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HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9190389 (2)DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 City of ktColli~ DATE: TO: MEMORANDUM December 21st, 2018 Jeff Mihelich, Deputy City Manager L r;:_ THROUGH: Kevin R. Gertig, Utilities Executive Director [ ~ FROM: RE: John Phelan, Energy Services Manager ~ Peak Partners "Bring your own thermostat" SOW Utilities electric · stormwater · wastewater · water 222 Laporte Ave. PO Box 580 Fort Collins, CO 80522-0580 970.212.2900 VfTDD: 711 utilities@fcgov.com fcgov.com/utilities Jeff's signature and approval are requested on the attached document • Statement of Work- Peak Partners Bring your own Thermostat Program The purpose of this agreement is to extend Itron services to include "Bring your own Thermostat" functionality into the Demand Response Platform ("Peak Partners"). This will allow Nest and Honeywell thermostats to be part of the Peak Partners program and help manage peak demand. Please feel free to contact John Phelan or Pablo Bauleo if there are any questions or if additional information is desired. CC: Pablo Bauleo, Sr. Energy Services Engineer @ John Phelan, Energy Services Manager lL.1~ .. Lisa Rosintoski, Deputy Director, Utilit~ Cyril Vidergar, Assistant City Attorney II [~ Gerry Paul, Director, Purchasing @? CHANGE ORDER DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC489022A47 N0.11 PROJECT TITLE: Peak Partners CONTRACTOR: Itron DEM WORK ORDER NUMBER: PO NUMBER: 9180205 DESCRIPTION: 1. Reason for Change: Adding "Bring your own thermostat" (BYOT) capabilities. 2. Description of Change: BYOT will allow City of Fort Collins residents that have Nest or Honeywell thermostats to participate in Peak Partners, helping Fort Collins Utilities to manage peak demand costs and residents can keep their own devices. 3. Change in Work Order Price: $141 ,134.09 ~'4. Completion Date (if changed) : ORIGINAL WORK ORDER PRICE TOTAL APPROVED CHANGE ORDER TOTAL PENDING CHANGE ORDER TOTAL THIS CHANGE ORDER TOTAL% OF THIS CHANGE ORDER TOTAL C.0 .% OF ORIGINAL WORK ORDER ADJUSTED WORK ORDER COST CONTRACTOR: Itron DEM $4,039,347.00 $2,040,672.00 $0.00 $141 ,134.09 2.3% 3.49% $ 6,221,150.09 12/31/2018 By: Date: -------------- Name:-------------- Title: VP Treasury REVIEWED: 12/21/2018 Date: ______ _ Pablo Bauleo, Sr. Energy Services Engineer 12/21/ 2018 REVIEWED: [John ?.:.~~:Phelan, .. Energy Services Manager Date: ______ _ REVIEWED: 12/26/2018 Date: ______ _ Lisa Rosintoski, Deputy Director, Utilities 12/26/2018 REVIEWED: c~:Kevin :~ertig, :C\Utilities ~- Executive Director Date: ______ _ ACCEPTANCE: ~-erry 11 - ~aul, t,;8450 Purchasing . Director . Date: 1/9/2019 (if greater than $60,000) DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 City of Fort Collins Statement of Work Peak Partners Bring Your Own Thermostat Program The City of Fort Collins, Colorado Date: November 12, 2018 Itron, Inc. 2111 N. Molter Road Liberty Lake, WA 99019 USA www.ltron.com DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC489D22A47 1. About this Document This Statement of Work ("SOW') defines the services to be performed by Itron, Inc. ("Itron") for The City of Fort Collins, Colorado ("Ft. Collins") for the Peak Partners Bring Your Own Thermostat (BYOT) program (the "Project"). This SOW will document the agreed upon scope, solution/services to be provided, and roles/responsibilities for the Project to be performed. This SOW is entered into as of the last date of signature below ("Effective Date") and is governed by the terms and conditions of the Master Services Agreement for Utility Service Demand Response Solution Services, dated December 18, 2013, as amended (collectively, the "Agreement'' ). Capitalized terms not defined in this SOW will have the same meaning as in the Agreement. The Parties also acknowledge there is a separate additional scope of work for certain 2019 activities (Scope of Work dated November 28, 2018, or the "Main SOW', to be executed by the Parties in the future). Should any conflict or inconsistency arise. the order of precedence shall be, as it relates to the work being completed under this SOW: The Agreement The 2019 Main SOW This statement of work and its attachments Term. The term of this SOW will commence on the Effective Date and end on December 31, 2020 (the "Initial Term") . Ft. Collins may extend this SOW for successive periods of one (1) year each ("Renewal Term"), by providing not less than sixty (60) days' written notice to Itron before the conclusion of the Initial Term or any Renewal Term. In the event the Agreement is not renewed and expires on December 31, 2019, This SOW shall be terminated effective December 31, 2019 unless the Parties otherwise mutually agree in writing. 