Common use of Project Implementation Clause in Contracts

Project Implementation. 4.1 Project Sponsors will not have to complete a reservation process to perform installations. Projects can be submitted until the Project Sponsor cap is reached or all program funds have been used. Funds will be taken out of the program budget upon the submission of a project. Please note that when funds have run out in the program, there is no guarantee that Utility will be able to pay incentives on non-submitted projects. It is the sponsor’s responsibility to monitor the program budget and their project sponsor budget to determine if there are ample funds before implementing installations. . 4.2 Within forty-five (45) days of receipt of an invoice, SWEPCO shall complete an inspection of a statistically significant sample of the Measure installations at the Project Site. For Projects involving less than thirty (30) installations, SWEPCO may aggregate the Projects for purposes of inspection, provided, however, that Project Sponsor shall not be penalized for the inspection failure rate of another project sponsor. This inspection shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Energy Savings and Peak Demand Savings. If SWEPCO reasonably determines that the Measures at the Project Site(s) have been installed, tested and inspected to the extent required by SWEPCO and found to be capable of providing Peak Demand Savings and Energy Savings in material compliance with the Contract Documents, the invoice will be approved as submitted. As set forth in the SOP Manual, a Load Factor cap governs the total payment allowed, based on the ratio between demand and energy savings from a Project. If SWEPCO is unable to inspect Measure installations at the Project Site, those Measures may be counted as failures. 4.3 The Project Sponsor’s progress towards completing the Project shall be determined independently by SWEPCO, who will evaluate the inspected, installed Measures on a measure-by-measure basis to calculate an adjustment factor for Energy Savings and incentives. This adjustment factor will consider the ratio of savings of the Measures that pass the inspection to the total incentive per Measure tagged for inspection on the invoice. The adjustment factor will then be applied to the entire invoice amount for payment. Failure of the Project Sponsor to timely complete or report a Project shall constitute an Event of Default, and may, in SWEPCO’s discretion, result in disqualification of the Project. As described in the SOP Manual, SWEPCO may withhold or deny payment for Measures installed at Project sites to the extent that customer identification information is not provided or is incorrectly reported on the invoice. 4.4 SWEPCO’S PAYMENT OF INCENTIVE PAYMENT(S) TO PROJECT SPONSOR IS EXPRESSLY AND SPECIFICALLY CONDITIONED UPON SWEPCO RECEIVING ALL REQUIRED NOTICES, SUBMITTALS AND MATERIALS FROM PROJECT SPONSOR WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT. FAILURE BY PROJECT SPONSOR TO DELIVER ANY REQUIRED NOTICE, SUBMITTAL, OR MATERIAL WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

Project Implementation. 4.1 ‌ 5.1 Project Sponsor agrees on and after the Effective Date to use all reasonable efforts to implement the Project without undue delay and otherwise in accordance with the terms of the Contract Documents. 5.2 Measures shall be designed, constructed and installed in a good and workmanlike manner only with materials and equipment of appropriate quality, and, in any event, in accordance with Prudent Electrical Practices. 5.3 Project Sponsors will not have treating multiple Project Sites must complete and submit projects and all required documentation to complete TNMP in a reservation process to perform installationstimely manner. Projects can be submitted until If the Project Sponsor cap can submit the project data along with official TNMP forms of up to 20% of the budget. 5.4 Project Sponsor shall notify TNMP of homes that measures are to be installed by submitting the home information into the Work Schedule. Each project submitted into the Work Schedule is reached or all program funds have subject to a pre-inspection. Once a project has been used. Funds input into the database, Project Sponsor will be taken out of contacted to schedule pre-installation inspections. During the program budget upon the submission of a project. Please note that when funds have run out in the programyear, there is no guarantee that Utility Program Implementer will be able to pay incentives on non-submitted projects. It is the sponsor’s responsibility to monitor the program budget number of projects implemented by each project sponsor, and their project sponsor budget will attempt to determine if there are ample funds before implementing installations. conduct a sufficient number of inspections to maintain the percentage at or above 10%. 