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Proposal Date December 2, 200? Account No. 730042347 Rate Schedule 21/111 Tariff _90 X 190 Contract No. !,!D::J-1u1d.55,_,2,__ _ Application No. _ __,1Ð8_,_60,2, _ Name City of Moscow Address 206 East Third Street City State Zip Moscow, Idaho 83843 Project Pool Cover CAR# ÑI6Ò4Ó0Ô40Õ-------------- A VISTA Corporation dba A VISTA Utilities ENERGY EFFICIENCY AGREEMENT THIS AGREEMENT, dated as of January 22, 2003 , >ZOOa, is entered into by and between A VISTA Corporation doing business as A VISTA Utilities, a corporation, organized and existing under the laws of the State of Washington (hereinafter called "A VISTA"), and CITY OF MOSCOW, an A VISTA customer located at 206 East Tbird Street in the City of Moscow, Latah County, Idaho (hereinafter called "Customer"). WITNESSETH: WHEREAS, Customer is the owner and/or operator of a facility served by A VISTA with electric and/or natural gas service, and desires to replace and/or upgrade existing equipment in use at Customer's facility located at City Pool, 830 Nortb Mountain View Road in the City of Moscow, Idaho (hereafter referred to as "Facility"); and WHEREAS, A VISTA has initiated an "Energy Efficiency Program", approved by the Washington Utilities and Transportation Commission and the Idaho Public Utilities Commission (hereinafter called "State Commissions") under tariff Schedule 90 and tariff Schedule 190, for the acquisition of electric and natural gas energy resource savings through investments in improvements in the efficiency of electric and natural gas equipment and processes owned and operated by customers of A VISTA; and WHEREAS, Customer and A VISTA desire to enter into an agreement for the implementation of energy efficiency measure(s) in the Facility(s) as set forth herein. NOW, THEREFORE, in consideration of the covenants and agreements herein contained, it is agreed: Term of Agreement. This Agreement shall become effective on the date first written above and shall remain in effect for a term of five years commencing on the date that the installation of the energy efficiency improvement measures ("Measures") described in Section 3 herein have been completed and verified by A VISTA, as set forth in Section 4 herein; provided, however, if Customer fails to complete installation of such Measures by December 2, 2003 this Agreement shall be terminated and all obligations of A VISTA set forth herein shall be waived. 2. Term of Offer. The Energy Efficiency Payment offered to Customer, as outlined in Section 5 below, is valid for acceptance by Customer for a period of thirty (30) days from the Proposal Date indicated above, with such acceptance acknowledged by Customer's signature below. Failure of Customer to return the signed original of this Agreement by such deadline shall result in the Energy Efficiency Payment offer to be considered null and void. Page I of 5 2003-or; ---PAGE BREAK--- 3. Installation of Energy Efficiency Improvement Measures. Customer shall install and maintain the Measures (hereinafter referred to as "Equipment") at the Facility(s) as described in the attached Schedule A. All existing equipment removed and replaced hereunder shall, at the Customer's expense, be permanently disabled, sold for scrap, and/or removed from the Facility(s). Customer assumes all responsibility to dispose of all equipment and material removed hereunder in accordance with applicable law. 4. Equipment Selection, Operation and Maintenance. The selection, purchase, and installation of the Equipment described in Section 3 herein shall be the sole responsibility of the Customer, provided that the Equipment selected and installed hereunder complies with the electric and/or natural gas energy resource savings recommendations in the analysis prepared by A VISTA, or its representative. It is understood and agreed that any A VISTA evaluation and/or analysis of the Equipment is for the sole purpose of determining Customer's eligibility for A VISTA's Energy Efficiency program. A VISTA MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, IMPLIED OR EXPRESS WARRANTIES (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND SHALL NOT BE RESPONSIBLE FOR ANY REPRESENTATION OR PROMISE WITH RESPECT TO THE EQUIPMENT, MATERIALS, OR LABOR REQUIRED FOR THE INSTALLATION OF THE EQUIPMENT, OR THE COST OF SUCH EQUIPMENT, MATERIALS, AND LABOR, OR ANY ENERGY SAVINGS THAT MAY ACCRUE FROM THE INSTALLATION OF SUCH EQUIPMENT. Any required maintenance, repair or replacement of the Equipment installed hereunder shall be the sole responsibility of and at the expense of the Customer. In the event that any of the Equipment installed hereunder becomes defective or fails to operate properly, and such defect or failure to operate cannot be repaired, Customer agrees to replace such Equipment with Replacement Equipment that provides equal or higher electric and/or natural gas energy resource savings, and performs in a manner consistent with recommendations in the analysis by A VISTA as set forth in Section 3 herein. 