1.1. Definitions To facilitate review, the abbreviations and acronyms used herein this SOW are defined below: Term Definition BYOT participant A Ft. Collins end customer with an eligible Nest or Honeywell thermostat that has enrolled as an active demand response (DR) program with Ft. Collins. BYOT Thermostat An eligible Nest or Honeywell thermostat that has already been purchased, installed, registered and enrolled by Ft. Collins end customers and can be dispatched by the BYOT Software. BYOT Software BYOT - Any Nest thermostat, Honeywell Total Connect Comfort thermostat or Honeywell Lyric thermostat that has already been purchased, installed and registered by Ft. Collins end customers and can be dispatched by the lntelliSOURCE-CONNECT™ module. - BYOT Software - The lntelliSOURCE-CONNECT™ Module to support Bring Your Own Device integrations as defined in Schedule A2 (Support and Maintenance Services) of the Agreement. BYOT program Peak Partners Bring Your Own Thermostat program DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 Fort Cttyof Collins 2. Scope of Work 2.1. Introduction Itron will deliver Bring Your Own Thermostat (BYOT), as part of the Peak Partners Program, that will allow 180 Ft. Collins end customers to participate in a demand response program utilizing their BYOT Thermostats, a 90- thermostat threshold for each vendor. BYOT participants will receive incentives in exchange for reducing central air conditioning load during control season. Marketing activities and the ability to enroll will cease once the expected number of BYOT Thermostats have been enrolled in the BYOT Software. 2.2. Expected Features of BYOT • 90 Nest Thermostat participants • 90 Honeywell Thermostat participants • Ft. Collins Peak Partner branded enrollment site 2.3. Implementation 2.3.1. Itron responsibilities • Track and manage risks and provide, as necessary, updates of the risks to Ft. Collins. • Coordinate with the thermostat vendors Nest and Honeywell. • Schedule and perform required updates and configurations to BYOT Software UAT and production environments. • Implement the BYOT products and services in UAT and production as required. • Creation of script to retrieve Nest data files and immediately transfer to Ft. Collins. • Work with Ft. Collins on configuration and branding for enrollment site. • Work with Ft. Collins on configuration for BYOT Software including rate contracts and rate strategy. • Coordinate testing with Ft. Collins on BYOT Software UAT prior to go-live. 2.3.2. Ft. Collins Responsibilities • Work with Itron on configuration and branding for enrollment site. Estimated time to completion is 3- 4 weeks. • Creation of secure folder for transfer of Nest data and coordination for purposes of automation . • Coordinate with Itron Marketing for Nest and Honeywell email content. Each manufacturer will have a standard format but allows some customization that requires Fort Collins Utility's assistance. 2.4. Hardware BYOT participants own and are responsible for BYOT Thermostats that they purchase and install. Any on- premise service work or remote technical support unrelated to demand response that relates to installation or DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 Fort City of Collins equipment malfunction, warrantees and/or repairs will not be performed by Itron and are not included within the scope of this SOW. 2.5. Marketing and General, Flow-Down Provisions Itron will deliver products and services for this BYOT program subject to the flow-down terms in Attachments 1 and 2 to this SOW. Nest. Nest will send an email to Nest thermostat owners in the Ft. Collins territory with a link to the Itron enrollment site. Marketing activities and the ability to enroll will cease once the expected number of BYOT Thermostats have been enrolled. Itron marketing is strictly limited to coordinating email content between the thermostat vendors, Nest and Honeywell, and Ft. Collins. Honeywell. Honeywell will send an email to Honeywell thermostat owners in the Ft. Collins territory with a link to the Itron enrollment site. Marketing activities and the ability to enroll will cease once the expected number of BYOT Thermostats have been enrolled. Itron marketing is strictly limited to coordinating email content between the thermostat vendors, Nest and Honeywell, and Ft. Collins. General. Requirements for Ft. Collins end customer to be eligible for the program: • Ft. Collins Light and Power end customer • Residential single-family home participant type only. At the sole decision of Ft. Collins, this restriction may be lifted. • Home must contain central heat ventilation and air conditioning (HVAC) . Window air conditioning units are not eligible for this