the Services under this Master Agreement. If, during the
course of performing the Services, the Company becomes aware of any such hazardous materials or hazardous
condition, the Company shall promptly report such matter to the Customer and before disturbing (or further
disturbing) such materials or condition. Work in the affected areas shall be resumed by the Company only upon the
written notice from the Customer that such materials have been removed or such condition has been corrected, and
then only if such continuation of work shall not violate any applicable law or permit. The Customer shall
indemnify, defend and hold harmless the Company and its Subcontractors with respect to any liability, cost or
expense of whatever nature incurred as a result of any such hazardous materials or hazardous condition.
ARTICLE 12 - TITLE. RISK OF LOSS. SECURITY INTEREST AND TAXES
12.1 Passage of Title. Subject to the provisions of Section 12.2, legal title to each installed ECO,
including all equipment and materials comprising a part thereof, shall pass to the Customer upon the Substantial
Completion Date for the ECO. Notwithstanding the foregoing, the Customer shall bear all risk of loss or damage of
any kind with respect to all or any part of an ECO located at a Service Location, whether installed or not, and the
Customer shall indemnify and pay the Company for the repair or replacement of any ECO or component thereof
stolen, lost, destroyed or damaged at a Service Location, unless such loss or damage is directly caused by the
Company or an Subcontractor retained by the Company. Loss or damage to an ECO directly caused by the
Company or its Subcontractor shall be the responsibility of the Company. Each of the Parties' hereby releases and
waives, and will cause its insurers to release and waive, any right of subrogation against the Party.
t2.2 Security Interest. (a) Notwithstanding the provisions of Section 12.1, following the Substantial
Completion Date and passage of title to the Customer, the Company or its assignee shall have a purchase money
security interest (to the extent permitted by law) in each installed Eeo and the components thereof to secure the
compensation payable to the Company under the Master Agreement until paid in full. The Customer agrees (to the
extent permitted by law) to execute and deliver all documents requested by the Company or its assignee to protect
and maintain such purchase money security interest. (b) In addition to the purchase money security interest rights
described in (a) above, as security for the prompt, complete, and faithful performance when due of each obligation
of the Customer under this Master Agreement, the Customer hereby grants to the Company a security interest in and
to all of the right, title, and interest of the Customer in and to (I) any and all ECO's furnished and/or installed by the
Company under this Master Agreement (including ECO's listed in any schedules, exhibits, change orders, and
appendices hereto), and all accessions, accessories, parts, additions and attachments now or hereafter attached
thereto or used in connection with such ECO's, whether now or in the future owned by the Customer; (2) all
replacements of any such ECO's described in subsection (1) above, whether now or in the future owned by the
Customer; and (3) all products and proceeds of any of the foregoing ECO's described in (1) and (2) above ((1)
through (3), collectively the "Collateral"). The Customer grants to the Company all of the rights of a secured party
under applicable law, including but not limited to tlle applicable provisions of the Uniform Commercial Code as in
effect from time to time. The Customer agrees (to the extent permitted by law) to execute and deliver all documents
requested by the Company or its assignee to protect and maintain such security interest, and to provide any other
~. 2008, FPL Services, LLC, All Rights Reserved
Page t3 of 20
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Agenda Item No. 16C2
May 13, 2008
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information required by part 5 of Article 9 of the Uniform Commercial Code of the State of Florida, or such other
jurisdiction, for the sufficiency of filing office acceptance of any financing statement or amendment. The Customer
hereby irrevocably authorizes the Company at any time and from time to time to file in any filing office in any
Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that indicate the
Collateral.
12.3 Warranty of Title. Except as set forth in Section 12.2, the Company warrants good title to all
ECO's and components thereof furnished or installed by the Company or its Subcontractors, and the Company
warrants that title to such ECO's and components shall pass to and vest in the Customer as set forth in Section 12.1
free and clear of all liens, claims, charges, security interests, encumbrances and rights of other parties arising as a
result of the actions or failure to act of the Company, its Subcontractors, or their employees.
12.4 Taxes. The Customer agrees to pay any taxes and assessments, whether real or personal, which
are now or hereafter imposed or assessed by any governmental authority, whether it be federal, state or local, with
respect to the installation, delivery, sale, use, operation or maintenance of the ECO's, and to make all filings in
respect of any such taxes and assessments. The Company shall have no obligation or liability with respect to any
property tax nor with respect to any income, excess profits, or revenue tax charged or levied against the Customer as
a result of this Master Agreement. The Company shall pay any sales and use taxes imposed on the ECO's prior to
the Company's delivery or installation of the ECO's, as required by applicable law, subject to any sates and use tax
exemptions available to the Company and the Customer. The Company will coordinate with the Customer to in an
effort to mitigate applicable sales tax associated with that the procurement equipment under this Master Agreement.
ARTICLE 13 - FORCE MAJEURE
If a Party is prevented or delayed in the performance of any such obligation by a Force Majeure Event,
such Party shall immediately provide notice to the other Party of the circumstances preventing or delaying
performance and the expected duration thereof. Such notice shall be confirmed in writing as soon as reasonably
possible. The Party so affected by a Force Majeure Event shall endeavor, to the extent reasonable, to remove the
obstacles which prevent performance and shall resume petfonnance of its obligations as soon as reasonably
practicable. Notwithstanding the foregoing, the occurrence of a Force Majeure Event shall not relieve the Customer
is payment obligations set forth in Article 3, Feasibility Study and Report and Article 4, Installation and
Implementation.
ARTICLE 14 - CHANGES
Upon receiving such a request, the Company may at its sole option prepare and deliver a proposed written
order pursuant to this Article 14 signed by the Company and the Customer authorizing a Change ("Change Order")
to the Customer listing the price of the Changes. If the Customer fails to return an executed Change Order, a sample
copy of which is attached to this Master Agreement as Schedule E. the Company shall have no obligation to
complete the Changes. Notwithstanding the foregoing, the Parties may agree to use an alternative form of a Change
Order. A Change also may result from any failure of the Customer, or its representatives or agents, to fulfill its
obligations hereunder, which failure materially adversely affects the Company's cost, schedule or performance
under this Master Agreement. Should any Change cause a material increase or decrease in the cost of or time
required for the Company's performance, or otherwise affect any provision of this Master Agreement, the Company
may propose an appropriate adjustment. The Company shall not be obligated to proceed with or perform any
Change requested by the Customer hereunder until the Parties have agreed in \\rriting upon any such adjustments
resulting from the Change. Except to the extent a Change specifically results in an amendment or adjustment to one
or more provisions of this Master Agreement, all provisions of this Master Agreement shall apply to all Change
Orders and no Change shall be implied as a result of any other Change. No Change Order shall be effective unless
such Change Order is executed by a duly authorized person for the Company and the following person with the
corresponding title for the Customer:
(a) Change equal to 10% of the Implementation Price of an applicable Implementation Services
Authorization Form, but not greater than $100.000.00:
({d 2008, FPL Services, LLC, All Rights Reserved
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(i) Customer project manager identified in the Implementation Services Authorization Form;
(ii) Customer contract specialist; and
(iii) Customer project manager's director.
(b) Change equal to 10% of the Implementation Price of an applicable Implementation Services
Authorization Form, but greater than $100,000.00:
(i) Customer project manager identified in the Implementation Services Authorization Form;
(ii) Customer contract specialist;
(Hi) Customer project manager's director; and
(iv) Customer project manager's division administrator.