4.2 5.5 Project Sponsor shall notify TNMP of Measure installation at each Project Site by submitting the project documenting the Measures installed at the Project Site. Each project must be submitted electronically along with official TNMP forms. Within forty-five (45) days of receipt of an invoicethe submitted project, SWEPCO TNMP shall complete an a random sample inspection of a statistically significant sample of the Measure installations at the Project Site. For Projects involving less than thirty (30) installations, SWEPCO may aggregate the Projects for purposes of inspection, provided, however, that Project Sponsor shall not be penalized for the inspection failure rate of another project sponsorSite(s). This inspection shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Energy Peak Demand Savings and Peak Demand Energy Savings. If SWEPCO TNMP reasonably determines that the Measures at the Project Site(s) have been installed, tested and inspected to the extent required by SWEPCO TNMP and found to be capable of providing Peak Demand Savings and Energy Savings in material compliance with the Contract Documents, the invoice will be paid as submitted. The savings attributable to the Measures documented in the approved invoice will be used for purposes of calculating the Incentive Payment in Article VI. 5.6 TNMP, its designee or a third-party evaluator may inspect measures or a sample of measures installed as part of a Project. These inspections shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Peak Demand Savings and Energy Savings. If TNMP determines that the Measures at the Project Site have been installed, tested and inspected to the extent required by TNMP and found to be capable of providing Peak Demand Savings and Energy Savings in material compliance with the Contract Documents, the project will be approved as submitted. As set forth in If TNMP determines that any of the SOP Manual, a Load Factor cap governs the total payment allowed, based on the ratio between demand and energy savings from a Project. If SWEPCO is unable to inspect Measure installations Measures installed at the Project SiteSite are not capable of providing Peak Demand Savings and Energy Savings in material compliance with the Contract Documents, those Measures a reduction of savings may be counted as failuresrequired for purposes of calculating the Incentive Payment in Section 6. 4.3 The 5.7 Any review, inspection, or acceptance by TNMP, its designee or any third- party evaluator of any Project Sponsor’s progress towards completing Site or of the Project shall be determined independently by SWEPCOdesign, who will evaluate the inspectedconstruction, installed Measures on a measure-by-measure basis to calculate an adjustment factor for Energy Savings installation, operation and incentives. This adjustment factor will consider the ratio of savings maintenance of the Measures that pass is solely for the information of TNMP. In performing any such inspection or review or in accepting the Measures, TNMP makes no representation or warranty whatsoever as to the total incentive per Measure tagged for inspection on the invoice. The adjustment factor will then be applied to the entire invoice amount for payment. Failure economic or technical feasibility, capability, safety or reliability of the Measures, their installation by Project Sponsor to timely complete or report a Project shall constitute an Event of Default, and may, in SWEPCO’s discretion, result in disqualification of their compatibility with the Project. As described in the SOP Manual, SWEPCO may withhold or deny payment for Measures installed at Project sites to the extent that customer identification information is not provided or is incorrectly reported on the invoiceHost Customer's facilities. 4.4 SWEPCO’S PAYMENT OF INCENTIVE PAYMENT(S) TO PROJECT SPONSOR IS EXPRESSLY AND SPECIFICALLY CONDITIONED UPON SWEPCO RECEIVING ALL REQUIRED NOTICES, SUBMITTALS AND MATERIALS FROM PROJECT SPONSOR WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT. FAILURE BY PROJECT SPONSOR TO DELIVER ANY REQUIRED NOTICE, SUBMITTAL, OR MATERIAL WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

Project Implementation. 4.1 5.1 Project Sponsor agrees on and after the Effective Date to use all reasonable efforts to implement the Project without undue delay and otherwise in accordance with the terms of the Contract Documents. 5.2 Measures shall be designed, constructed and installed in a good and workmanlike manner only with materials and equipment of appropriate quality, and, in any event, in accordance with Prudent Electrical Practices. 5.3 Project Sponsors will not have treating multiple Project Sites must complete and submit Project Implementation Reports to complete TNMP on a reservation process to perform installations. Projects can be submitted until monthly basis. 5.4 If the Project involves multiple Project Sites, the Project Sponsor cap is reached or all program funds have been used. Funds will be taken out must complete sufficient Measure installations, Project Implementation Reports and invoices to comply with the following milestone schedule:1 50% by June 1, 2013, 80% by September 30, 2013 and 100% of the program budget upon the submission of a project. Please note that when funds have run out in the programproject installations completed by November 15, there is no guarantee that Utility will be able to pay incentives on non-submitted projects. It is the sponsor’s responsibility to monitor the program budget and their project sponsor budget to determine if there are ample funds before implementing installations. 2013. 