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2008-433
1a ENERGY SAVINGS GUARANTEE t. FPL ENERGY SERVICES , INC , herein after referred to as "The COMPANY" , guarantees that, during each Guarantee Report period during the Savings Guarantee Term , the Equipment shall be capable of producing Annual Energy Cost Savings (defined below) in an amount equal to or greater than Annual Guaranteed Savings (defined below) for such annual period , subject to INDIAN RIVER COUNTY' S , herein after referred to as " OWNER " , operation of the Equipment per the Operating Plan , adjustments which the COMPANY is entitled to make per the terms of this Savings Guarantee , and all other terms of this Savings Guarantee . This Savings Guarantee only applies to the designated Equipment specified in this Savings Guarantee . Attachments and Exhibits to this Savings Guarantee are incorporated by reference . SECTION 1 a BASIC REQUIREMENTS OF THIS SAVINGS GUARANTEE (A) DEFINITIONS . Initially capitalized terms in this Savings Guarantee have the meaning described in Section 2 , and in the absence of such definition , as the context reasonably requires . ( B ) OWNER CONTROLLED VARIABLES AND OPERATING PLAN ( 1 ) For purposes of this Savings Guarantee , the OWNER represents , warrants , and agrees to operate the Equipment as required in the Operating Plan , to properly maintain ( and replace , when necessary) the Equipment, to protect against and replace in the event of any casualty , and not to undertake any Changes which would adversely affect or reduce the Annual Energy Cost Savings . (2 ) In the event of any failure of the OWNER to operate per the Operating Plan or in the event of any Changes , the OWNER agrees to notify the COMPANY in writing within five (5) business days of any actual , anticipated , or intended variation from the Operating Plan or other Changes , whether before Substantial Completion or during the Savings Guarantee Term , which could impact any facility or Equipment to which this Savings Guarantee applies . Upon receipt of such a notice , or in any event if the COMPANY independently learns of any such Changes , COMPANY shall be entitled to adjust the Annual Energy Cost Savings to reflect Annual Energy Cost Savings to exclude any adverse impact of any such Changes . ( 3 ) Subject to the COMPANY preparing and submitting the annual Guarantee Report to the OWNER (with adjustments as described in this Savings Guarantee ) , this Savings Guarantee is based upon M &V Option A as detailed in this Guarantee . (C ) UNDERSTANDING UTILITY BILLS ( 1 ) This Savings Guarantee and the Annual Energy Cost Savings in any Guarantee Report is not a representation , guarantee , or warranty that the actual dollar amount of utility bills of the OWNER will be reduced or lower than before , as so many other factors affect utility bills . This is only a guarantee that the Annual Energy Cost Savings will meet or exceed the Annual Guaranteed Savings during each respective annual measurement period during the Savings Guarantee Term if the Equipment is operated as required by the Operating Plan . As the OWNER has sole custody and control over the Equipment and any Changes , the COMPANY is permitted to adjust the Annual Energy Cost Savings so that the impact of any Changes are not attributed against COMPANY and so that the Annual Energy Cost Savings calculation is not adversely affected by Changes . (2) Cost savings , and actual utility bills , are two completely different concepts . Actual utility bills can be affected by many different reasons in the sole control of the OWNER , such as the OWNER changes in building occupancy , hours or times of day of use , the way that Equipment (or equipment not installed by the COMPANY) is operated ( hours , load level , environmental conditions , etc . ) , and maintenance . Actual utility bills can also be affected by increases in utility rates and government imposed taxes . 1 Indian River County , Florida Indian River County Phase 1Rev . 1 /05/09 Phase r ( 3) This Savings Guarantee and any achievement of the Annual Guaranteed Savings does not directly represent nor depend upon the OWNER actual utility bills , and is not a guarantee of a lower utility bill in terms of absolute dollars . ( D ) SAVINGS DETERMINATION METHODOLOGY ( 1 ) The 2000 Federal Energy Management Program ( FEMP ) M &V Guidelines Version 2 . 2 and 2002 International Performance Measurement and Verification Protocol (" IPMVP" ) are voluntary consensus documents written by and for technical , procurement and financial personnel in government , commerce , and industry . The FEMP M &V Guideline and IPMVP provide an overview of current measurement & verification ( M &V) techniques and set the framework for verifying third -party-financed energy projects for public ( including Federal ) and private-sector projects . They dictate that energy ( or water) savings are determined by comparing the energy ( or water) use associated with a facility or certain systems within a facility before and after the installation of an energy conservation measure ( ECM ) or other measure . The " before" case is called the baseline . The " after" case is called the post-installation , or performance , period . Baseline and post-installation energy use measurements or estimates can be constructed using the methods associated with M &V Options as described in these guidelines . The challenge of M &V is to balance M &V costs , accuracy , and repeatability with the value of the ECM ( s ) or systems being evaluated , and to increase the potential for greater savings by careful monitoring and reporting . Therefore , the Protocol recommends Options A ( Partially Measured Retrofit Isolation ) for the measured savings portion or non -stipulated/non- calculated portion . Attachment 7 contains a detailed summary of both verification methods . (2 ) THE ANNUAL GUARANTEE REPORT . Commencing upon the anniversary of the Final Acceptance Date , and upon each anniversary thereafter occurring during the Savings Guarantee Term ( subject to a reasonable amount of preparation time for the COMPANY) , the COMPANY shall deliver an annual Guarantee Report to the OWNER . Such annual Guarantee Report shall provide the results and supporting information of the COMPANY S calculation of the Annual Energy Cost Savings and compare the Annual Energy Costs Savings to the Annual Guaranteed Savings . ( 3 ) This savings guarantee has been structured to comply with provisions of Section 489 . 