(c) Change greater than 10% of the Implementation Price of an applicable Implementation Services
Authorization Form:
(i) Customer project manager identified in the Implementation Services Authorization Form;
(ii) Customer contract specialist;
(iii) Customer project manager's director;
(iv) Customer project manager's division administrator;
(v) Office of the County Attorney; and
(vi) The Board of County Commissioners.
Notwithstanding the foregoing, the Parties may mutually agree in a written amendment to this Master Agreement
signed by both Parties to modify those persons which are authorized to execute Change Orders.
ARTICLE IS-TERMINATION AND DEFAULT
15.1 Termination for Convenience. Either Party may terminate this Master Agreement, in its sole
discretion, at any time, without further liability, upon ten (10) days prior written notice to the other Party; orovided.
however. that such termination shall not apply with respect to any Services or work of the Company previously
ordered by the Customer under an Authorization Form executed by the Customer on or prior to the termination date.
With respect to any such previously ordered Services or work, including any previously implemented ECO or ECO
under implementation, this Master Agreement and the applicable Customer-authorized proposals, shall remain in
full force and effect in accordance with their terms, unless both Parties specifically agree in writing to the contrary.
152 Termination for Cause.
t5.2.I Termination bv Either Party for Default. A Party shall have the right to terminate this Master
Agreement or a Customer-authorized Implementation Services Authorization Form for cause if: (a) any proceeding
is instituted against a Party seeking to adjudicate such Party as bankrupt or insolvent, or if such Party makes a
general assignment for the benefit of its creditors, or if a receiver is appointed on account of the insolvency of such
Party, or if a Party files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding up or composition or readjustment of debts and, in the case of any such proceeding
instituted against such Party (but not by such Party) such proceeding is not dismissed within sixty (60) days of such
filing; (b) the Customer fails to perform any payment obligation under this Master Agreement and fails to cure such
to 2008, FPL Services, LLC, All Rights Reserved Page 15 of 20
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Page 28 of 55
obligation within thirty (30) days written notice from the Company or as otherwise required to be in compliance
with Section 218.70, Florida Statutes, otherwise known as the Florida Prompt Payment Act; or (c) a Party
substantially fails to perform any non-payment obligation under this Master Agreement and fails to cure or
commence and diligently proceed to cure such obligation within thirty (30) days written notice from the other Party.
Subject to Article 6, in the case of such a termination by a Party, to the extent that the reasonable and necessary
costs of completing any Services previously ordered by the non-defaulting Party under this Master Agreement,
including compensation for obtaining a replacement contractor or for obtaining additional professional services
required as a consequence of the defaulting Party's breach, exceed those costs which would have been payable to the
defaulting Party but for the defaulting Party's breach, the defaulting Party shall pay the difference to the non-
defaulting Party. The Customer shall pay the Company an amount (to the extent not already paid) equal to the sum
of all of the Company's reasonable costs incurred in petforming the Services up to the termination date, including all
costs incurred with respect to any Subcontractors; provided that the Company makes available to the Customer all of
the work product, equipment and materials produced or obtained by the Company in performing such Services
(except any and all intellectual property of the Company or third parties).
15.2.2 Payment. All amounts payable by either Party pursuant to Sections 15.1 and 15.2 shall be due
within thirty (30) days following the submission by the other Party of an invoice therefor, which invoice shall
include in reasonable detail an itemization of costs with respect to any amounts measured on the basis of
reimbursable costs. Reimbursable costs also shall be subject to audit by the other Party, at the other Party's expense
upon reasonable advance notice; provided that such audit shall be completed within sixty (60) days following the
submission of the invoice. Amounts not paid by either Party to the other when due hereunder shall bear interest,
from the date payment was due to and including the date of payment at the Delayed Payment Rate.
ARTICLE 16 - DISPUTES
16.1 No Set-Off. Anything to the contrary notwithstanding, all payments under this Master Agreement
shall be made without set-off or deduction. Any payment not made by the date required by the Master Agreement
shall bear interest from the date on which such payment was due and payable through and including the date such
payment is actually received at the Delayed Payment Rate. If, as a result of a Dispute settled in favor of Customer, a
refund is owed to Customer, then the amount of the oveIlJayment shall bear interest from the date on which such
payment was received by the Company through and including the date that the overpayment is refunded by the
Company at an annual rate equal to the Delayed Payment Rate.
16.2 Pendency of Dispute. The existence of any Dispute, controversy or claim under this Master
Agreement, or the pendency of the Dispute settlement or resolution procedures set forth in this Master Agreement,
shall not in and of themselves relieve or excuse either Party from its ongoing duties and obligations hereunder or
thereunder.
16.3 Alternative Dispute Resolution Process. Upon the written request of either Party, the Parties
will meet for the purpose of resolving such Dispute. The Parties agree to discuss the problem and negotiate in good
faith to attempt to resolve the Dispute. No formal proceedings may be commenced until either Party concludes in
good faith that resolution of the Dispute through continued informal negotiations does not appear likely. Disputes
that cannot be settled to in a manner described via infornml discussions may be settled, but shall not be obligated to,
mutually agree to non-binding mediation. Mediation must occur within twenty (20) business days after the Parties
agree to submit the dispute to mediation, and the duration of the mediation shall be limited to one (1) business day.
The Parties shall mutually select an independent mediator experienced in commercial information system contract
disputes, and each Party shall designate a representativc(s) to meet \\'ith the mediator in good faith in an effort to
resolve the Dispute. The specific format of the mediation shall be left to the discretion of the mediator and the
designated Party representatives.
ARTICLE 17 - ASSIGNMENT
17.1 Master Agreement BindimL This Master Agreement and each Customer~authorized Feasibility
Study and implementation of a Feasibility Report pursuant to a Customer.authorized Implementation Services
tJ 2008, FPL Services, LLC. All Rights Reserved
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Authorization Form entered into by the Parties shall be binding upon, and shall inure to the benefit of, the Parties
and their successors and permitted assigns.
17.2 Permitted Assilrnment. (a) The Customer may not assign this Master Agreement without the prior
written consent of the Company. No such assignment by the Customer or consent by the Company to the
Customer's assignment shall release the Customer of any of its obligations under this Master Agreement or any
associated supplements or Schedules. (b) The Company may, without notice to the Customer, assign this Master
Agreement, any supplements, or Schedules, and any of the Company's rights hereunder or thereunder.
Notwithstanding such assignment, the Company shall remain liable and responsible to the Customer for all of the
Company's obligations and other performance requirements set forth in this Master Agreement and all exhibits,
appendices, Schedules, supplements, and attachments hereto. No assignee shall be responsible for any obligations
of the Company unless and until the Customer receives express written notice from such assignee which expressly
states that such assignee has assumed the obligations of the Company, and assumption of any of the Company's
obligations shall not bind any other assignee unless such assignee also expressly assumes such obligations in a
written notice issued to the Customer. Any assignee shall have the right (but not the obligation) to cure any default
or breach by the Company of its obligations to the Customer in accordance with the terms of this Master Agreement.
No curing of any defaults or breaches by any assignee shall be construed as an assumption by any assignee of any of
the obligations, covenants, or Master Agreements of the Company. (c) Any assignment which does not comply with
the provisions of this Section 17.2 shall be null and void.
17.3 No Third Party Beneficiaries. Except as otherwise expressly provided herein, this Master
Agreement nor any term or provision or obligation arising hereof or hereunder, shall be construed as being for the
benefit of any Party not a signatory hereto.