Project. • Must have an eligible BYOT Thermostat as defined in Section 1.1. • Must participate in events to the extent that Ft. Collins defines as acceptable. End customers may be removed due to either excessive opt-outs or persistent disconnection from Wi-Fi (greater than th irty (30) days). • Ft Collins end customers already enrolled in Peak Partners program are not eligible to enroll in this BYOT program unless it is a water heater-only end customer. At the sole decision of Ft. Collins, this restriction may be lifted. • End customer must have working secure wireless Internet connectivity (Wi-Fi) in the home. • If the end customer lives in an electric heated home, no demand limiter can be installed in the house. • End Customer must have a standard electric meter (no daily/ monthly reads) . Incentives • BYOT participants with a BYOT Thermostat will receive a $75 upfront enrollment incentive and a $25 annual incentive per participant. • If a BYOT participant drops out of the BYOT program before the end of the control season (season ends annually on September 301 h) of any BYOT year, the annual incentive will not be paid. DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC489D22A47 Fort Cityof Collins • Itron will be responsible for both upfront and annual inventive payments to the BYOT participants. • Itron will determine incentive eligibility for each BYOT participant. • Enrollment incentives will be paid within thirty {30) days after the month of enrollment. • Annual incentives will be paid within sixty (60) days of control season ending at a rate of $25 per participant per season. • Total enrollments over the term of this SOW Project will be subtracted from the Ft. Collins prorated threshold (180 customers at the time of this SOW and any additional added the earlier of 1) termination of the SOW; or expiration of the SOW on December 31, 2020). Any enrollments not achieved and/or, incentives paid by Ft. Collins will be refunded in the amount of $100 per end customer for shortfalls in enrollments and $25 incentive (per year) . End customers who enroll and then unenroll before end of the SOW term will be counted as achieved enrollments, however any annual incentives not dispersed will be refunded to Ft. Collins. 2.6. Customer Support Itron customer support will be provided through email support only for the the BYOT program. There will not be a dedicated call center for the BYOT program. 2. 7. Pricing 2.7.1. Pricing and Invoicing Bring Your Own Thermostat -Assumes 90 Honeywell & 90 Nest Thermostats Email-based customer support Incentive Processing Startup Marketing Vendor Fees Software & Hosting (SaaS) Customer Incentives Total Notes and Assumptions 1. No additional program management costs. $17,482.55 $3,924.31 $40,166.67 $21 ,307.69 $25,212.50 $10,540.40 $22,500.00 $141,134.09 2. Assumes Fort Collins Utility's lntelliSOURCE Saas Agreement is in place. This pricing is incremental in addition to the existing program. Should the Agreement be terminated, this pricing will no longer be valid. 3. Pricing above assumes 90 harvested Honeywell & 90 harvested Nest thermostats. 4. Incentives of $75 per device upon enrollment, $25 per device recurring annually. 5. No churn replacement costs. 6. Limited marketing - email, website update, and maintenance of BYOT website 7. Cannot guarantee full participation. 8. Email-only customer service - no dedicated call center for BYOT program. 9. Includes incentive processing (checks) . 10. No Measurement and Verification ("M&V') - Itron will pass on data from Honeywell and Nest. DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 11. Pricing valid through Initial Term. 2.7.2. BYOT Pricing Breakdown Per Device This fee structure applies for purchases beyond the initial ninety (90) thermostats for each thermostat manufacturer. Thermostat Vendor Fees Nest Honeywell Notes and Assumptions: Enrollment Fee (per thermostat) $0.00 $41 .25 Annual Data Access Fee (per thermostat per year) $25.00 $25.00 Incentive Saas Fee (per Processing thermostat per (per check year) issued) $29.28 $1.70 $29.28 $1.70 1. Should Ft. Collins elect to include more thermostats in the BYOT program (above the initial quantities of 90 Nest and 90 Honeywell thermostats as outlined in this SOW), the above pricing will be applied to each additional thermostat. 2. Enrollment fee is a one-time payable upon device enrollment in the program. 3. Data access fee is a recurring annual fee per device enrolled in the program Ft. Collins will pay in lump sum for a defined threshold of end customers with each thermostat manufacturer. The fees described in this SOW cover all annual and monthly enrollment and access fees for this SOW's term. Any additional thermostats added to the Peak Partners program will be billed to Ft. Collins in this way, a lump sum pre-payment of all fees and incentives for the duration of the term. 4. Incentive processing is payable per incentive check issued. 