145 , Florida Statutes . Total annual contract payments , as determined by a separate third party finance agreement , are inclusive of all costs associated with this program to include all development and implementation , financing and interest, bonding , and feasibility study costs . SECTION 2 . DEFINITIONS : References in this Savings Guarantee to exhibits or other attachments serves to incorporate by reference such exhibits and other attachments into this Savings Guarantee . The following initial capitalized terms in this Savings Guarantee have the meaning set forth below . "Agreement" means the Master Agreement for Demand Side Management and Energy Services (State Governmental Entities) entered into between INDIAN RIVER COUNTY, FLORIDA and FPL ENERGY SERVICES , INC on August 19 , 2008 . "Annual Energy Cost Savings" means , for each respective annual Guarantee Report period , the total of ( 1 ) the Measured Load Reduction times the Contract Utility Rates calculated for such period , plus ( 2 ) the Measured Load Shift times the difference between the applicable On Peak Rate Categories and Off Peak Rate Categories, calculated for such period , plus ( 3) any Calculated Savings for such period . "Annual Guaranteed Savings means such level of Annual Energy Cost Savings to be exactly equal to the amount of the regularly scheduled payments to be made by the OWNER for the Equipment under the Agreement for the respective annual Guarantee Report time period , as calculated by the COMPANY . "Changes" means any deviation , modification , alteration , or change from ( 1 ) OWNER operation of the Equipment as required in accordance with the Operating Plan and/or ( 2 ) OWNER use or operation of its facilities as observed by the COMPANY at the time of its inspections . Without limitation , changes include any conditions which may , do , or are reasonably expected to alter the use of any Equipment or to impact the Indian River County , Florida 2 Indian River County Phase 1 — -- Rev . 1 /05/09 Phase I Annual Energy Cost Savings , and include (without limitation ) changes in the primary use of any facility covered by this Savings Guarantee , changes to operating hours , levels of use , occupancy , changes to utility suppliers , method of utility billing or utility purchasing , any casualty , loss , destruction of Equipment, any changes to the Equipment or any facility , any failure to adequately or properly maintain Equipment . For purposes of clarity , conditions that are deemed to be Changes need not be specifically identified as an underlying assumption or baseline by COMPANY . " Contract Utility Rates" means the rates set forth in Attachment 2 (applicable for the entire Savings Guarantee Term ) . The rates shall be the prevailing utility rates plus all surcharges and taxes in effect and applicable to the OWNER as in effect on the date of this Guarantee . " COMPANY" has the meaning in the Agreement, FPL ENERGY SERVICES , INC . " Equipment" means the Load Reduction Equipment and the Load Shift Equipment. " Final Acceptance Date" means the date that the COMPANY and the OWNER designate all work associated with the Equipment/Project is complete . "Guarantee Report" means the respective annual report issued by the COMPANY to the OWNER , during each calendar year anniversary occurring during the Savings Guarantee Term which provides the results and supporting information of the COMPANY'S calculation of the Annual Guaranteed Savings , conducted per the Post Installation Measurement(s ) , and as adjusted by the COMPANY in accordance with this Savings Guarantee . "Load Reduction Equipment" means those items of Equipment, which are to achieve load reduction as designated by the COMPANY in the Guarantee Report. "Load Shift Equipment" means those items of Equipment, which are to achieve load shift as designated by the COMPANY in the Guarantee Report . " Measured Load Reduction means the difference between the OWNER electric energy load from (A) the pre-existing equipment which was retrofitted and/or replaced by the COMPANY with the Load Reduction Equipment, and ( B ) the greater of ( 1 ) OWNER actual use of the Load Reduction Equipment or (2 ) the agreed upon level of use of the Load Reduction Equipment in accordance with the Operating Plan . " Measured Load Shift" means the amount of the OWNER electric energy load shifted from (A) the use of non -Load Shift Equipment ( identified at the time of the Pre-Installation Measurement) during the On Peak Rate Categories to ( B) the greater of ( 1 ) OWNER actual use of the Load Shift Equipment or ( 2) the agreed upon level of use of the Load Shift Equipment in accordance with the Operating Plan . " Measured Savings" means ( 1 ) the Measured Load Reduction times the Contract Utility Rates calculated for such period , plus (2 ) the Measured Load Shift times the difference between the applicable On Peak Rate Categories and Off Peak Rate Categories , calculated for such period . "Off Peak Rate Categories " means the lower of ( 1 ) any applicable off peak rate categories or non - prime rate categories of the utility providing service to the OWNER as in effect on the date of the Agreement, or (2) any applicable off peak rate categories or non -prime rate categories of the utility providing service to the OWNER as in effect on the date of the COMPANY'S delivery of the respective annual Guarantee Report to the OWNER . The COMPANY' S calculation of the Off Peak Rate Categories shall include and be based upon a calculated and imputed escalation rate set forth in the Exhibits to this Savings Guarantee , which the COMPANY and the OWNER agree to be a reasonable rate of historic increase for purposes of calculating this Savings Guarantee ( and for no other purpose) . "On Peak Rate Categories " means the greater of ( 1 ) any applicable on peak rate categories or prime rate categories of the utility providing service to the OWNER as in effect on the date of the Agreement, plus all surcharges and taxes applicable thereto , or ( 2 ) any applicable peak rate categories or prime rate categories of Indian River County , Florida 3 Indian River County Phase 1 Phase I Rev . 1 /05/09 the utility providing service to the OWNER as in effect on the date of the COMPANY' S delivery of the respective annual Guarantee Report to the OWNER , plus all surcharges and taxes applicable thereto . The COMPANY' S calculation of the On Peak Rate Categories shall include and be based upon a calculated and imputed escalation rate set forth in the Exhibits to this Savings Guarantee , which the COMPANY and the OWNER agree to be a reasonable rate of historic increase for purposes of calculating this Savings Guarantee (and for no other purpose) . "Operating Plan " shall mean the OWNER operation of the Equipment in accordance with the operating plan in Attachment 1 which is incorporated by reference , including but not limited to the committed level and hours of use by the OWNER of the Load Reduction Equipment and the Load Shift Equipment as listed in the Operating Plan . " Owner" has the meaning in the agreement, Indian River County, Florida . "Savings Guarantee " means this Savings Guarantee and all of its terms and conditions . "Savings Guarantee Term " means the time period during which the OWNER is making regularly scheduled payments under the Agreement for the Equipment specified in this Savings Guarantee (and not any other equipment which may be covered by the Agreement) , provided