17.4 Timing of Receiot. Notices sent by mail shall be given as of four (4) business days after the date
of the postmark, and notices delivered by overnight courier shall be deemed received on the date when left at the
address of the recipient. Notices sent by fax shall be effective the date faxed, if a business day, or the following
business day otherwise.
ARTICLE 18 - GENERAL PROVISIONS
18.1 Entire Master Agreement. This Master Agreement, including the Schedules attached hereto and
any exhibits attached thereto, sets forth the full and complete understanding of the Parties relating to the subject
matter hereof a<; of the Effective Date, and supersedes any and all negotiations, agreements and representations
made or dated prior hereto with respect to the subject matter of this Master Agreement. Any actions or Services
described in this Master Agreement which were performed or implemented by the Parties prior to the Effective Date
shall for all purposes be deemed to have been performed under this Master Agreement.
18.2 Amendments. No change, amendment or modification of this Master Agreement or Schedule or
exhibits thereto shall be valid or binding upon the Parties unless such change, amendment or modification shall be in
writing and duly executed by both Parties.
18.3 Status of the Parties. The Company and its Subcontractors shall be iudependent contractors with
respect to the SeJVices performed hereunder irrespective of whether such Subcontractors are approved by the
Customer, and neither the Company nor its Subcontractors, nor the employees of either, shall be deemed to be the
employees, representatives or agents of the Customer. Nothing in this Master Agreement shall be construed as
inconsistent with the foregoing independent contractor status or relationship, or as creating or implying any
partnership, joint venture, trust or other relationship between the Company and the Customer.
18.4 Customer & Company. The Parties hereby represents and warrants to the other Party that (i) the
execution and delivery by a Party of this Master Agreement and the performance of its obligations hereunder have
been duly authorized by all requisite actions and proceedings; are not inconsistent with and do not and will not
contravene any provisions of a Party's organizational documents or any applicable law, rule or regulation; have been
approved by all necessary persons or entities; and do not and will not conflict with or cause any breach or default
under any agreement or instrument to which a Party is a party or by which it or any of its properties is bound; and
02008, FPL Services, LLC, All Rights Reserved
Page 17 of20
Rev. 04118/08
Agenda Item No. 16C2
May 13, 2008
Page 30 of 55
(ii) this Master Agreement has been duly executed and delivered by the Parties and constitutes the valid and legally
binding obligation of each Party, enforceable against the other Party in accordance with its terms, except to the
extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws and subject to general equitable principles.
18.5 Draftine Interoretations and Costs. Preparation and negotiation of this Master Agreement has
been a joint effort of the Parties and the resulting document shall not be construed more severely against one of the
Parties than against the other. Each Party shall be responsible for its own costs, including legal fees, incurred in
negotiating and finalizing this Master Agreement.
18.6 Caotions. The captions contained in this Master Agreement are for convenience and reference
only and in no way define, describe, extend or limit the scope or intent of such document or the intent of any
provision contained therein.
18.7 SeverabihtviDlvislble Contracts. (a) The invalidity of one or more phrases, sentences, clauses,
Sections or Articles contained in this Master Agreement shall not affect the validity of the remaining portions
thereof so long as the material purposes of such document can be determined and effectuated. (b) Each Customer-
authorized proposal for Services under this Master Agreement shall constitute a separate and divisible contract
which the Company may assign to one or more assignees, in whole or in part, and each and every such assignee of
the Company shall be entitled to the benefit" and rights of the Company under this Master Agreement, and shall be
entitled to exercise the rights of the Company under this Master Agreement. No assignee shall be responsible for
any obligations of the Company except as expressly assumed in writing by such assignee in accordance with the
terms and conditions of Section 17.2.
18.8 Further Assurances. The Company and the Customer each agree to do such other and further acts
and things, and to execute and deliver such additional instruments and documents, as either Party may reasonably
request from time to time whether at or after the execution of this Master Agreement, in furtherance of the express
provisions of this Master Agreement.
18.9 Applicable Law and Venue. This Master Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of Florida, exclusive of conflicts of laws provisions. Any disputes resulting
in litigation between the Parties shall be conducted in the state or federal courts of the State of Florida. Any suit or
action brought by either party to this Agreement against the other party relating to or arising out of this Agreement
must be brought in the appropriate federal or state courts in Collier County or Broward County, Florida, which
courts have sole and exclusive jurisdiction on all such matters.
18.10 Counterparts. This Master Agreement may be signed in any number of counterparts and each
counterpart shall represent a fully executed original as if signed by both Parties.
18.11 Waiver of Jurv TriaL EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGA nON BASED HERON, OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS MASTER AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, OR STATEMENTS WHETHER ORAL OR PARTY HERETO. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THIS MASTER AGREEMENT.
18.12 No Waiver. The failure of a Party to enforce, insist upon, or comply with any of the terms,
conditions or covenants of this Master Agreement, or a Party's waiver of the same in any instance or instances shall
not be construed as a general waiver or relinquishment of any such terms, conditions or covenants, but the same
shall be and remain at all times in full force and effect.
18.13 Notices. All notices, demands, offers or other written communications required or permitted to be
given pursuant to this Master Agreement shall be in writing signed by the Party giving such notice and shall be
mailed by U.S. Mail, postage prepaid, via courier or faxed as follows:
IQ 2008. FPL Services, LLC, All Rights Reserved
Page 18 of20
Rev. 04/18/08
Agenda Item No. 16C2
May 13, 2008
Page 31 of 55
If to the Companv:
FPL Services, LLC
PO BOX 14000
Juno Beach, FL 33408-0420
Fax: (561) 691-7611
TeL: (561) 681-3079
Attention: Manager Engineering
& Construction
If to the Customer:
Board of County Commissioners, Collier County, Florida
3301 East Tamiami Trail
Naples, FL 34112
Fax: (239) 252-5378
TeL: (239) 252-2540
Attention: Administrator, Public Utilities Division
Each Party shall have the right to change the place to which notices shall he sent or delivered or to specify additional
addresses to which copies of notices may be sent, in either case by similar notice sent or delivered in like manner to
the other Party.
[SIGNATURES ON FOLLOWING PAGE]
rg 2008, FPL Services, LLC, All Rights Reserved
Page 19 of 20
Rev. 04/18/08
Agenda Item No. 16C2
May 13, 2008
Page 32 of 55
IN WITNESS WHEREOF, the Parties hereto have executed this Master Agreement by and through their duly
authorized representatives as of the Effective Date.
Authorized By the Company:
FPL Services, LLC,
a Florida limited liability company
BY:
NAME: Dennis Brandt
TITLE: Vice President
DATE:
ATTEST:
DWIGHT E. BROCK, Clerk
By:
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY,
FLORIDA, AS THE GOVERNING BOARD OF COLLIER COUNTY
AND AS EX-OFFICIO THE GOVERNING BOARD OF THE
COLLIER COUNTY WATER-SEWER DISTRICT.
By:
TOM HENNING, Chairman
Approved at to form and legal sufficiency:
By:
Assistant County Attorney
@2008,FPL Services, LLC, All Rights Reserved
Page 20 of 20
Rev. 04/18108
Agenda Item No. 16C2
May 13, 2008
Page 33 of 55
SCHEDULE A
FEASIBILITY STUDY AUTHORIZATION FORM
Proiect Name: Collier County Public Utilities Division
Service Location: See Scope
Companv: FPL Services, LLC
Customer: Board of County Commissioners of Collier County
COffioanv Representative:
Name:
Address:
Telephone:
E-mail:
Customer Representative:
Name:
Address:
Telephone:
Facsimile:
E-mail:
David Russell, P.E.