5. All other monthly Saas fees are being combined into a single upfront payment to cover the added applicable lntelliSOURCE modules included in this SOW through 2020. 6. Applicable incentives are not reflected in above pricing. 7. Pricing valid through Initial Term. 2.8. Schedule Itron will implement the BYOT program within eight (8) weeks of the Effective Date based on the following assumptions: 1. Enrollment site qualifying questions are defined, set up, and tested within two (2) weeks of the Effective Date. 2. The overall BYOT program feature testing on UAT will take two (2) weeks. DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 IN WITNESS WHEREOF, the Parties have caused this SOW to be executed by their duly authorized representatives. THE CITY OF FORT COLLINS, COLORADO By: c}, ff·~ull B4ASCFAS6Ab496. . Name: Jeff Mihelich Title : Deputy City Manager 1/11/2019 SIGNATURES ITRON, INC. ~ DocuSlgned by: By: - -->,,=~";"1' !!>t'.4213l~AA~~c::,9e111,1m 1<0!!?1c4A~Or- ... --------- RO en: 1-arrow Name: ______________ _ Title : __ v_P_T_r_e_a_s_u_ry _________ _ Date: _______________ _ 12/31/2018 Date: _______________ _ Approved as to Form ~~~~26/2018 Cyril Vicfe~gar, Assistant City Attorney II AlTEST: City ~ Cler: "' IV~ DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 Fort Cltyof Collins Attachment 1 - Honeywell Flow-Down Terms Program Overview 1.1. NAME OF UTILITY COMPANY: Fort Collins Utilities 1.2. In referring to "Honeywell" in this agreement, this includes any subsidiaries of Honeywell including but not limited to Ademco and Residio. 1.3. TERM OF PROGRAM: The term of Itron's agreement with Fort Collins Utilities runs through December 31 , 2020, except as may be mutually extended or terminated by the parties in accordance with its terms and conditions. 1.4. DEMAND RESPONSE PROGRAM AND CUSTOMER INCENTIVES 1.4.1. Incentives: • Up-front incentive per participant: $75 • Annual recurring incentive per participant: $25 1.4.2.Customer Eligibility: • Open to residential and small business rates. • Participants must have central air conditioner or heat pump. • Participants must have broadband internet with available secure WiFi. • Participants must have control of thermostat. o The following f-loneywell thermostat model numbers are eligible to participate in Peak Partners BYOT: Retail Channel Eligible Model Numbers: • RTH9585WF, RCHT8612WF, TH6320WF2003, TH6220WF2006, RCH9310WF, RTH8580WF, TH9320WFV6007, TH9320WF5003 , RTH9580WF, RTH8560D, RTH8560DI002, RTH6580WF, TH8321WFIOOI • All Wi-Fi enabled models o Trade Channel Eligible Model Numbers: • TH6320WF2003 , TH8732WFH5002, TH8321 WFIOOI/U, TH6320WF1005, TH6320UIOOO, TH6220Dl028, TH6220DI002, TH61 IOD1021 , TH6110Dl005, TH6320R I 004 • All Wi-Fi enabled models, Redlink and Prestige enabled devices are not listed here as they are not DR-compatible. 1.4.3. Demand Response or Program Events • Fort Collins Utilities or Platte River Authority may dispatch demand response events on summer days using the lntelliSOURCE-CONNECT module. Events may also be dispatched on the day ahead based on criteria defined by either Fort Collins Utilities or applicable sublicensees. • Dispatch hours are 2-7 PM (including holidays and weekends) during the timeframe of May 15th - September 15th • Only participants within the relevant operating companies will be called to participate in active DR events under this load forecast trigger. • There will be a maximum of forty (40) hours of dispatch per summer. • Itron and Fort Collins Utilities will mutually develop a dispatch plan. Participants may opt out ofno more than two (2) demand response events in each year. DocuSign Envelope ID: 8251FB90-2EBC-4F4F-9F09-2FC4B9D22A47 Cltyof Fort Collins 1.5. RESPECTIVE PARTY OBLIGATIONS • Honeywell will market Fort Collins Utilities BYOT programs to identified potential customers through Honeywell digital tools such as the app, email or push communications using only Fort Collins Utilities-approved messaging. • Itron and Fort Collins Utilities will provide Honeywell with email and message templates or content approved by Fort Collins Utilities for the purpose of marketing to the existing installed base of devices and to potential new device owners. • Itron or Honeywell will not conduct any marketing of the applicable programs (even with respect to the pre-approved email and message templates referenced above) to potential customers without first having conferred with Fort Collins Utilities and receiving its approval to proceed • Itron will provide a co-branded enrollment portal to which Honeywell