4.2 5.5 Project Sponsor shall notify TNMP of Measure installation at each Project Site by submitting a report documenting the Measures actually installed at the Project Site (the "Project Implementation Report"). Each Project Implementation Report must be completed electronically on official TNMP Project Implementation Report (PIR) forms. A PIR for each month during the Project implementation period shall be submitted to TNMP by the 10th of each succeeding month. Within forty-five thirty (4530) days of receipt of an invoicethe Project Implementation Report, SWEPCO TNMP shall complete an a random sample inspection of a statistically significant sample of the Measure installations at the Project Site. For Projects involving less than thirty (30) installations, SWEPCO may aggregate the Projects for purposes of inspection, provided, however, that Project Sponsor shall not be penalized for the inspection failure rate of another project sponsorSite(s). This inspection shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Energy Savings and Peak Demand Savings. If SWEPCO TNMP reasonably determines that the Measures at the Project Site(s) have been installed, tested and inspected to the extent required by SWEPCO TNMP and found to be capable of providing Peak Demand Savings and and/or Energy Savings in material compliance with the Contract Documents, the invoice Project Implementation Report will be approved as submitted. As set forth The Estimated Savings attributable to the Measures documented in the SOP Manual, approved Project Implementation Report will be used for purposes of calculating the Incentive Payment in Section 7.3. 5.6 TNMP may inspect measures or a Load Factor cap governs the total payment allowed, based on the ratio between demand and energy savings from sample of measures installed as part of a Project. These inspections shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Energy Savings and Peak Demand Savings. If SWEPCO is unable to inspect Measure installations TNMP determines that the Measures at the Project SiteSite have been installed, those Measures may tested and inspected to the extent required by TNMP and found to be counted capable of providing Peak Demand Savings and/or Energy Savings in material compliance with the Contract Documents, the Project Implementation Report will be approved as failures. 4.3 submitted. The Estimated 1 TNMP reserves the right to immediately withdraw part or all of the remaining incentive reservation from Project Sponsor if Project Sponsor fails to satisfy the implementation milestone. For the purpose of reducing a Project Sponsor’s progress towards completing budget reservation, TNMP will include 100% of incentives associated with both Deemed Savings and Measured Savings included in any one invoice. Savings attributable to the Measures documented in the approved Project Implementation Report will be used for purposes of calculating the Incentive Payment in Section 7.3. 5.7 If TNMP determines that any of the Measures installed at the Project shall be determined independently by SWEPCO, who will evaluate the inspected, installed Measures on a measure-by-measure basis to calculate an adjustment factor for Site are not capable of providing Peak Demand Savings and/or Energy Savings and incentivesin material compliance with the Contract Documents, a reduction of Estimated Savings may be required for purposes of calculating the Incentive Payment in Section 7.3. The Estimated Savings attributable to the Measures documented in the Project Implementation Report may be reduced by the percentage of Measures that failed to pass inspection. This adjustment factor may also be expressed as follows: XX = the amount of Incentives associated with the Estimated Savings to be used for calculation of the Implementation Payment in Section 7.4 PMES = the amount of Incentives associated with the Estimated Savings attributable to Measures that passed inspection XXXX = the amount of Incentives associated with the Estimated Savings attributable to all Measures that were inspected XXXXX = the amount of Incentives associated with the Estimated Savings attributable to all Measures documented in the Project Implementation Report Summary. 5.8 Within thirty (30) days of the conclusion of the Performance Period, the Project Sponsor shall submit a report to TNMP documenting the Measured Peak Demand Savings and/or Measured Energy Savings for the Performance Period (the “Performance Report”). If the Performance Report is deficient, TNMP will consider notify Project Sponsor of the ratio deficiency and Project Sponsor shall correct the deficiency and submit a revised Performance Report within the period of savings time specified by TNMP in the notice of deficiency. 5.9 Any review, inspection, or acceptance by TNMP of any Project Site or of the design, construction, installation, operation and maintenance of the Measures that pass is solely for the information of TNMP. In performing any such inspection or review or in accepting the Measures, TNMP makes no representation or warranty whatsoever as to the total incentive per Measure tagged for inspection on the invoice. The adjustment factor will then be applied to the entire invoice amount for payment. Failure economic or technical feasibility, capability, safety or reliability of the Measures, their installation by Project Sponsor to timely complete or report a Project shall constitute an Event of Default, and may, in SWEPCO’s discretion, result in disqualification of their compatibility with the Project. As described in the SOP Manual, SWEPCO may withhold or deny payment for Measures installed at Project sites to the extent that customer identification information is not provided or is incorrectly reported on the invoiceHost Customer's facilities. 4.4 SWEPCO’S PAYMENT OF INCENTIVE PAYMENT(S) TO PROJECT SPONSOR IS EXPRESSLY AND SPECIFICALLY CONDITIONED UPON SWEPCO RECEIVING ALL REQUIRED NOTICES, SUBMITTALS AND MATERIALS FROM PROJECT SPONSOR WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT. FAILURE BY PROJECT SPONSOR TO DELIVER ANY REQUIRED NOTICE, SUBMITTAL, OR MATERIAL WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