FPL Services, LLC
PO Box 14000
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 681-3079
david_russell ~r@fPl.com
Karen B. Guliani, P.E.
Public Utilities Engineering Departmept
3301 E. Tamiami Trail
Naples, FL 34112
239-252-6083
239-530-6460
karenguliani@colliergov.oet
I. AUTHORIZATION:
This Feasibility Authorization Form ("Form") is issued by the Company to the Customer pursuant to that certain
Master Agreement for Demand Side Management and Energy Efficiency Services ('''Master Agreement"), effective
as of _ day of ,20_" This Form authorizes the Company to commence Services as described herein
pursuant to the terms and conditions of the Master Agreement. This Form is not intended as a Change and in no
way amends, varies or modifies the Master Agreement. Any alternate, different or additional terms or conditions
referenced by the Customer in subsequent correspondence from the Customer are hereby rejected and will not
become part of this Form or other the Master Agreement unless expressly set forth and incorporated herein. In order
for the Company to commence Service set forth in this Form, the Customer is required to sign this Form.
Capitalized term.,; used herein without other definition shall have the meanings set forth in the Master Agreement.
This Form consists of this Feasibility Study Authorization Form and the following attachments, which are
incorporated into this Form by this reference: (i) Exhibit A-Feasibility Study, and (ii) Exhibit B-Feasibility Study
Price.
II. SCOPE OF WORK:
The Company shall prepare a Feasibility Report which shall set for the Services reccommended ECO(s) for the
implementation at the Service Location identifed above, as more particularly described in the Feasibility Study,
attached hereto and made a part hereof as Exhibit A. The Feasibility Study shall include savings guarantee
provisions in accordance with Florida Statute 489.145.
III. FEASIBILITY STUDY PRICE:
Subject to Section 3.5 of the Master Agreement, the Customer shall compensate the Company for the Services
provide in connection with the creation and development of the Feasibility Report for the price set forth in Exhibit
B.
This Form is being provided by the Company to the Customer, acknowledging acceptance of the Services specified
in this Form, and the Master Agreement, which is incorporated herein. The Customer has examined and carefully
~. 2008, FPL Services, LLC, All Rights Reserved
Schedule A Page I of 5
Agenda Item No. 16C2
May 13, 2008
Page 34 of 55
studied all of this Form, including the Master Agreement and all exhibits, appendices, specifications, terms and
conditions thereto and hereby agrees to be bound by any and all terms, conditions, and obligations set forth therein.
THIS FORM IS HEREBY ISSUED BY THE COMPANY TO THE CUSTOMER ON THIS DAY OF
, 200_ ("Effective Date").
IN WITNESS WHEREOF, the Parties have executed this Form as of the Effective Date.
Authorized By the Company:
FPL Services, LLC,
a Florida limited liability company
Acknowledged by the Customer:
Board of County Commissioners, Collier County, FL
Public Utilities Division
BY:
NAME: Dennis Brandt
TITLE: Vice President
DATE:
BY:
NAME:
TITLE:
DATE:
Approved at to form and legal sufficiency:
By:
, (Type name)
Assistant Collier County Attorney
@ 2008, FPL Services, LLC, All Rights Reserved
Schedule A Page 2 of 5
Agenda Item No. 16C2
May 13, 2008
Page 35 of 55
EXHIBIT A
FEASIBILITY STUDY
Project Name: Collier County Public Utilities Division
ECD: Various Energy Conservation Opportunities
The target payback period shall be ten (10) years for the sum of proposed ECOs in this Scope of Services. The
Company will identify and to the extent possible and pass through for the Customer's benefit any extended
warranites provided by the equipment manufacturers for any ECOs that would be installed under applicable
Implementation Services. The Scope of Services includes the following:
North Water Treatment Plant:
. Investigate replacement of membranes (12 mgd nanofiltration at North Plant and 8 mgd RO at both plants).
. Investigate high efficient motor replacement opportunities.
. Investigate variable frequency drive applications.
. Investigate replacement of aging packaged air conditioning systems (approximately 8 units).
. Investigate replacement ofhigb bay lighting fixtures (approximately 25 fixtures).
. Investigate occupancy sensors, day-lighting and/or photocells.
. Investigate compact fluorescent and T -8 retrofit opportunities.
. Investigate possible solar photovoltaic or other applicable renewable application.
. Investigate possible solar or heat recovery water heating application.
South Water Treatment Plant:
. Investigate replacement of membranes (12 mgd nanofiltration at North Plant and 8 mgd RO at both plants).
. Investigate high efficient motor replacement opportunities.
. Investigate variable frequency drive applications.
. Investigate replacement of aging packaged air conditioning systems (approximately 8 units).
. Investigate replacement of high bay lighting fixtures (approximately 25 fixtures).
. Investigate occupancy sensors, day-lighting and/or photocells.
. Investigate compact fluorescent and T -8 retrofit opportunities.
. Investigate possible solar photovoltaic or other applicable renewable application.
. Investigate possible solar or heat recovery water heating application.
North Waste Water Treatment Plant:
. Investigate variable frequency drive application for blowers.
. Investigate low flow water closets and faucets, etc.
. Investigate replacement of aging packaged air conditioning systems (approx. 10 units).
. Investigate replacement of high bay fixtures.
. Investigate occupancy sensors, day-lighting and/or photocells.
. Investigate compact fluorescent and T -8 retrofit opportunities.
. Investigate possible solar photovoltaic or other applicable renewable application.
. Investigate possible solar or heat recovery water heating application.
South Waste Water Treatment Plant:
. Investigate variable frequency drive application for blowers.
. Investigate low flow water closets and faucets, etc.
. Investigate replacement of aging packaged air conditioning systems (approx. 10 units).
. Investigate replacement of high bay fixtures.
. Investigate occupancy sensors, day-lighting and/or photocells.
. Investigate compact fluorescent and T -8 retrofit opportunities.
. Investigate possible solar photovoltaic or other applicable renewable application.
. Investigate possible solar or heat recovery water heating application.
@2008, FPL Services, LLC, All Rights Reserved
Schedule A Page 3 of 5
Agenda Item No. 16C2
May 13, 2008
Page 36 of 55
Pumping Stations to be assessed in the following priority order:
1. Raw Water Booster Pump Station
2. Carica Road Facility
3. Manatee Road Facility
4. Isles of Capri Facility
5. Goodland Facility
6. Vanderbilt Drive Booster Station
The following two items will be included in the evaluation of each of the listed pumping stations:
. Investigate high efficient motor replacement opportunities.
. Investigate variable frequency drive applications.
e 2008, FPL Services, LLC, All Rights Reserved
Schedule A Page 4 of 5
Agenda Item No. 16C2
May 13, 2008
Page 37 of 55
SCHEDULE A
EXHIBIT B
FEASIBILITY STUDY PRICE
BCO Price: $52,344
Payment Schedule/Payment Deferral Option: Payment will be invoiced in full upon completion of the Feasibility
study after 60 days from date of acceptance. As an option to Collier County Government, payment will be deferred
upon execution of Schedule B, Implementation Services Agreement, of this contract.
Address for Invoice: see Customer Contact Information
Retainage Terms: N/A
Additional Final Payment Conditions: N/A
to 2008, FPL Services, LLC, All Rights Reserved
Schedule A Page 5 of 5
Agenda Item No. 16C2
May 13, 2008
Page 38 of 55
)> SCHEDULES B. Co D AND E ARE SAMPLE COPIES ONLY AND ARE NOT AUTHORIZED AT
THIS TIME.