will direct potential customers in order to enroll in the applicable program. This portal will be consistent with Honeywell branding guidelines and standards. • Honeywell will implement and support the necessary technical tools to allow Itron and Fort Collins Utilities to enroll customers in the programs, and to dispatch them for events, as outlined by Honeywell ' s enrollment process and APis. • Honeywell device data will be provided by Itron in the form of daily overnight flat files (csv files) in a time series format with 5-min interval including: Fort Collins Utilities service account number, thermostat unique identifier (serial number), thermostat model, timestamp, thermostat setpoint, thermostat mode (heat/off/cool), cumulative heat runtime since last timestamp, cumulative cool runtime since last timestamp, indoor temperature, True/False flag for a "Conservation Event". DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 1. 1.1 1.2 1.3 1.4 1.5 1.6 2. 2.1 Attachment 2 - Nest Flow-Down Terms Fort City of Collins ~ Definitions. Solely for purposes of this Exhibit, the terms defined in this Exhibit 2 will have the meanings set forth below. "API Materials" means the Rush Hour Rewards application programming interfaces (APls") and any associated documentation, as well as any updates or upgrades to such APls or documentation, if any, provided to Itron by Nest. "Company Utility Partner" means Fort Collins Utilities or Platte River Power Authority "Critical RHR Event" means an RHR Event declared by the Company Utility Partner when (A) the Company Utility Partner determines in its reasonable discretion that a system-wide or native load disruption may occur, and (B) the Company Utility Partner's standard procedures would require the Company Utility Partner to dispatch all available demand response resources. "Eligible Product" means a Product that (A) is installed at an End User's service address; (B) is linked to the End User's Nest account; (C) is connected to a central air conditioning; (D) is connected to a Wi-Fi internet connection sufficient for the collection by Nest of relevant thermostat data; and (E) has the necessary software version running on the End User's Product. "Product" means a Nest thermostat Product compatible with the applicable Program, including but not limited to the Nest Learning Thermostat and the Nest Thermostat E. All Nest thermostat models (including the 3rd Generation Nest Learning Thermostat) are compatible with the applicable Program. "Program" means the Rush Hour Rewards Program provided. Services. Nest will provide the following Services to Itron : Rush Hour Rewards. (A) Scope. Nest will provide an electric cooling demand response solution that will provide Itron with the means to schedule and conduct up to 4-hour demand response events when scheduled by Company Utility Partner, called the Rush Hour Rewards Program. A 5-hour event can be performed upon request at Nest's discretion. (B) Recruitment of Customers. Nest, Itron, and Company Utility Partner will use commercially reasonable efforts to recruit End Users that wish to participate in the Program. To evidence the End User's participation in the Program, the End User will enter into the Rush Hour Rewards Program Agreement, a form of which is attached as Exhibit A to this Exhibit 2 ("RHR Program Agreement") . (C) Eligibility. Nest eligibility parameters will include, but are not limited to: (1) the creation of a Nest account linked to the End User's Product; (2) the presence of an air conditioning unit connected to the End User's Product; (3) a Wi-Fi internet connection sufficient for the Rush Hour Rewards Program; (4) the necessary software version running on the End User's Product; and (5) the End User's execution of the RHR Program Agreement. (D) Rush Hour Rewards Program Enrollment. The Parties will agree upon (1) the information that an End User must provide to enroll in the Program, which may include the Company Utility Partner service account number for the residence in which the Product has been installed, the name of the service account holder, and the service address; and (2) the method of validating eligibility of DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC489D22A47 (E) Fort Otyof Collins End Users, which may include Nest capturing information and transmitting it to Itron for validation via an established API connection. The Parties will agree upon the method of capturing this information for validation in connection with the Program enrollment process. End Users that have been validated will then be considered part of the Program until such time as (1) they are no longer eligible for pa rticipation in the Program, (2) they request their removal from the Program or (3) their