however, that notwithstanding such longer payment period under the terms of the Agreement, the Savings Guarantee Term shall not exceed eight ( 8 ) years from the date of final acceptance by the County . "Stipulated or Calculated Savings" means those additional savings associated with the Equipment which the OWNER and COMPANY have mutually agreed upon as being realized by the OWNER as set forth in the Operating Plan or other exhibits/attachments to this Savings Guarantee , including but not limited to Attachment 3 . Stipulated (or calculated ) Savings do not need to be measured or monitored , and are not subject to verification in the Post Installation Measurement. By example , Calculated Savings may consist of maintenance cost savings or other savings , which are difficult to measure or monitor on an ongoing basis . "Substantial Completion " means the date that the COMPANY designates the Equipment as substantially installed and available for operation and use by the OWNER , excluding minor punch list items which do not affect the use or operation of the Equipment as a whole . SECTION 3 . SAVINGS GUARANTEE Subject to all terms of this Savings Guarantee , during the Savings Guarantee Term the COMPANY guarantees that, for each annual Guarantee Report period , the Equipment shall , if operated in accordance with the Operating Plan , produce Annual Energy Cost Savings in an amount equal to or greater than Annual Guaranteed Savings for such annual period . This Savings Guarantee is a written guaranty provided by COMPANY to OWNER in accordance with Section 489 . 145 ( 5 ) ( a ) , Florida Statutes . All of the COMPANY' S obligations under this Savings Guarantee , as to each time period covered by each annual Guarantee Report, shall be deemed fully satisfied and performed (A) upon presentation to the OWNER of the annual Guarantee Report which indicates that the Annual Energy Cost Savings meets or exceeds the Annual Guaranteed Savings for such respective annual period , or ( B ) when payment is made , if required , pursuant to the sole and exclusive remedy described in Section 5( B) of this Savings Guarantee . Thereafter, during any annual measurement period , the COMPANY shall not be further obligated to monitor, measure , extrapolate , or prove any Annual Energy Cost Savings for that or any prior time period . SECTION 4 , THE ANNUAL GUARANTEE REPORT PROCEDURE (A) The Annual Energy Cost Savings shall be determined by the COMPANY in an annual Guarantee Report and based upon the COMPANY' S baseline calculations as described in Attachment 6 and subject to adjustments by the COMPANY for any Changes . Within ninety ( 90 ) days following the first anniversary of the final acceptance and each anniversary thereafter during the Savings Guarantee Term , the Indian River County, Florida 4 Indian River County Phase 1 Phase I Rev . 1 /05/09 COMPANY shall apply current data to update any necessary baseline calculations for the Changes and provide the OWNER with a copy of the respective annual Guarantee Report for that annual time period . The COMPANY' S updated calculations shall be in accordance with this Savings Guarantee , and to the extent of calculating and adjusting for any Changes , shall be in accordance with trade industry standards and practices , and the COMPANY' S updated calculations ( including but not limited to adjustments for Changes) shall be final and conclusive . The OWNER shall retain the right to review and approve , which approval shall not be unreasonably withheld , the data collection process , and the data to be used in updating the baseline calculations . Such review may be conducted by a qualified , independent contractor selected by the OWNER , and approved by the COMPANY. ( B ) In connection with each annual Guarantee Report, the COMPANY may also conduct a brief energy audit inspection of the OWNER facilities . This shall enable the COMPANY to determine what types of Changes the OWNER has made to its facility, business , or operations ( including , but not limited to , Changes) . (C) If a Guarantee Report indicates that the respective Annual Energy Cost Savings for the then current annual Guarantee Report period is at least equal to the Annual Guaranteed Savings amount for such annual period , then the COMPANY shall be deemed to have achieved and performed the Savings Guarantee for such annual period and shall not have any further obligation under this Savings Guarantee for such annual period or any prior annual period , and shall not be obligated to take any further action until the next scheduled annual Guarantee Report period . ( D) In the event of the OWNER removal , destruction , substitution , modification , or other alteration of the Equipment, any Changes , or the OWNER failure to operate the Equipment for the hours or at the levels set forth in the Agreement or this Savings Guarantee ( including , but not limited to , Changes) , the COMPANY may adjust the Annual Energy Cost Savings to reflect savings as if the OWNER had not made any such Changes and as if the OWNER had continued to operate the Equipment in accordance with the Operating Plan , and this adjustment shall apply for all purposes of the Guarantee Report and calculation of the Annual Energy Cost Savings and satisfaction of this Savings Guarantee . SECTION 5 . EXCLUSIVE REMEDIES OF OWNER (A) Prior to delivery of any annual Guarantee Report, in the event that such Guarantee Report would indicate that the Equipment will otherwise fail to produce Annual Energy Cost Savings in an amount at least equal to the Annual Guaranteed Savings for such annual period ( and such situation is not caused by the OWNER failure to operate the Equipment per this Savings Guarantee ) , the COMPANY may , on one or more occasions , take action to cause the Annual Energy Cost Savings to equal or exceed the Annual Guaranteed Savings , including but not limited to fine tuning of Equipment, the addition of implementation methods , operation methods , or energy conservation measures which increase the Annual Energy Cost Savings . In any such remedy case , the COMPANY shall provide the OWNER with notice of any such activity including an annual Guarantee Report, which will provide the appropriate details . Any such action shall not adversely impact facility operations nor impede on normal facility functionality. ( B) The COMPANY may take all other actions to help the Annual Energy Cost Savings equal or exceed the Annual Guaranteed Savings , including but not limited to the addition of implementation methods , operation methods , or energy conservation measures which increase the Annual Energy Cost Savings . The OWNER shall have the right to review and approve , which approval shall not be unreasonably withheld , any such action to ensure that they do not adversely impact facility operations nor impede on normal facility functionality. (C) If, after taking the actions described above (which the COMPANY shall describe to the OWNER in the Guarantee Report) and performing any follow up which the COMPANY deems necessary , such Guarantee Report still indicates that the Annual Energy Cost Savings in such Guarantee Report is not at least equal to the Annual Guaranteed Savings amount for such annual period , then the COMPANY shall pay to the OWNER an amount equal to the difference for such respective annual period between the Annual Guaranteed Indian River County , Florida 5 Indian River County Phase 1 -Phase _I I Rev . 