)> ALL SCHEDULES ARE REOUlRED TO BE IMPLEMENTED AND TO BE IN COMPLIANCE
WITH THE COLLIER COUNTY PURCHASING POLICY AND ADMINISTRATIVE
PROCEDURES IN EFFECT AT THE TIME SUCH SCHEDULES ARE AUTHORIZED.
CHANGES WILL THEN BE MADE TO EACH SAMPLE SCHEDULE TO ASSURE THEY ARE
IN COMPLIANCE.
SCHEDULE B (SAMPLE COPY ONLY)
IMPLEMENTATION SERVICES AUTHORIZATION FORM
Proiect Name: Collier County Public Utilities Division
Service Location: See Scope
Companv: FPL Services, LLC
Customer: Board of County Commissioners of Collier County
Company Representative:
Name:
Address:
David Russell, P.E.
FPL Services, LLC
PO Box 14000
700 Universe Boulevard
Juno Beach, florida 33408
(561) 681-3079
(561)
david _ russelljr@fp1.com
Telephone:
Facsimile:
E-mail:
Customer Reoresentative:
Name:
Address:
Telephone:
Facsimile:
E-mail:
Karen B. Guliani, P .E.
Public Utilities Engineering Department
3301 E. Tamiami Trail
Naples, fL 34112
239-252-60R3
239-530-6460
karenguliani@)colliergov.net
I. AUTHORIZATION:
This Implementation Services Authorization Form ("Form") is issued by the Company to the Customer pursuant to
that certain Master Agreement for Demand Side Management and Energy Efficiency Services ("Master
Agreement"), effective as of _ day of , 20_. This Form authorizes the Company to commence
Services as described herein pursuant to the terms and conditions of the Master Agreement. This Form is not
intended as a Change and in no way amends, varies or modifies the Master Agreement. Any alternate, different or
additional terms or conditions referenced by the Customer in subsequent correspondence from the Customer are
hereby rejected and will not become part of this Form or other the Master Agreement unless expressly set forth and
incorporated herein. In order for the Company to commence Service set forth in this Form, the Customer is required
to sign this Form. Capitalized terms used herein without other definition shall have the meanings set forth in the
Master Agreement.
This Form consists of this Implementation Services Authorization Form and the following attachments, which are
incOlporated into this Form by this reference: (i) Exhibit A - Feasibility Report, (ii) Exhibit B - Implementation
Price and (iii) Exhibit C - Energy Service Charge Option.
II. SCOPE OF WORK:
The Company shall implement the Feasibility Report which shall set for the Services recommended ECO(s) and the
implementation at the Service Location identifed above, as more particularly described in the Feasibility Report,
attached hereto and made a part hereof as Exhibit A.
III. IMPLEMENTATION SERVICES PRlCE:
~ 2008, FPL Services, LLC, All Rights Reserved
Schedule B Page I of 10
Agenda Item No. 16C2
May 13, 2008
Page 39 of 55
Subject to Section 3.5 of the Master Agreement, the Customer shall compensate the Company for the Services
provide in connection with the implementation of a Feasibility Report and any deferral payment obligations due for
the Company's implementation and delivery of the ECO(s) at the Service Locations indentified in the Feasibility
Report to the Customer, which shall be set forth in Exhibit B.
MASTER AGREEMENT
Schedule B Page 4 of 6
rev. 3-14-05
Agenda Item No. 16C2
May 13, 2008
Page 40 of 55
The Customer and the Company may elect to enter into a separate payment agreement if the Customer chooses to
fulfil its payment obligations hereunder via an energy service charge option in accordance with the terms set fort in
Exhibit B, which is made part hereof as Exhibit C.
IV. CUSTOMER COOPERATION:
The Customer shall use reasonable efforts to assist the Company in petfonning the Services contemplated by this
Form, including providing reasonable access to each Service Location, providing information concerning each Service
Location, making appropriate Customer personnel available if requested by the Company to assist the Company in
performing such Services, and taking any other actions the Company may reasonably request from time to time to
achieve the purposes and intent of this Schedule and the Master Agreement.
This Form is being provided by the Company to the Customer, acknowledging acceptance of the Services specified
in this Form, and the Master Agreement, which is incorporated herein. The Customer has examined and carefully
studied all of this Form, including the Master Agreement and all exhibits, appendices, specifications, terms and
conditions thereto and hereby agrees to be bound by any and all terms, conditions, and obligations set forth therein.
THIS FORM IS HEREBY ISSUED BY THE COMPANY TO CUSTOMER ON THIS DAY OF
,200_ ("Effective Date").
IN WITNESS WHEREOF, the Parties have executed this Form as of the Effective Date.
Authorized By the Company:
FPL Services, LLC,
a Florida limited liability company
Acknowledged by the Customer:
Board of County Commissioners, Collier County, FL
Public Utilities Division
BY:
NAME: Dennis Brandt
TITLE: Vice President
DATE:
BY:
NAME:
TITLE:
DATE:
Approved at to form and legal sufficiency:
By:
, (Type name)
Assistant Collier County Attorney
rg 2008, FPL Services, LLC, All Rights Reserved
Schedule B Page 2 of 10
Agenda Item No. 16C2
May 13, 2008
Page 41 of 55
SCHEDULE B (SAMPLE COPY ONLY)
EXIllBIT A
FEASIBILITY REPORT
Project Description: [PROVIDE GENERAL DESCRIPTION OF PROJECT]
Service Location:
Scope of Services: [ATTACH DETAILED SCOPE OF SERVICES]
Procurement Services: [SPECIFY ANY PROCUREMENT OBLIGATIONS]
~ 2008, FPL Services, LLC, All Rights Reserved
Schedule B Page 3 of 10
Agenda Item No. 16C2
May 13, 2008
Page 42 of 55
SCHEDULE B (SAMPLE COPY ONLY)
EXHIBIT B
IMPLEMENTATION PRICE
ECO Price:
Payment SchedulelPayment Deferral Option:
Form of Invoice:
Address for Invoice:
Retainage Terms:
Additional Final Payment Conditions:
~ 2008, FPL Services, LLC, All Rights Reserved
Schedule B Page 4 of 10
Agenda Item No. 16C2
May 13, 2008
Page 43 of 55
SCHEDULE B (SAMPLE COPY ONLY)
EXHIBIT C
ENERGY SERVICE CHARGE PAYMENT OPTION
1. Ener(!\' Service Char!!e for Accented Services. As payment in full to the Company for such
Services performed by the Company and accepted by the Customer, the Customer agrees to pay a monthly charge (the
"Energy Service Charge") as described in this Section 3.