participation in the Program is terminated by Nest or Itron in accordance with the Program terms. The accounts of End Users that have been validated and are considered part of the Program are referred to as "RHR Participating Accounts". A list of "RHR Participant Accounts" addresses will be provided at least on a monthly basis. M&V Reporting. Nest will provide the following support for Company Utility Partner's measurement and verification activities: (F) Nest will provide the following support for Company Utility Partner's measurement and verification activities: (1) M&V Data. Nest will provide thermostat data for Eligible Products to support Company Utility Partner's measurement and verification activities ("M&V Data"). Nest will provide M&V Data for a period mutually agreed by the Parties in good faith. The Parties will also discuss in good faith and agree upon the scope of the M&V Data, which may include the following in fifteen (15)-minute intervals (but will not include end customer names and addresses): (i) Run time minutes for each HVAC stage (each stage of heating and cooling and aux heat); (ii) Representative executed (actual) setpoint temperatures; (iii) Representative indoor temperatures; (iv) Adjustments during RHR events; (v) Unique Thermostat Product identifier; (vi) HVAC type based on wiring; and/or (vii) Number of Products per structure (2) Itron will provide this raw data to Fort Collins at a minimum of once per month in the form provided by Nest. Fort Collins must provide a secure file transfer destination for the data and provide a reasonable effort to assist in the automation process. Exhibit C includes a list of data fields included in the report. By mutual agreement other data fields can be added or removed from the report. (3) Aggregated or Anonymized Data. For the avoidance of doubt, the M&V Data will only include anonymized data and no personally identifiable information. The parties will cooperate in good faith to determine the level of aggregation appropriate to meet Company Utility Partner's evaluation needs while complying with each party's privacy policies and statements and applicable laws and regulations. (4) Nest Right to Review. Upon written request from Nest and at least two weeks prior to the release of any public report or analysis that uses the M&V Data, Itron will, or will have Company Utility Partner, provide Nest with a pre-release copy for review. Nest will not have the right to stop the release of the public report or analysis study. DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC489D22A47 (G) C~of Fort Collins RHR Participating Account Compensation . Itron will ensure that RHR Participating Accounts for enrollment and for ongoing participation in the Rush Hour Rewards Program as follows (whether by Itron directly or by Company Utility Partner) : (1) Enrollment Incentive. As End Users are validated and converted to RHR Participating Accounts, Itron or Company Utility Partner will initiate a process of sending a check in the amount of at least $50.00 ("Enrollment Incentive") . RHR Participating Accounts will receive Enrollment Incentives no more than thirty (30) business days following enrollment. (2) Participation Incentives. In addition, RHR Participating Accounts will be eligible for ongoing payments ("Participation Incentives") from Itron or Company Utility Partner so long as they remain RHR Participating Accounts. Pa rticipation Incentives provided by Itron or Company Utility Partner will be a flat seasonal payment of at least $25.00 per account. Participation Incentives will be paid by Itron or Company Utility Partner at the end of each Rush Hour Rewards Program season. DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 Exhibit A Form Rush Hour Rewards Program Agreement RUSH HOUR REWARDS PROGRAM AGREEMENT FOR FORT COLLINS UTILITIES CUSTOMERS Fo C tColllns of ~ Thank you for your interest in the Rush Hour Rewards Program, a service offered by Nest Labs, Inc. ("Nest"). Nest's Rush Hour Rewards Program allows you to participate in a program for residential customers offered by Fort Collins Utilities called "Peak Partners" using your Nest thermostat. As part of the Rush Hour Rewards Program, Nest's servers will remotely inform your Nest thermostat of the existence of a Fort Collins Utilities Peak Partners "Conservation Event" event, causing the Nest thermostat automatically to change the temperature setpoint in your home on that day without any manual intervention by you. At any time that you desire, you may override this temperature setpoint simply by turning your Nest thermostat to a different temperature or using the Nest website or mobile application. Your agreement to these terms ("Agreement") gives Nest permission to access