1 /05/09 Savings amount and the Annual Energy Cost Savings in such annual Guarantee Report . This shall only be for the then current annual Guarantee Report and shall not affect any prior or any future annual Guarantee Report. The OWNER agrees not to offset , deduct, set-off, withhold , or delay any payment due under the Agreement. This is the OWNER sole and exclusive remedy under this Savings Guarantee , and no other rights or remedies are granted . SECTION 6 , EXCLUSIONS AND LIMITATIONS (A) THE SOLE AND EXCLUSIVE REMEDY OF INDIAN RIVER COUNTY UNDER THIS SAVINGS GUARANTEE IS SPECIFICALLY STATED ABOVE . EXCEPT AS SET FORTH ABOVE IN THIS SAVINGS GUARANTEE, THE COMPANY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY WARRANTY , EXPRESS OR IMPLIED , AS TO ANY MATTER WHATSOEVER , INCLUDING WITHOUT LIMITATION , THE CONDITION , MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY EQUIPMENT OR THE REDUCTION IN THE OWNER ENERGY USAGE AS A RESULT OF THE INSTALLATION AND OPERATION OF ANY EQUIPMENT . ( B ) THE COMPANY SHALL NOT BE RESPONSIBLE FOR INCIDENTAL , INDIRECT, PUNITIVE , OR CONSEQUENTIAL DAMAGES , INCLUDING BUT WITHOUT LIMITATION , PROPERTY DAMAGE RESULTING FROM , OR RELATED TO THE AGREEMENT OR THE EQUIPMENT ( INCLUDING BUT NOT LIMITED TO THE MALFUNCTION OR MISOPERATION THEREOF ) , BODILY INJURY, MENTAL ANGUISH , MENTAL INJURY OR DISEASE , LOSS OF PROFITS , AND GOODWILL, REGARDLESS OF THE CAUSE OR BASIS OF SUCH ACTION , WHETHER IN STRICT LIABILITY, CONTRACT , TORT, OR OTHERWISE . [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURES ON FOLLOWING PAGE] Indian River County , Florida 6 Indian River County Phase 1 Phase I Rev . 1 /05/09 IN WITNESS WHEREOF , and intending to be legally bound , the parties hereto subscribe their names to this Contract by their duly authorized officers on the date first above written . FPL ENERGY SERVICES , INC By : Name : Greg T . Hanlon Title : Vice President & General Manager Authorized By the Customer: ATTEST : J . K. Barton , Clerk Deputy Clerk IND',ANR 4k�. COUNTY By : r V Name : a eY S Davis , -Chairman Tale :. Ghairm an Board of County Commissioners Approved by SCC . 2008 . AP •ROVED . CY phi ; ounty AdMinistrator ' APPROVED AS TO FORM : Vndian er C unty Attorney Marian e nior Assistant County Attorney Indian River County , Florida 7 Indian River County Phase 1 Phase I Rev . 1 /05/09 ATTACHMENT 1 Multiple copies of this document shall be provided for each facility /area for which different occupancy information applies . ANNUAL LIGHTING HOURS Facility WAveras Courthouse Main Librar North Librar Sheriff's Office Road and Bride 8 Indian River County Phase 1 Indian River County , Florida Rev . 1 /05/09 Phase I IN WITNESS WHEREOF, and intending to be legally bound , the parties hereto subscribe their names to this Contract by their duly authorized officers on the date first above written . FPL ENERGY S VICES , INC By: Name : Greg T . Vanlon Title : Vice President & General Manager Authorized By the Customer : ATTEST: J . K. Barton , Clerk BY: Deputy Clerk INDIAN RIVER COUNTY By: Name : Wesley S . Davis , Chairman Title : Chairman Board of County Commissioners Approved by BCC , 2008 . APPROVED : Joseph A. Baird County Administrator APPROVED AS TO FORM : Indian River County Attorney By: Name : Marian E . Fell Title : Senior Assistant County Attorney Indian River County, Florida 7 Indian River County Phase 1 Phase I Rev . 1 /05/1,12 ATTACHMENT 1 Multiple copies of this document shall be provided for each facility/area for which different occupancy information applies . ANNUAL LIGHTING HOURS Facility Average Hours of Operation Courthouse 5265 Main Library 3463 North Library 3490 Sheriff's Office 3628 Road and Bride 3015 --- - -- Indian River County , Florida _ 8 Indian River County Phase 1 Phase I Rev. 1 /05/09 ATTACHMENT 2 Contract Utility Rates The Contract Utility Rates for first year during the Savings Guarantee Term are set forth below and shall be used for all calculations made under this Agreement. Electrical Data Average 200748 Electrical Rates Facility $ / kWh $ / kWD Blended Utility $ / Kwh Courthouse 0 . 1100 3 . 81 0 . 1155 Vero Main Library 0 . 1010 4 . 16 0 . 1092 Vero North Library 0 . 0804 7 . 36 0 . 1045 FPL Sheriff's Office= Admin 0 . 1114 3 . 81 0 . 1317 Vero Sheriff's Office- Garage 0 . 1031 3 . 81 0 . 1196 Road and Bride 0 . 1166 3 . 81 0 . 1271 Vero Water & Sewer Data Combined Facility Water/Sewer rate $/ 1000 al Courthouse 5 . 70 Main Library 5 . 70 North Library 10 . 38 Sheriff's Office 5 . 60 Road and Bride 4 . 31 Indian River County , Florida 9 Indian River County Phase 1 Phase I Rev . 1 /05 /09 ATTACHMENT 2=A % Utility Rates Escalation Rates (these are historical averages used for developing savings estimates only and are not binding as it pertains to this Guarantee ) Year Electricity Water Maintenance 1 0% 0% 0% 2 3 % 5% 3 . 5% 3 3 % 5% 3 . 5 % 4 3% 5% 3 .5 % 5 3% 5% 3 . 5% 6 3% 5% 3 . 5% 7 3% 5% 3 . 5 % 8 3 % 5% 3 . 5% 9 3% 5% 3 .5% 10 3 % 5% 3 .5% 11 3 % 5% 3 . 5% 12 3 % 5% 3 . 5% The rates set forth above shall be based upon a compounding of the immediately preceding year' s escalated rate ( i . e . compounded escalation annually ) . Indian River County , Florida 10 Indian River County Phase 1 Phase I Rev . 1 /05/09 ATTACHMENT 3 DESCRIPTION OF CALCULATED SAVINGS Lighting Material Savings ( ECMA ) Lighting material calculated savings and the associated assumptions are provided for each facility in the report titled , " Indian River County Phase I Feasibility Study ". This report is incorporated into this Guarantee Document . HVAC Savings due to Lighting Reduction ( ECM - 1 ) HVAC calculated savings due to lighting and the associated assumptions are provided for each facility in the report titled , " Indian River County Phase I Feasibility Study " . This report is incorporated into this Guarantee Document. Occupancy Sensors = Savings due to Lighting Reduction ( ECM -2 ) Occupancy Sensor calculated savings due to lighting and the associated assumptions are provided for each facility in the report titled , " Indian River County Phase I Feasibility Study " . This report is incorporated into this Guarantee Document. Indian River County , Florida 11 Indian River County Phase 1 Phase I Rev . 