5. Energy Efficiency Payment. A. The Estimated Energy Efficiency Payment analysis, attached hereto and incorporated herein as "Schedule shall be performed by A VISTA. The Estimated Energy Efficiency Payment shall be calculated by dividing the estimated Equipment installation costs for the project by the estimated energy cost savings. However, the Estimated Energy Efficiency Payment calculated herein shall be subject to adjustment, either upward or downward, as described below in Section 5.B, to determine the actual Energy Efficiency Payment owed to Customer under this Agreement. B. Upon completion of the installation of the Equipment contemplated herein, Customer shall provide documentation, acceptable to A VISTA, detailing: I) the actual Equipment installed to enable A VISTA to verify and/or recalculate the energy (kWh/therm) savings hereunder, and 2) the purchase and installation cost of such Equipment. In the event A VISTA determines that the actual installed cost of the Equipment, as submitted by Customer, is uuacceptable, A VISTA shall have the right to establish the acceptable installation costs to calculate the actual Energy Efficiency Payment applicable hereunder. Upon A VISTA's receipt, approval and acceptance of Customer's documentation, A VISTA shall calculate the Energy Efficiency Payment in conformance with A VISTA's Schedule 90 and 190 tariffs, by dividing the actual installed costs of the project by the actual energy cost savings per year to determine the simple pay-back period and resulting Incentive Level reflected on Schedule 901190. The Incentive Level resulting from this calculation shall be applied to the Customer's first-year kWh savings to determine the actual Energy Efficiency Payment Page 2 of 5 ---PAGE BREAK--- applicable hereunder. Such Energy Efficiency Payment shall be the LESSER OF the calculation described herein, or fifty percent (50%) of the actual A VISTA-approved installation costs. In no event will the actual Energy Efficiency Payment owed to Customer under this Agreement exceed fifty percent (50%) of the actual A VISTA-approved project costs. C. The method of disbursement of the Energy Efficiency Payment calcnlated hereunder shall be at A VISTA's sole discretion, which may include, but not be limited to, cash payments or offsets to Customer's energy bills, and such disbursements by A VISTA shall commence no earlier than Quarter 2004. D. Customer shall be responsible for payment of any applicable federal, state or local income and corporate tax liability associated with such A VISTA payment, and shall indemnify, defend and hold A VISTA harmless with respect thereto. E. The calculation of the actual Energy Efficiency Payment applicable hereunder is based on the simple payback of the project prior to the application of the incentive level, in accordance with Rate Schedule 90. F. The Energy Efficiency Payments calculated herein shall be determined solely by A VISTA, and such determinations are considered to be final. G. AVISTA may, at its option, during reasonable hours, inspect the Equipment following installation to verify Equipment installation. 6. Energy Efficiency Payment Refund. In the event that, during the term of this Agreement, Customer: closes and/or sells its Facility(s); discontinues purchasing electric and/or natural gas service from A VISTA such that Customer forfeits its eligibility under the provisions of A VISTA's Schedule 90 and 190 tariffs; or fails to properly operate, maintain or replace the Equipment as set forth herein, Customer agrees to refund to A VISTA the portion of the Energy Efficiency Payment, calculated on a pro-rata basis, for the period of time during the term hereof that Customer fails to provide the anticipated energy savings, unless Customer's obligations have been assigned, as specified in Section 10 hereto, with the prior written approval of A VISTA 7. Inspection of Facilities. A VISTA shall be permitted to inspect the Facilities and Equipment on reasonable notice and at reasonable hours for the sole purpose of verifying Customer's compliance with its performance obligations under this Agreement, including continued operation of the Equipment contemplated herein. A VISTA shall also have the right to install and maintain sub-metering equipment and shall be furnished reasonable access to sub-metering devices for meter reading purposes. This provision shall not impose upon A VISTA any obligation to perform any inspection, and is not intended to substitute for or relieve Customer of any responsibility or duty relating to the purchase, design, installation, operation or maintenance of the Equipment. 