2. Invoicing: and Payment. The Company shall invoice or cause the Customer to be invoiced an
Energy Service Charge of $ each month through the Customers electric utility bilL The
Customer agrees to execute and deliver to the Company and to Florida Power & Light Company (the "Utility") a
consent to the Utility invoicing such Energy Service Charges through the Customer's electric utility bill, substantially
in the form of AppendIx I hereto. Such invoicing will commence with the first electric utility bill which occurs thirty
(30) days or more after the effective date of the Substantial Completion Date, and will continue for
(-'> months thereafter unless, prior to such date this Form is terminated in accordance with (i) Article 15,
Termination and Default in the Master Agreement, (ii) Section 4 herein, Early Termination or (iii) Section 5 herein,
Termination for the Default of the Customer herein. If (i) the Utility is not permitted to or will not invoice the Energy
Service Charges as part of the Customer's electric utility bill, (ii) the Customer ceases to be a customer of the Utility, or
(iii) the Company elects at any time by written notice to the Utility (with a copy provided to the Customer) to assume
the obligations of the Utility for such invoicing, the Customer agrees that the Company or any other Person or entity
designated in writing by the Company to the Customer, may invoice the Customer for the Energy Service Charges, and
the Customer shall pay such invoiced Energy Service Charges to the Company or to any such other Person or entity, as
the Customer may be directed in writing by the Company; provided, that upon assignment of this Exhibit C to Schedule
B by the Company to any assignee, such assignee shall have the right to invoice the Customer for such Energy Service
Charges and to instruct the Customer to direct payments of such amounts to any other person or entity, and the
Customer shall remit payments as so instructed by such assignee. Each Energy Service Charge shall be payable within
twenty one (21) days from the date of the invoice. Any amounts payable pursuant to this Exhibit C to Schedule B
which are not received by the person or entity to which such payment\; are payable pursuant to this Exhibit C to
Schedule B on the date when due, shall bear interest from the due date thereof until and including the date of payment
at a rate per month equal to one and one half percent (1.5%) or, ifless, the maximum rate permitted by applicable law.
3. Payments Final. The Customer acknowledges and agrees that the Company may assign this Exhibit
C to Schedule B to one or more assignees and that pursuant to any such assignment, the Customer shall make all
payments required under this Exhibit C to Schedule B as directed by any such assignee or assignees. The Customer's
obligation to pay the Energy Service Charges and all other amounts payable hereunder to each such assignee shall be
absolute, unconditional and irrevocable and shall not be affected by any circumstance what"loever, including, without
limitation, (a) any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other
right that the Customer may have against the Company, the Utility, any Vendor or manufacturer of any equipment,
systems or other part installed pursuant to the performance of any accepted Services or any part thereof, any contractor
of the Company or any other person or entity for any reason whatsoever, (b) any defect in or failure of title,
merchantability, condition, design, compliance with specifications, operation or fitness for use of all or any part of any
equipment, systems or other part installed pursuant to the performance of any accepted Services or any defect in the
design, workmanship or services relating to any accepted Services or the Master Agreement, (c) any damage to, or
removal, abandonment, requisition, taking, condemnation, loss, theft or destruction of all or any part of any equipment,
systems or other part installed pursuant to the performance of any accepted Services or any interference, interruption,
restriction, curtailment or cessation in the use or possession of any equipment, systems or other part installed pursuant
to the performance of any accepted Services by the Customer or any person or entity for any reason whatsoever or of
whatever duration, (d) any insolvency, bankruptcy, reorganization or similar proceeding by or against any of the
Company, the Utility or any other person or entity, (e) the invalidity, illegality or unenforceability of this Exhibit C to
Schedule B or the Master Agreement or any other a,greement or instrument referred to herein or therein or any other
infirmity herein or therein or any lack of right, power or authority of the Customer, the Company, the Utility or any
other person or entity to enter into this Exhibit C to Schedule B or the Master Agreement or to perform the obligations
hereunder or thereunder or consummate the transactions contemplated hereby or thereby or any Force Majeure Event,
impossibility, frustration or failure of consideration, (t) the breach or failure of any warranty or representation or
~ 2008, FPL Services, LLC, All Rights Reserved
Schedule B Page 5 of 10
Agenda Item No. 16C2
May 13, 2008
Page 44 of 55
covenant made in this Exhibit C Schedule B or in the Master Agreement or in any other agreement or instrument
referred to herein or therein, by any of the Customer, the Company or any other person or entity, or (g) any other
circumstance or event whatsoever, whether or not similar to any of the foregoing. To the extent permitted by
applicable law, the Customer hereby waives any and all rights which it may now have or which at any time hereafter
may be conferred upon it, by statute or otherwise to terminate, cancel, quit or surrender this Exhibit C to Schedule B,
except in accordance with the express terms hereof. If for any reason whatsoever this Exhibit C to Schedule B shall be
terminated in whole or in part by operation of law or otherwise, except as specifically provided herein, the Customer
nonetheless agrees to the maximum extent permitted by law, to pay to any such assignee or assignees of the Company,
an amount equal to each Energy Service Charge due and owing, at the time such payment would have become due and
payable in accordance with the terms hereof had this Exhibit C to Schedule B not been terminated in whole or in part.
Each payment of the Energy Service Charges made by the Customer hereunder shall be final and the Customer shall
not seek or have any right to recover all or any part of such payment from any such assignee or assignees of the
Company for any reason whatsoever. Notwithstanding the foregoing, nothing contained herein shall be construed to
affect any obligation of the Company to the Customer or to waive any rights the Customer may have to pursue any
claim against the Company or any Vendor or Subcontractor of the Company pursuant to the Master Agreement.
4. Earlv Termination The Customer may terminate this Exhibit C to Schedule B at any time upon
thirty (30) days' prior written notice to the Company and receipt by the Company or any designee or assignee thereof
of the amount set forth in Aooendix II attached hereto, applicable to the date of such termination.
5. Termination for Default of the Customer. In the event the Customer fails to observe any
provision of this Form, the Company may, by written notice to the Customer specifying the termination date (a
"Notice of Default"), terminate this Form and accelerate all amounts payable hereunder, and on the termination date
specified in the Notice of Default, the Customer shall pay to the Company the amount set forth in Appendix III
attached hereto, corresponding to such termination date, together with any other amounts then payable pursuant to this
Form. The Customer shall also pay to the Company or any designee or assignee thereof, upon demand therefor, all
costs incurred or expended by the Company or any designee or assignee thereof, including reasonable fees and
disbursements of counsel, in connection with any such breach by the Customer of any of its obligations under this
Form and any collection or other enforcement proceedings arising out of any such breach by the Customer, in each
case, upon demand therefor.
iC 2008, Fl'L Services, LLC, All Rights Reserved
Schedule B Page 6 of 10
Agenda Ilem No. 16C2
May 13, 2008
Page 45 of 55
SCHEDULE B (SAMPLE COPY ONLY)
EXHIBIT C
APPENDIX I
CUSTOMER CONSENT
THIS CONSENT is made as of the this _ day of
Customer with reference to the following:
, 200_ (the "Effective Date"), by the
RECITALS
WHEREAS, the Customer and FPL Services, LLC (the "Company") have entered into a Master Agreement
for Demand Side Management and Energy Efficiency Services, dated as of this _ day of
200_ (the "'Master Agreement"), and certain related agreements, including the Implementation SelVices
Authorization Form, dated as of this ~ day of , 200_ ("Form"); and
WHEREAS, pursuant to Section 2 of the Exhibit C to Schedule B of the Form, the Company may cause the
Customer to be invoiced for the Energy Service Charges payable pursuant to the Form by Florida Power & Light
Company ("Utility") through the Customer's monthly electric utility bill;
NOW THEREFORE, in consideration of the mutual promises and agreements set forth in the Master
Agreement and in order to induce the Company to enter into the Form, the Customer hereby consents to and
acknowledges the following:
I. Consent to Invoicin~ bv Utilltv. The Customer hereby (a) consents to Utility invoicing the Customer for all
DSM Service Charges specified in this Consent through the Customer's monthly electric utility bill, (b) agrees to
promptly pay all such amounts to Utility pursuant to the terms and conditions of each such electric utility bill and
(c) agrees that from and after receipt by the Customer of written notice from the Company that the Company (or any
other person or entity designated in writing by the Company) has assumed all of Utility's invoicing obligations, the
Customer shall pay all invoiced DSM Service Charges to the Company or to such other person or entity specified in
writing by the Company.