1 /05/09 SUMMARY OF CALCULATED SAVINGS The savings identified below shall be Calculated Savings which are mutually agreed by OWNER and the COMPANY , but will not be specifically measured . The Calculated Savings shall be deemed to increase during each year of the Savings Guarantee Term by the annual escalation percentages set forth below , with such escalation being annually compounded upon the immediately preceding year escalated rate . Source of Savings First Year Savings ( non — Annual escalated ) Escalation LIGHTING MATERIAL SAVINGS (ECM -1 ) $5 , 649 0% HVAC SAVINGS DUE TO LIGHTING $8 ,946 0 % ( 1St yr) , 3 % REDUCTION ( ECM -1 ) (Yrs 2 A2 ) OCCUPANCY SENSORS ( ECM-2 ) $4,885 0% ( 1St yr) , 3% (Yrs 2 -12) TOTAL CALCULATED SAVINGS $ 199480 N/A Indian- River County , Florida 12 Indian River County Phase 1 Phase I Rev . 1 /05/09 ATTACHMENT 4 Measure Specific Lighting Savings Per Option A, Pre measurements with annual post spot measurements will be taken to establish energy consumption , for a representative sample of the lights , and pre measurement at full load , with annual post spot measurements for the lighting . These measurements will be accomplished through the use of hand held meters and/or mounting of temporary meters ( by FPL ENERGY SERVICES , INC ) . The results will be used to prorate the calculated savings , thus determining the adjustment ( +/-) , to be used in the comparison with the Guaranteed Savings . Equations for Calculating Lighting Energy and Demand Savings To determine estimates of energy savings for lighting efficiency projects use the following equation : kWh Savingst (kW/Fixturebaseiine x Quantitybaseiine - kW/Fixturepost x QuantitYpost) x Hours of Operation]t, u where : KWh Savings = kilowatt-hour savings realized during the post- installation time period t KWAWUrebaseiine = lighting baseline demand per fixture for usage group u kW/fixturepost = lighting demand per fixture during post-installation period for usage group u Quantitybaseiine = quantity of affected fixtures before the lighting retrofit for usage group u, adjusted for inoperative and nonoperative lighting fixtures Quantitypost = quantity of affected fixtures after the lighting retrofit for usage group u Hours of Operation = number of operating hours during the time period t for the usage group u , assuming operating hours are the same before and after measure installation Demand Demand savings can be calculated as either an average reduction in demand or as a maximum reduction in demand . Average reduction in demand is generally easier to calculate . It is defined as kWh savings during the time period in question (e . g . utility summer peak period ) divided by the hours in the time period . Maximum demand reduction with respect to cost savings , is typically the reduction in utility meter maximum demand under the terms and conditions specified by the servicing utility . For peak load reduction , for example , the maximum demand reduction may be defined as the maximum kW reduction averaged over 30-minute intervals during the utility' s summer peak period . The maximum demand reduction is usually calculated to determine savings in utility peak demand charges . Indian River County , Florida 13 Indian River County Phase 1 Phase I - - Rev . 1 /05/09 Annual Reconciliation The annual reconciliation is based on the difference between guaranteed savings and measured savings extrapolated from representative measured sampling . Excess savings will be left to OWNER . A shortfall in any given year would be funded by FPL ENERGY SERVICES , INC to the OWNER . Option A will be used for Measurement and Verification . Sample Lighting Savings Calculation Monthly Kilowatt Demand X Monthly Kilowatt Demand Rate X 12 Months = Annual Kilowatt Demand Savings Annual Kilowatt- hours X Kilowatt- hour rate = Annual Kilowatt-hour Savings Annual Kilowatt Demand Savings + Annual Kilowatt-hour Savings = Total Annual Savings Example Calculation (Courthouse ) : 71 . 44 kW x $ 3 . 81 /kW x 12 months = $ 3 , 266 . 24 344564 . 97 kWh x $0 . 10995/kWh = $ 37 , 884 . 92 $ 3 , 266 . 24 + $ 37 , 884 . 92 = $41 , 151 Total Guaranteed Savings $41 , 151 ( Courthouse ) Total Lighting Savings for all locations : $ 65 ,586 Run hours are hereby stipulated . Measured Adjusted Savings Calculation : Percentage of Measured Values vs . Calculated Values x Total guaranteed Savings = Excess Savings or Shortfall in Savings Indian River County, _Florida 14 Indian River County Phase 1 Phase I Rev . 1 /05/09 Measure Specific Water Savings Per Option A, Pre measurements with annual post spot measurements will be taken to establish water consumption , for a representative sample of Water Closets , Urinals and Faucets , and pre measurement , with annual post spot measurements for the Water Conservation Measure . These measurements will be accomplished through the use of a calibrated bucket. The results will be used to prorate the calculated savings, thus determining the adjustment (+/-) , to be used in the comparison with the Guaranteed Savings . Equations for Calculating Water Savings To determine estimates of water savings use the following equation : Gallons Savings, _ Ju ( (Gal/Flushbasefine x Quantitybasetine - Gal/Flushp.st x Quantityposd x Number of Occupants]t, ,, where : Gallons Savings = gallon savings realized during the post- installation time period t Gal/Flushbasetine = Gallons baseline per flush for usage group u Gal/Flushpost = Gallons per flush during post-installation period for usage group u Quantitytaseiine = quantity of affected fixtures before the water conservation retrofit for usage group u and the number of flushes Quantitypost = quantity of affected fixtures post water conservation retrofit for usage group u and the number of flushes Number of Occupants = number of people during the time period t for the usage group u , assuming number of people are the same before and after measure installation The Measured First Year Water Savings for all facilities = $ 6 , 185 . This savings will be measured/verified as stated above and converted to savings by applying the flow measurements , water and sewer consumption rates , the usage rates and individual facilities ' occupancy as stated in the Reports . The usage rates and occupancy are hereby stipulated . Indian River County , Florida 15 Indian River County Phase 1 -- Phase I Rev . 1 /05/09 ATTACHMENT 5 Annual Guaranteed Savings Allocation Savings Annual Guarantee Measured Calculated Guaranteed Term Year Savings Savings Energy Cost Savings 1 $ 71 , 771 $ 19 , 480 $ 91 , 251 2 $ 74 , 048 $ 19 , 895 $93 , 943 3 $ 76 , 399 $20 , 323 $96 , 722 4 $ 78 , 828 $201763 $ 99 , 591 5 $ 81 , 336 $ 21 , 216 $ 102 , 552 6 $ 83 , 926 $ 211683 $ 1051609 7 $ 86 , 602 $221164 $ 1081766 8 $ 89 , 365 $22 , 660 $ 112 , 025 TOTAL $642 , 275 $ 168 , 184 $ 810 , 459 Indian River County , Florida 16 Indian River County Phase 1 Phase I Rev . 