8. GHG Credits. In consideration for the Energy Efficiency Payment made or to be made by A VISTA to Customer hereunder, Customer hereby assigns to A VISTA any and all potential GHG Credits, as hereinafter defined, that would accrue as a result of the energy efficiency measures contemplated herein. Customer agrees to cooperate with A VISTA and to provide any documentation reasonably necessary in support of A VISTA's application for, enforcement of, or sale of GHG Credits assigned hereunder. Such grant includes the right to accumulate or sell to Page 3 of 5 ---PAGE BREAK--- third parties any such GHG Credits. As used herein, GHG Credits means any notional or actual credit or acknowledgement for reducing the emissions of Greenhouse Gases. Greenhouse Gases include Carbon Dioxide (C02) and any other emissions resulting from the burning of fossil fuels. 9. Compliance with Laws. Customer represents and warrants that Customer, its agents and employees, and any subcontractor it may retain to install or maintain the Equipment, are familiar with, and at all times will comply with all applicable federal, state and local laws, codes, ordinances, rules and regulations pertaining to the installation, maintenance, operation and use of the Equipment. 10. Disclaimer and Indemnity. Customer acknowledges and agrees that it is voluntarily participating in this Energy Efficiency Program; that A VISTA is providing funding and analysis, only; and that A VISTA assumes no liability for Customer's decision to enter into this Agreement, for the Measures selected by Customer, any third parties selected by Customer to install those Measures, or any disputes arising out of repair or replacement of the Equipment installed hereunder. Furthermore, as part of the consideration for this Agreement, Customer hereby releases and shall indemnify, hold harmless and defend A VISTA from any and all claims, losses, harm, costs, liabilities, damages and expenses (including attorneys' fees) of any nature whatsoever, or allegations thereof, arising directly or indirectly out of or in anyway pertaining this Agreement, except to the extent any claims, losses, etc., arise as a result of A VISTA's sole negligence. II. Assignment. This Agreement will inure to the benefit of and be binding upon the successors and assigns of the respective parties hereto. No assignment or transfer by either party hereunder shall be made without the prior written approval of the other party, except for a transfer to a parent, subsidiary, or affiliate of such party, or, with respect to A VISTA, to a successor in interest which acquires all or substantially all of the assets of A VISTA, and such approval shall not be unreasonably withheld. 12. Continued Availability. It is understood that the Energy Efficiency Payment described in Section 5 above is contingent upon continued funding availability through A VISTA's Schedule 90 and 190 tariffs applicable to the Equipment contemplated hereunder. 13. Venue. Any action at law or in equity to enforce the terms and conditions of this Agreement shall be brought in a court of competent jurisdiction where Customer's Facility(s) is located. 14. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the States of Washington or Idaho, depending on the location of Customer's Facility(s), excluding any choice of law rules that may direct the application of laws of another jurisdiction. 15. Amendment and Waiver. This Agreement contains all of the terms and conditions bearing upon the subject matter and shall not be modified or varied except by written agreement executed by each of the parties hereto through authorized representatives. If at any time the terms hereto are not strictly adhered to or enforced, such requirements shall not thereby be deemed waived or modified, but shall at all subsequent times and date be deemed in full force and effect. 16. Headings. The section headings in this Agreement are for convenience only and shall not be considered part of or used in the interpretation of this Agreement. 