and use your energy usage and billing information, to enable the Rush Hour Rewards Program and for Fort Collins Utilities to enroll you in Peak Partners, pursuant to the terms and conditions below. Any additional Nest thermostats installed at your FCU service address will be automatically enrolled in the Rush Hour Rewards Program. Nest will administer the Rush Hour Rewards Program in accordance with the Nest Terms of Service, privacy policies and other policies on Nest's website (http://www.nest.com/legal) and applicable laws and regulations. Eligibility Requirements The Rush Hour Rewards Program is available to Fort Collins Utilities residential electric customers who meet certain eligibility requirements. In order to participate, you must: (1) be a Fort Collins Utilities residential electric service account holder; (2) have an 802.11 wireless network at the Fort Collins Utilities service address; (3) have an active Nest account linked to your Nest thermostat; and (4) agree to the terms and conditions set forth in this Agreement. In addition, in order to participate in the Rush Hour Rewards Program, you must have an installed, operable Nest thermostat controlling an air conditioning unit, at your Fort Collins Utilities service address. lncentive(s) Fort Collins Utilities account holders are eligible to earn incentive payments or other rewards ("Incentives") for enrolling and/or continued enrollment in Peak Partners. Incentives will be provided pursuant to the applicable Fort Collins Utilities offer and the automatic enrollment of additional Nest thermostats may not result in additional Incentives. The Incentives are provided solely by Fort Collins Utilities. Nest bears no responsibility for the Incentives. You acknowledge that Nest is facilitating your ability to earn Incentives, but Nest is not providing you any compensation or other financial benefit, and your permissions to Nest are not contingent on receipt or amount of the Incentives. Nest makes no promise of any specific Incentive amount. Fort Collins Utilities reserves the right to seek further information to verify your eligibility for the Incentives. Agreement By submitting this Agreement, you agree that: Nest will share certain information (including, but not limited to, your name, email address, service address Fort Collins Utilities account number, Nest thermostat serial number, activation date, Nest account status, runtime data, set-points, and related details) with Fort Collins Utilities and/or its third party contractors or agents to verify that you are eligible to participate in the Rush Hour Rewards Program, implement the Rush Hour Rewards Program, and to evaluate the comprehensive energy impact of the Nest thermostat and other Nest products and services. In addition, Nest will share with Fort Collins Utilities your decision to opt out of Peak Partners or your deletion of your Nest account, each of which will automatically result in the termination of your enrollment in Peak Partners. DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 The information you have provided as part of this Agreement is truthful and you meet the minimum eligibility requirements. Nest or Fort Collins Utilities may terminate this Agreement and not enroll you , or terminate your enrollment, in the Rush Hour Rewards Program if you are not truthful in the information you submit as part of this Agreement, if you do not satisfy eligibility requirements, or for any other reason. You are using Nest's Rush Hour Rewards Program on a voluntary basis. You agree to participate in the Rush Hour Rewards Program in accordance with the Nest Terms of Service, privacy policies and other policies on Nest's website (http://www.nest.com/legal) and applicable laws and regulations. You release and hold harmless Nest and Fort Collins Utilities from any liability, claim, demand, cause of action, damage or expense resulting from your participation in the Rush Hour Rewards Program. This Agreement is effective upon your submitting this Agreement and will continue until you or Nest cancels your participation. You may cancel participation at any time during the program by calling Nest at (855) 469-6378. DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 Fort Cltyof Collins Exhibit B Rush Hour Rewards Event and Notification Parameters 1. Standard RHR Event and Notification Parameters. The RHR Events and notifications thereof to Nest must satisfy, or are limited to, as applicable, the following parameters: a. Window for Events. An RHR Event must start no earlier than 2:00 PM and finish no later than 7:00 PM local time at the event durations set out below. RHR Events may be dispatched to start at 5-minute intervals (:00, :05, :10, etc.) during this window of