1 /05/09 ATTACHMENT Guarantee Report Within ninety ( 90 ) days following the final acceptance and each anniversary thereafter during the Savings Guarantee Term , the COMPANY shall provide the Guarantee Report to OWNER . In the Guarantee Report , the COMPANY shall calculate the Annual Energy Cost Savings and shall report to OWNER such amount (and shall detail any excess savings where the Annual Energy Cost Savings exceed the Annual Guaranteed Savings ) during the preceding year. Annual Guaranteed and Excess Savings Allocation Savings Measured Calculated Actual Savings Annual Excess Guarantee Savings Savings Guaranteed Savings Term Year Energy Cost Savings $ 191480 $ 911251 % 2 $ 19 , 895 $ 931943 % 3 $20 , 323 $ 965722 % 4 $20 , 763 % $ 99 , 591 5 $21 , 216 $ 1021552 % 6 $21 , 683 $ 105 , 609 % 7 $22 , 164 $ 1081766 % 8 $22 , 660 $ 1121025 % Totals $ 168 , 184 $ 810 , 459 Indian River County , Florida 17 Indian River County Phase 1 ___ _ Phase I Rev . 1 /05/09 ATTACHMENT 7 Summary of Measurement and Verification Options All the methods in the FEMP/IPMVP Guideline for determining savings are based on the same concept; namely , those energy savings are derived by comparing energy usage after a retrofit to the baseline . It is relatively easy to measure post-retrofit consumption ; however, it is impossible to " measure" what the energy usage would be without the retrofit. Therefore , it is impossible to " measure" energy savings . Energy savings can only be determined based on assumptions about the baseline . Four options are provided to determine energy savings . A particular option is chosen based on the on project-specific features of each performance contract. The options differ in their approach to the level and duration of the retrofit verification measurements . For instance , Options A and B both apply at the system or ECM level , while Option C uses measurements taken at the whole-building , or whole-facility , level . Option A involves short-term ( if any ) measurements , while Options B and C use short term and/or continuous or regular interval measurements during the term of the contract. Option D involves computer simulation techniques . Each option has advantages and disadvantages based on site-specific factors . The four options are described in the table below . Overview of M&V Options (from the FEMP/ IPMVP ) M &V option How savings are Typical Applications calculated A . Partially Measured Retrofit Isolation Engineering calculations Lighting retrofit where using short-term or power draw is measured Savings are determined by partial field continuous post-retrofit periodically . Application measurement of the energy use of the measurements and of controls to vary the system( s) to which an ECM was applied ; stipulations . load on a constant speed separate from the energy use of the rest of the pump using a variable facility . Measurements may be either short- speed drive . Power term or continuous . draw is measured on a spot basis , while varying Partial measurement means that some but not load . Operating hours of all parameter( s ) may be stipulated , if the total are specified/ stipulated . impact of possible stipulation error( s) is not significant to the resultant savings . Careful review of the ECM design and installation will ensure that stipulated values fairly represent the probable actual value . Indian River County , Florida 18 Indian River County Phase 1 Phase I Rev ..-1705/09 M &V option How savings are Typical Applications calculated B . Retrofit Isolation Engineering Application of controls to calculations using short vary the load on a Savings are determined by field term or continuous constant speed pump measurement of the energy use of the measurements . using a variable speed systems to which the ECM was applied ; drive . Electricity use is separate from the energy use of the rest of measured by a kWh the facility . Short-term or continuous meter installed on the measurements are taken throughout the electrical supply to the post- retrofit period . pump motor. In the base year this meter is in place for a usually week to verify constant loading . The meter is in place periodically throughout the post- retrofit period to track variations in energy use . C . Whole Facility Analysis of whole facility Multifaceted energy utility meter or sub- management program Savings are determined by measuring energy meter data using affecting many systems use at the whole facility level . Short-term or techniques from simple in a building . Energy use continuous measurements are taken billing comparison to is measured by the gas throughout the post-retrofit period . regression analysis and electric utility meters for a twelve month base year period and throughout the post- retrofit period . D . Calibrated Simulation Energy use simulation , Multifaceted energy calibrated with hourly management program Savings are determined through simulation of utility billing data and /or affecting many systems the energy use of components or the whole end -use metering in a building where no facility . Simulation routines must be base year data are demonstrated to adequately model actual available . Post-retrofit energy performance measured in the whole period energy use is facility . This option usually requires measured by the gas considerable skill in calibrated simulation . and electric utility meters or sub-metering . Base year energy use is determined by simulation using a model calibrated by use of sub-metering . Indian River County , Florida 19 Indian River County Phase 1 Phase I - Rev . 1 /05/09 Option A-Spot Measured Savings The verification techniques for Option A determine savings by measuring the capacity or efficiency of a system before and after a retrofit and by multiplying the difference by an agreed-upon or " stipulated " factor, such as hours of operation or load on the system . Option A is best applied to individual loads or systems within a building , such as a lighting system or chiller. Option A is an approach designed for projects in which the potential to generate savings must be verified , but the actual savings can be stipulated based on the results of the " potential to generate savings " verification and engineering calculations ( and perhaps on short-term data collection ) . Post-installation energy use is not measured throughout the term of the contract. Post-installation and perhaps baseline energy use is predicted using an engineering or statistical analysis of information that does not involve long - term measurements . Data from the estimates may come from historical data , information from other similar projects , and/or spot or short-term metering before and after ECM or system installation during the first year of operation . Spot savings is the easiest and least expensive method of determining savings . Option A includes procedures for verifying that: • Baseline conditions have been properly defined . • The equipment and/or systems that were contracted to be installed have been installed . • The installed equipment/systems meet contract specifications in terms of quantity , quality , and rating . • The installed equipment is operating and performing in accordance with contract specifications and is meeting all functional tests . • The installed equipment/systems continue , during the term of the contract , to meet contract specifications in terms of quantity , quality , rating , operation , and functional performance . This level of verification is all that is contractually required for certain types of performance contracts . The potential to generate savings may be verified through observation , inspections , and/or spot/short-term metering conducted immediately before and/or immediately after installation . Annual ( or some other regular interval ) inspections may also be conducted to verify an ECM ' s or system ' s continued potential to generate savings . Savings potential are quantified using computational methods . Indian River County , Florida 20 ___ Indian River County Phase 1 Phase I Rev . 