17. Attorney Fees. If any action is brought to enforce this Agreement, or in the event of any dispute arising hereunder, the prevailing party in such action shall be entitled, in addition to any other relief, an award of reasonable attorney's fees and costs incurred in such action. Page4 of 5 ---PAGE BREAK--- 18. Order of Precedence. This Agreement consists of the following documents which are listed in descending order of precedence and are attached and incorporated by reference: The Energy Efficiency Agreement, Supplement(s), Schedules and Exhibits. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by the respective officers hereto, duly authorized as of the date first above written. A VISTA Corporation dba AVIST")V!Jl2s ) h By: ¥ Title: _ Date: Federal Taxpayer ID Number Page 5 of 5 ---PAGE BREAK--- TA® Utilities Evaluation Report of Energy Efficiency Improvements for City of Moscow Swimming Pool 830 N. Mountain View Moscow, Idaho Evaluation Performed by: Mike Littrel Revised November 6, 2002 ---PAGE BREAK--- IMPORTANT NOTICE The purpose of this Energy Efficiency Improvement Evaluation Report is to give you an indication as to the viability of pursing an efficiency upgrade. The Customer Solutions Department of A VISTA Utilities is dedicated to making accurate predictions of potential energy savings. However, it should be noted that the potential energy saving, the estimated projects cost, as well as incentives offered by A VISTA Utilities, are ESTIMATES ONLY. Actual project engineering design recommendations may differ from those in AVISTA's report, and project labor and material cost will vary among vendors and contractors. A VISTA believes the attached report is a reasonable accurate representation of energy usage and opportunities in your facility. However, because of the limited scope of our visits, AVISTA UTILITIES CANNOT AND WILL NOT GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF THE INFORMATION CONTAINED IN THIS REPORT, NOR ASSUME ANY LIABILITY FOR DAMAGES RESULTING FROM THE USE OF ANY INFORMATION, EQUIPMENT, METHOD OR PROCESS DISCUSSED IN THIS REPORT. It is not recommended that you use the analysis or other information contained in this report for bid specifications or to compare vendors project costs. To protect the integrity of the bid process, you agree not to share this report with contractors or vendors. If you decide to proceed with a project, based on A VISTA Utilities analyze, you should consider contacting a design-engineering firm. Their recommendations may vary from that of A VISTA Utilities. Where it is appropriate the cost of engineering design can be included in the project costs and may be eligible for certain incentive offered by A VISTA Utilities. You will be selecting and working with contractors and vendors of your choice. A VISTA Utilities does not recommend specific contractors or vendors, nor will it supervise any implementation of energy efficiency projects. During the project and/or once the project is complete, A VISTA Utilities may conduct one or more site visits to verify the installed equipment, determine the appropriate incentives and measure energy savings. The purpose of any visit by an A VISTA representative is not to check on contractor or vendor work. In selecting a contractor of vendor, you should make sure the contractor or vendor is properly qualified, is licensed and bonded, has references and will perform work for you in a timely manner and in accordance with applicable codes and standards. Incentives are paid when the project is substantially complete, but require that an agreement between A vista Utilities and the customer be in place prior to ordering project materials. ---PAGE BREAK--- Option No. City of Moscow Swimming Pool Summary of Proposed Energy Efficiency Measures Listed in order of Simple Payback Brief EEM EEM Electric Demand Nat. Gas Energy Simple Potential Potential Description Cost kWh kW Therm Cost Payback Electric Nat. Gas Savings Savings Savings Savings before Incentive Incentive incentive Install $15.000 0 0 14,403 $9.839 1.5 years $0 insulating pool cover Scope of Work: The above incentives are based on a review of information provided by the City of Moscow and subsequent energy use analysis. An insulating pool cover will be purchased and utilized during hours when the pool is closed. Currently the pool does not have a cover. The facility is on A vista Utilities' electric rate schedule 11 and natural gas rate schedule 111. $7,500