time; b. C. d. Event Duration. No less than I hour and no more than 4 hours from the commencement of the relevant RHR Event, not including pre-cooling; Advance Notification to Nest. Company must notify Nest in the Energy Partner Portal or via Nest ' s Dispatch APis of the RHR Event by no fewer than 2 hours prior to the load reduction part of the RHR Event (i.e., I hour prior to pre-cooling), or, for RHR Events without pre-cooling, no fewer than 20 minutes prior to the load reduction part of the RHR Event; Available days. The months of May 151 h through September 15th; including holidays and weekends. e. Events Per Day. Up to I RHR Event per day for each service address of an RHR Participating Account; f. Events Per Summer Season. Up to 20 RHR Events per summer season for each service address of an RHR Participating Account; and g. Customer Control. End Users will retain the ability to change the temperature settings on the Product at all times. 2 . Critical RHR Events. a. For purposes of this Exhibit B, "Critical RHR Event" means an RHR Event declared by Company when (i) Company determines in its reasonable discretion that a system-wide or native load disruption may occur, and (ii) Company's standard procedures would require Company to dispatch all available demand response resources. b. Critical RHR Events and notifications thereof to Nest must satisfy, or are limited to, as applicable, the following parameters: (i) Window for Events. A Critical RHR Event can be scheduled at any time of day; (ii) Event Duration. No more than 4 hours from the commencement of the relevant Critical RHR Event; (iii) (iv) Advance Notification to Nest. Company must notify Nest in the Energy Partner Portal or via the Dispatch AP Is of the Critical RHR Event no less than I 0 minutes prior to the load reduction part of the Critical RHR Event; Available Days. Any day of the week (including weekends) during the months of May through October; (v) Events Per Day. Up to I Critical RHR Event per day for each service address of an RHR DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 Fon Cttyof Collins Participating Account; and (vi) Customer Control. End Users will retain the ability to change the temperature settings on the Product at all times. DocU'Sign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 Fort City of Collins Exhibit C Data Fields Sample for M&V Report in RHR Program (1) The Table below includes a list of data fields -and their descriptions- which will be part in the M&V report. By mutual agreement other data fields cou ld be added to the report. By mutual agreement, some data field could be removed from the report. Field Name alt_heat1_time alt_heat2_time aux_heat_time cool1_time cool2_time cool3_time cooling_target cooling_time customer _group device_id emer_heat_time fan_time heat1_time heat2_time heat3_time heating_target heating_time indoor_humidity indoor_temp interval_start off_time outdoor_humidity outdoor_ temp peak_achieved_participation preconditioning_achieved_participation range_time sched _cooling_ target sched _ heating_target Description Seconds of stage 1 heating Seconds of runtime of auxiliary heat. Note that when auxiliary heat is running, heat1 or another heating stage is typically running and BOTH categories will record runtime. Meaning if aux heat and heat1 both run during a 60s interval, both will return a value of 60s. Seconds of runtime of stage 1 cooling Seconds of runtime of stage 2 cooling Seconds of runtime of stage 3 cooling Average actual cooling setpoint Sum of time spent in cooling mode Partner-defined Group Name Anonymized device ID, stable throughout the season seconds of runtime for emergency heat Seconds of runtime for fan , regardless of reason seconds of runtime for heat1 seconds of runtime for heat2 seconds of runtime for heat3 Average heating target temperature Total unique seconds in the interval for which heating was running. Average indoor relative humidity percent Average indoor temperature Interval start timestamp (interval includes start) Seconds in off mode DocuSign Envelope ID: 8251 FB90-2EBC-4F4F-9F09-2FC4B9D22A47 stop_reason structure_id total_cool_runtime Cltyof Fort Collins Device stop reason; null if device did not receive event; See list of reasons below Anonymized structure ID, stable throughout season Sum of cooling runtime Average outdoor relative humidity percent, based on customer/installer-input postal code Average outdoor temperature , based on customer/installer-input postal code Seconds of time device participated during the peak period of the event Seconds of time that the device participated in the preconditioning period of the event Sum of time spent in range mode Average scheduled cooling setpoint Average scheduled heating setpoint