1 /05/09 Option B -Measured Specific Savings Verification techniques for Option B are designed for projects in which short term or long -term/continuous measurement of performance is desired . Under Option B , individual loads are either measured via short term or continuously monitored after ECM or system installation to determine performance . This measured performance is compared with a baseline model to determine savings . Option B relies on the direct measurement of end uses affected by the retrofit. Option B is for projects in with more complex ECMs (than Option A) , which can be isolated . The savings must be verified and the actual energy use during the contract term needs to be measured for comparison with the baseline model for calculating savings . Option B : • Confirms that the proper equipment/systems were installed and that they have the potential to generate predicted savings . • Determines an energy ( and cost) savings value using measured data taken throughout the contract term . Methods involve the use of post-installation measurement of one or more variables . The use of periodic or long-term measurement accounts for operating variations and will more closely approximate actual energy savings than the use of Option A. Indian River County , Florida 21 Indian River County Phase 1 Phase I - _ _ __ _ Rev . 1 /05/09 Option C - Utility Bill Comparison Methodology Option C may be applied to projects in which ( a ) the potential to generate savings must be verified and ( b ) actual energy use during the contract term must be measured for comparison with the baseline model for calculating savings . Option C involves procedures for verifying the same items as Option A plus determining energy savings during the contract term through the use of whole-building metering data . All end-use technologies can be verified with Option C , provided that the reduction in consumption is larger than the associated modeling error and that the ECMs are inter related . This option may be used in cases in which there is a high degree of interaction between installed energy conservation systems and/or the measurement of individual component savings is not cost-effective . Accounting for changes ( other than those caused by the ECMs ) is the major challenge associated with Option C , particularly for long -term contracts . The following points should be considered when conducting Option C analyses for M &V: 1 . All explanatory variables that affect energy consumption as well as possible interactive terms ( i . e. , combination of variables ) must be specified , whether or not they are accounted for in the model . Critical variables can include weather , occupancy patterns , set points , and operating schedules . 2. Independent variable data will need to correspond to the time periods of the billing meter reading dates and intervals . 3 . If the energy savings model incorporates weather data , the following issues should be considered : • Use of the building "temperature balance point' for defining degree-days versus an arbitrary temperature base . The relationship between temperature and energy use that tends to vary depending upon the time of year. For example , an ambient temperature of 55 ° F in January has a different implication for energy usage than the same temperature in August. Thus , seasons should be addressed in the model . The nonlinear response to weather. For example , a 10 ° F change in temperature results in a very different energy use impact if that change is from 75 ° F to 85 ° F rather than 35 ° F to 45 ° F . • Matching degree-day data with billing start and end dates . 4 . The criteria used for identifying and eliminating outliers must be documented . Outliers are data beyond the expected range of values ( or two to three standard deviations away from the average of the data ) . Outliers should be defined using common sense as well as common statistical practice . 5 . Statistical validity of the final regression model must be demonstrated . Validation steps include checks to make sure that: • The model makes intuitive sense ; that is , the explanatory variables are reasonable and the coefficients have the expected sign ( positive or negative ) and are within an expected range ( magnitude ) . • Modeled data are representative of the population . Model form conforms to standard statistical practice . • The number of coefficients is appropriate for the number of observations (approximately no more than one explanatory variable for every five data observations ) . • All model data are thoroughly documented , and model limits ( range of independent variables for which the model is valid ) are specified . Option C usually requires at least 9 to 12 months of continuous data before a retrofit and continuous data after the retrofit ; the data can be hourly or monthly whole- building data . Indian River County , Florida 22 Indian River County Phase 1 Phase I - - Rev . 1 /05/09 SCHEDULE B 01PLEMENTATION SERVICES AUTHORIZATION FORM Project Name: Indian River County Phase 1 Service Location: Multiple Cg=anv: FPL Energy Services, Inc. Customer: Indian River County Company Representative: Name : Dave Russell Address : FPL Energy Services, Inc. 6001 Village Blvd. West Palm Beach, Florida 33407 Telephone: (561) 681 -3079 Facsimile: (561 ) 681 -3088 E-mail: david.russeHjr@fpl.com Customer Representative: Name: Lynn WIlliams Address : Indian River County 4305A 43rd. Ave. Vero Beach, Florida 32967 Telephone : (772) 226-3490 Facsimile: (772) 226-3495 E-mail: lwilliams@ircgov.com 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 August 19, 2008. 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. Initial capitalized words used herein but not defined shall have the meaning ascribed to such capitalized words in the Master Agreement. This Form consists of this Implementation Services Authorization Form and the following attachments, which are incorporated 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 PRICE: 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. 