2. Acknowled~ement of DSM Service Char~es. The Customer hereby acknowledges its obligation to pay the
following energy service charges (the "DSM Service Charges") pursuant to Section 2 of Exhibit C to Schedule Band
agrees to be invoiced for such DSM Service Charges by Utility:
Monthly DSM Service Charge: $ <<Monthly _DSM _Charge))
Total Number of MontWy DSM Service Charges: "No _ OC Monthly _DSM _Charges>>
Estimated Commencement Date of FP&L Invoices: <<Commence_Date>>. <<Commence _Year>>
The Customer acknowledges and agrees that each monthly DSM Service Charge invoiced hereunder shall be payable
within twenty one (21) days of the date of the invoice therefore or as otherwise required to be in compliance with
Section 218.70, Florida Statutes, othenvise known as the Florida Prompt Payment Act, and that any amounts
payable pursuant to any such invoice which are not received by the person or entity to which such payments are
payable pursuant to such invoice on the date when due, shall bear interest from the due date thereof until and including
the date of payment at a rate per month equal to one and one half percent (1.5%) or, if less, the maximum rate permitted
by applicable law, such late payments when received to be applied first to the payment of accrued interest and then to
the payment of outstanding DSM Service Charges. The Customer further acknowledges and agrees that Utility shall
apply all amounts received from the Customer as follows: (OPTION B shall apply if neither option is indicated):
OPTION A [ ] first, against amounts then owed by the Customer to Utility and second, against any DSM Service
Charges and other amounts then owed by the Customer to the Company; OPTION B [ ] first, against any DSM Service
~ 2008, FPL Services, LLC, All Rights Reserved
Schedule B Page 7 of 10
Agenda Item No. 16C2
May 13, 2008
Page 46 of 55
Charges and other amounts then owed by the Customer to the Company and second, against amounts then owed by the
Customer to Utility. Any
~'2008, FPL Services, LLC, All Rights Reserved
Schedule B Page 4 of 10
Agenda Item No. 16C2
May 13, 2008
Page 47 of 55
overpayment by the Customer of its monthly utility bill, in excess of the amounts due and payable thereunder, shall be
applied against subsequent amounts becoming due and payable to Utility, unless the Customer specifically directs
Utility to apply such overpayment against subsequently invoiced DSM Service Charges.
3. Reliance by the Company and Utility. The Customer hereby agrees to be bound by this Consent and
acknowledges and agrees that the Company and Utility may rely upon this Consent.
IN WITNESS WHEREOF, the Customer has executed this Consent by and through its duly authorized representatives
as of the Effective Date.
Authorized By the Company:
FPL Services, LLC,
a Florida limited liability company
Acknowledged by the Customer:
Board of County Commissioners, Collier County, FL
Public Utilities Division
BY:
NAME: Dennis Brandt
TITLE: Vice President
DATE:
BY:
NAME:
TITLE:
DATE:
Approved at to form and legal sufficiency:
By:
, (Type name)
Assistant Collier County Attorney
SCHEDULE B (SAMPLE COPY ONLY)
EXHIBIT C
APPENDIX II
EARLY TERMINATION OF CUSTOMER CONSENT
~ 2008, FPL Services, LLC, All Rights Reserved
Schedule B Page 9 of to
SCHEDULE B (SAMPLE COPY ONLY)
EXHIBIT C
APPENDIX III
DEFAULT TERMINATION PAYMENT SCHEDULE
@2008, FPL Services, LLC, All Rights Reserved
Schedule B Page 10 of 10
Agenda Item No. 16C2
May 13, 2008
Page 48 of 55
Agenda Item No. 16C2
May 13, 2008
Page 49 of 55
SCHEDULE C (SAMPLE COPY ONLY)
NOTICE OF SUBSTANTIAL COMPLETION (SAMPLE COPY)
Proiect Name: Collier County Public Utilities Division
Service Location:
Companv: FPL Services, LLC
Customer: Board of County Commissioners of Collier County
Company Reoresentative:
Name:
Address:
Telephone:
E-mail:
Customer Representative:
Name:
Address:
David Russell, P.E.
FPL Services, LLC
PO Box 14000
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 681-3079, Facsimile:(561)
david _ russelljr@fpl.com
Karen B. Guliani, P.E.
Public Utilities Engineering Department
3301 E. Tamiami Trail
Naples, FL 34112
Telephone: 239-252-6083, Facsimile: 239-530-6460
E-mail: karenguliani@colliergov.net
EFFECTIVE DA IE OF SUBSTANTIAL COMPLETION: ("Effective Date")
This Notice of Substantial Completion certificate is issued by the Company to the Customer pursuant to that certain
Master Agreement for Demand Side Management and Energy Efficiency Services ("Master Agreement"), effective
as of _ day of , 20~. Initial capitalized words used herein but not defined shall have the meaning
ascribed to such words in the Master Agreement.
The Customer certifies that as of the Effective Date written above, the
Completion of the Services required pursuant to the above-mentioned
Implementation Service Authorization Form effective as of date of
accordance with the Master Agreement.
Company has achieved Substantial
Service Location pursuant to the
20_, all in strict
A list of Punch List items to be completed or corrected by the Company is attached hereto as Exhibit A. In accordance
with Section 4.2 of the Master Agreement, the Company will complete or correct the Punch List items listed in Exhibit
&.
The Services have been reviewed by the Customer and based on that review and the information provided by the
Company, the Customer has executed this Notice of Substantial Completion, without modifYing the Parties obligations
under the Master Agreement.
IN WITNESS WHEREOF, the Company and Customer have made and executed this Notice of Substantial Completion
by and through their duly authorized representatives as of the Effective Date written above.
Authorized By the Company:
FPL Services, LLC,
a Florida limited liability company
Acknowledged by the Customer:
Board of County Commissioners, Collier County, FL
Public Utilities Division
BY:
NAME: Dennis Brandt
TITLE: Vice President
DATE:
BY:
NAME:
TITLE;
DATE:
Approved at to form and legal sufficiency:
By:
, (Type name)
Assistant Collier County Attorney
SCHEDULE C (SAMPLE COpy ONLY)
@ 2008, FPL Services, LLC, All Rights Reserved
Schedule C Page 2 of 2
Agenda Item No. 16C2
May 13, 2008
Page 50 of 55
EXHIBIT A
PUNCHLIST
[INSERT PUNCHLIST ITEMS TO BE COMPLETED]
ifJ 2008, fPL Services, LLC, All Rights Reserved
Schedule B Page 4 of 10
Agenda Item No. 16C2
May 13, 2008
Page 51 of 55
SCHEDULE D (SAMPLE COPY ONLY)
FINAL ACCEPTANCE CERTIFICATE (SAMPLE COPY)
Proiect Name: Collier County Public Utilities Division
Service Location:
Companv: FPL Services, LLC
Customer: Board of County Commissioners of Collier County
Company Representative:
Name:
Address:
Telephone:
E-mail:
Customer Representative:
Name:
Address:
David Russell, P.E.
FPL Services, LLC
PO Box 14000
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 681-3079, Facsirnile:(561)
david Jusselljr@tpLcom
Telephone:
E-mail:
Karep B. Guliani, P.E.