0 2008, FPL Services, LLC, All Rights Reserved Schedule B Page I of 4 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 performing 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 19th day of August, 2008, (`Effective Date"). IN WITNESS WHEREOF, the Parties have executed this Form as of the Effective Date. Authorized By the Company: FPL Energy Services, Inc. A Florida company BY: NAME: Greg A. Hanlon TITLE: Vice President & General Manager DATE : Authorized By the Customer: INDIAN RIVER COUNTY Attest : J. K. Barton, Clerk BOARD OF COUNTY COMMISSIONERS By By : Deputy Clerk Wesley S . Davis, Chairman Approved by BCC 92008 Approved: Joseph A . Baird County Administrator Approved as to form and legal sufficiency . Marian E . Fell Senior Assistant County Attorney C 2005, FPL Services, LLC, All Rights Reserved Schedule B Page 2 of 4 SCHEDULE B EXHIBIT A FEASIBILITY REPORT Project Description: Project is described in book labeled "Indian River County Phase 1 , Technical Energy Audit' Subtitled "Technical Energy Audit, Various County Buildings" and is further labeled `By: FPL Energy Services, Inc., November 2008. This Audit does not have a Solar Panel option. Service Location: See Project Book Scope of Services: See Project Book Procurement Services: Company is to procure and install equipment per the Project Book. - 0 2008, FPL Services, LLC, All Rights Reserved Schedule-B Page 3 of 4 SCHEDULE B EXHIBIT B 13"LEMIENTATION PRICE ECO Price: $686,789 Payment Schedule: Indian River County -Ph I Initial Draw Schedule - 12 Month Duration Milestone Progress Month Payment Dollar Value Percentage Construction Progress 1 NTP/Mobilization 1 2% $ 13 , 736 Construction Progress 2 50% 6 25% $ 171 ,697 Construction Progress 3 75% 9 30% $206 , 037 Substantial Completion - Progress 4 90% 11 33% $2262640 Final Acceptance 100% 12 10% $68, 679 Total 100% $686 , 789 Form of Invoice: written Address for Invoice Lynn Williams Indian River County 4305A 43rd. Ave. Vero Beach, Florida 32967 Retainage Terms : Cash Additional Final Payment Conditions: 2008, FPL Services, LLC, All Rights Reserved Schedule B Page 4 of 4 SCHEDULE C NOTICE OF SUBSTANTIAL COMPLETION Project Name: Indian River County Phase 1 Service Location: Multiple Comvany: FPL Energy Services, Inc . Customer: Indian River County Company Representative: Name : Dave Russell Address: FPL Services, LLC 6001 Village Blvd. West Palm Beach, Florida 33407 Telephone: (561 ) 681 -3079 Facsimile: (561 ) 681 -3088 E-mail: david_russelljr@fpl.com Customer Representative: Name: Lynn WIlliams Address: Indian River County 4305A 43rd. Ave. Vero Beach, Florida 32967 Telephone: (772) 226-3490 Facsimile: (772) 226-3495 E-mail: lwilliams@ircgov.com EFFECTIVE DATE 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 August 19, 2008. Initial capitalized words used herein but not defined shall have the meaning ascribed to such capitalized words in the Master Agreement, The Customer certifies that as of the Effective Date written above, the Company has achieved Substantial Completion of the Services required pursuant to the above-mentioned Service Location pursuant to the Implementation Service Authorization Form effective as of date of , 2008, all in strict accordance with the Master Agreement. 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 A. 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. FPL Energy Services, Inc. a Florida company By: By: Name : Name: Title: Project Manager Title: © 20082 FPL Services, LLC, All Rights Reserved Schedule C Page 1 of 2 SCHEDULE C EXHIBIT A PUNCHLIST [INSERT PUNCHLIST ITEMS TO BE COMPLETED] 0 2008, FPL Services, LLC All Rights Reserved Schedule C Page 2 of 2 SCHEDULE D FINAL ACCEPTANCE CERTIFICATE Project Name: Indian River County Phase 1 Service Location: Multiple Company: FPL Energy Services, Inc. Customer: Indian River County Company Representative: Name : Dave Russell Address: FPL Services, LLC 6001 Village Blvd. West Palm Beach, Florida 33407 Telephone: (561 ) 681 -3079 Facsimile: (561 ) 681 -3088 &mail: david_russell_jr@fpl.com Customer Representative: Name: Lynn WIlliams Address: Indian River County 4305A 43rd, Ave. Vero Beach, Florida 32967 Telephone: (772) 226-3490 Facsimile: (772) 226=3495 E-mail: lwilliams@ircgov.com 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 August 19, 2008, between the Customer and the Company (the "Master Agreement"). 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 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 day of , 2008, all in strict 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 Master 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, Company: Customer: FPL Energy Services, Inc. a Florida company By: By: Name : Name: Title: Project Manager Title: 6 2005, FPL Services, LLC, All Rights Reserved Schedule D Page I of 1 SCHEDULE E CHANGE ORDER Project Name: Indian River County Phase 1 Service Location: Customer: Indian River County Company Representative: Name: Dave Russell Address : FPL Services, LLC 6001 Village Blvd. West Palm Beach, Florida 33407 Telephone: (561 ) 681 -3079 Facsimile: (561 ) 681 -3088 E-mail: david_russellir@fpl. com Customer Representative: Name: Lynn WIlliams Address : Indian River County 4305A 43rd. Ave. Vero Beach, Florida 32967 Telephone: (772) 226-3490 Facsimile: (772) 226-3495 E-mail: lwilliams@ircgov.com 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 August 19,2008 , between the Customer and the Company (the "Master Agreement"). Capitalized terms used herein without other definition 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 , 200J [Master Agreement] : ( 1 ) 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 fi>Ilv). 0 2098. FP , Services, LLC, All Rights Reserved Schedule E Page 1 of 3 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 Contractor 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 (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] [Feasibility 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 fully). 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 REQUIRE REDUCTIONS ON ACCOUNT OF THE DELETED SERVICES.] C 2008, FPL Services, LLC, All Rights Reserved — Schedule E Page 2 of 3 ORIGINAL SUBSTANTIAL COMPLETION DATE: ORIGINAL FINAL ACCEPTANCE DATE: CURRENT SUBSTANTIAL COMPLETION DATE BY PRIOR CONTRACT CHANGES : FINAL ACCEPTANCE DATE: BY PRIOR CHANGES ORDER REVISED SUBSTANTIAL COMPLETION DATE ifapplicable): REVISED FINAL ACCEPTANCE DATE if applicable): ORIGINAL IMPLEMENTATION PRICE IN FEASIBILITY REPORT: $ AMOUNT OF PRIOR CHANGE ORDERS if applicable): $ ADDITIONAL IMPLEMENTATION PRICE due to chane order if applicable): $ REDUCED IMPLEMENTATION PRICE due to change order if applicable): $ 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. , P 0 2008, FPL Services, LLC, All Rights Reserved Schedule E Page 2 of 3 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 INDICATED ABOVE, Authorized By the Company: Acknowledged by the Customer: FPL Energy Services, Inc. a Florida company BY: BY: NAME : Greg A. Hanlon NAME: TITLE: Vice President & General Manager TITLE: DATE: DATE: --- 0 2008, FPL Services, LLC, All Rights Reserved - - Schedule E Page 3 of 3