Public Utilities Engineering Department
3301 E. Tamiami Trail
Naples, FL 34112
239-252-6083, Facsimile: 239-530-6460
karenguliani@colliergov.net
EFFECTIVE DATE OF FINAL ACCEPTANCE: ("Effective Date")
This Final Acceptance Certificate ("Certificate") is issued by the Company to the Customer pursuant to that certain
Master Agreement for Demand Side Management and Energy Efficiency Services effective as of ~ day of
, 200~ between the Customer and the Company (the "Master Agreement"). Initial capitalized
words used herein but not defmed shall have the meaning ascribed to such words in the Master Agreement.
The Customer certifies that as of the Effective Date written above, the Company has achieved final completion of
the Services required pursuant to the above-mentioned Service Location in pursuant to the Implementation Service
Authorization Form effective as of date of ,20 ,all In stnct accordance with the Master
Agreement
This Certificate and the certifications of the Customer set forth herein and on any Certificate may be relied on by the
Company and by any assignee of the Company in connection with the furnishing of the Implementation Services
financing to the Customer in accordance with the provisions of the Ma....ter Agreement Any assignee of the Company
shall be entitled to the rights, but not the obligations, of the Company under this Schedule.
This Form is being provided by the Company to the Customer, acknowledging acceptance of the Services specified
in this Form, and the Master Agreement, which is incorporated herein. The Customer has examined and carefully
studied all of this Form, including the Master Agreement and all exhibits, appendices, specifications, terms and
conditions. IN WITNESS WHEREOF, the Parties have executed this Certificate as of the Effective Date.
Authorized By the Company:
FPL Services, LLC,
a Florida limited liability company
Acknowledged by the Customer:
Board of County Commissioners, Collier County, FL
Public Utilities Division
BY:
NAME: Dennis Brandt
TITLE: Vice President
DATE:
BY:
NAME:
TITLE:
DATE:
Approved at to form and legal sufficiency:
By:
, (Type name)
Assistant Collier County Attorney
!Q 2008, FPL Services, LLC, All Rights Reserved
Schedule D Page I of I
Agenda Item No. 16C2
May 13, 2008
Page 52 of 55
SCHEDULE E (SAMPLE COPY ONLY)
CHANGE ORDER (SAMPLE COPY)
Project Name: Collier County Public Utilities Division
Service Location:
Comoanv: FPL Services, LLC
Customer: Board of County Commissioners of CoIlier County
ECO NO.:
DATE OF THIS CHANGE ORDER: ("Effective Date")
CHANGE ORDER NUMBER:
This Contract Change Order ("Change Order") by and between the Customer and the Company, with reference to the
above indicated Service Locations and ECO(s). This Change Order is issued pursuant to that certain Master
Agreement for Demand Side Management and Energy Efficiency Services effective as of _ day of
,200_, between the Customer and the Company (the "Master Agreement"). Capitalized terms
used herein without other defmition shall have the meanings set forth in the Master Agreement
This Change Order is dated and effective as of the Contract Change Effective Date issued pursuant to the above
indicated Service Locations and ECO(s).
The Company and the Customer hereby authorize the following modifications and changes to the [Feasibility Study
referenced in the Feasibility Study Authorization Form effective as of this _ day of ,
200~[Feasibility Report referenced in the Implementation Services Authorization Form effective as of this
_ day of ,200~[Master Agreement]:
(I) ADDITIONAL SERVICES AUTHORIZED. The Customer hereby authorizes the Company to perform the
following additional items of work (in addition to all other Services described in the Master Agreement) and the
[Feasibility Price](Implementation Price] is increased accordingly by the amount set forth in the table made a part
of this Change Order: (describe additional work fullv).
ADD
(the "Additional Services")
[The Substantial Completion Date and the effective date of the anticipated Final Acceptance Date are hereby
extended for a period of (~ days in order for the Customer to perform the Additional
Services.][IT IS UNDERSTOOD THAT THE SUBSTANTIAL COMPLETION DATE AND THE FINAL
ACCEPTANCE DATE DO NOT REQUIRE EXTENSIONS ON ACCOUNT OF THE ADDITIONAL
SERVICES.]
OR
iC. 2008, FPL Services, LLC, All Rights Reserved
Schedule E Page 1 of 3
Agenda Item No. 16C2
May 13, 2008
Page 53 of 55
(2) WORK DELETED FROM THE COMPANY'S SERVICES. The Customer hereby authorizes the Company to
remove/delete the following items of work from the scope of the [Feasibility Study][Feaslbllity Report]
[Feasibility Price], and decrease the [Feasibility Price][Implementation Price] accordingly by the amount set
forth in the table made a part of this Change Order: (describe deleted work fullv).
DELETE
(the "Deleted Services")
[The Substantial CompletIon Date and the Final Acceptance Date are hereby reduced by _ days as a result
of the Deleted Services.][IT IS UNDERSTOOD THAT THE SUBSTANTIAL COMPLETION DATE AND
THE FINAL ACCEPTANCE DATE DO NOT REQillRE REDUCTIONS ON ACCOUNT OF THE
DELETED SERVICES.]
ORIGINAL SUBSTANTIAL COMPLETION DATE:
ORIGINAL FINAL ACCEPTANCE DATE:
CURRENT SUBSTANTIAL COMPLET1ON DATE BY PRIOR CONTRACT
CHANGES:
FINAL ACCEPTANCE DATE: BY PRIOR CHANGES ORDER
REVISED SUBSTANTIAL COMPLETION DATE (if applicable):
REVISED FINAL ACCEPTANCE DATE (if applicable):
ORIGINAL IMPLEMENTATION PRICE IN FEASIBILITY REPORT: $
AMOUNT OF PRIOR CHANGE ORDERS (if applicable): $
ADDITIONAL IMPLEMENTATION PRICE (due to change order)(if applicable): $
REDUCED IMPLEMENTATION PRICE (due to change order)(ifapplicable): $
REVISED IMPLEMENTATION PRICE: $
It is hereby understood that, upon authorization of this Change Order by the Customer, the Company shall
implement the above-referenced Change(s). The above adjustments to the Substantial Completion Date, the Final
Acceptance Date, and/or Implementation Price will constitute a full and complete settlement for the Change(s} and
all issues related thereto. Except as set forth in this Change Order, and in any other contract changes and written
amendments signed by the Customer, the Master Agreement shall remain in full force and effect.
Changes in the Services, Implementation Price, Substantial Completion Date or the Final Acceptance Date may be
authorized only by a Change Order duly executed by each Party's designated representative. Without a duly
executed Change Order, the original scope of Services under the applicable Implementation Services Authorization
Form shall remain in full force and effect.
'D 2008, FPL Services, LLC, All Rights Reserved
Schedule E Page 2 of 3
Agenda Item No. 16C2
May 13, 2008
Page 54 of 55
This Change Order is being provided by the Company to the Customer, acknowledging acceptance of the
modification(s) specified in this Change Order, and the Master Agreement, which is incorporated herein. The
Customer has examined and carefully studied all of this Change Order, including the Master Agreement and all
exhibits, appendices, specifications, terms and conditions thereto and hereby agrees to be bound by any and all
terms, conditions, and obligations set forth therein. THIS CHANGE ORDER IS HEREBY ISSUED BY
COMPANY TO THE CUSTOMER AS OF THE EFFECTIVE DATE INDICA TED ABOVE.
Authorized By the Company: Acknowledged by the Customer:
FPL Services, LLC, Board of County Commissioners, Collier County, FL
a Florida limited liability company Public Utilities Division
BY:
NAME: Dennis Brandt
TITLE: Vice President
DATE:
BY:
NAME:
TITLE:
DATE:
i:' 2008, FPL Services, LLC, All Righl<; Reserved
Schedule E Page 3 of 3
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