Project Implementation. 4.1 5.1 Project Sponsors will not have Sponsor agrees on and after the Effective Date to complete use all reasonable efforts to implement the Project without undue delay and otherwise in accordance with the terms of the Contract Documents. 5.2 Measures shall be designed, constructed and installed in a reservation process to perform installations. Projects can be submitted until good and workmanlike manner only with materials and equipment of appropriate quality, and, in any event, in accordance with Prudent Electrical Practices. 5.3 If the Project involves multiple Project Sites, the Project Sponsor cap is reached or all program funds have been used. Funds will be taken out must complete sufficient Measure installations, Project Implementation Reports and invoices to earn 100% of the program budget upon the submission of a project. Please note that when funds have run out in the program, there is no guarantee that Utility will be able to pay incentives on non-submitted projects. It is the sponsor’s responsibility to monitor the program budget and their project sponsor budget to determine if there are ample funds before implementing installations. . 4.2 Within forty-five incentive reservation within ninety (4590) days of receipt incentive request. 5.4 Project Sponsors shall notify TNMP of an invoice, SWEPCO shall complete an inspection installation of Measures by submitting a statistically significant sample of report (“Project Implementation Report”) basis that documents the Measure installations Measures actually installed at the Project Site. For Projects involving less than thirty Project Sponsors shall submit an invoice and Customer Acknowledgements associated with the installed Measures with the Project Implementation Report. TNMP must receive the Project Implementation Report within sixty (3060) installationsdays of initial incentive request. If a Project Implementation Report or accompanying invoice or Customer Certificate is deficient, SWEPCO may aggregate TNMP will notify Project Sponsor of the Projects for purposes of inspection, provided, however, that deficiency and Project Sponsor shall not be penalized for correct the inspection failure rate deficiency within the period of another project sponsortime specified in the notice of deficiency. 5.5 TNMP may inspect measures or a sample of measures installed as part of a Project. This inspection These inspections shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Energy Savings and Peak Demand Savings. If SWEPCO reasonably TNMP determines that the Measures at the Project Site(s) Site have been installed, tested and inspected to the extent required by SWEPCO TNMP and found to be capable of providing Peak Demand Savings and and/or Energy Savings in material compliance with the Contract Documents, the invoice Project Implementation Report will be approved as submitted. As set forth The Estimated Savings attributable to the Measures documented in the SOP Manual, a Load Factor cap governs approved Project Implementation Report will be used for purposes of calculating the total payment allowed, based on Incentive Payment in Section 7.3. 5.6 If TNMP determines that any of the ratio between demand and energy savings from a Project. If SWEPCO is unable to inspect Measure installations Measures installed at the Project SiteSite are not capable of providing Peak Demand Savings and/or Energy Savings in material compliance with the Contract Documents, those Measures a reduction of Estimated Savings may be counted as failures. 4.3 required for purposes of calculating the Incentive Payment in Section 7.3. The Project Sponsor’s progress towards completing Estimated Savings attributable to the Measures documented in the Project shall Implementation Report may be determined independently reduced by SWEPCO, who will evaluate the inspected, installed percentage of Measures on a measure-by-measure basis that failed to calculate an adjustment factor for Energy Savings and incentivespass inspection. This adjustment factor may also be expressed as follows: XX = the amount of Incentives associated with the Estimated Savings to be used for calculation of the Implementation Payment in Section 7.3 PMES = the amount of Incentives associated with the Estimated Savings attributable to Measures that passed inspection XXXX = the amount of Incentives associated with the Estimated Savings attributable to all Measures that were inspected XXXXX= the amount of Incentives associated with the Estimated Savings attributable to all Measures documented in the Project Implementation Report Summary. 5.7 Within thirty (30) days of the conclusion of the Performance Period, the Project Sponsor shall submit a report to TNMP documenting the Measured Peak Demand Savings and/or Measured Energy Savings for the Performance Period (the “Performance Report”). If the Performance Report is deficient, TNMP will consider notify Project Sponsor of the ratio deficiency and Project Sponsor shall correct the deficiency and submit a revised Performance Report within the period of savings time specified by TNMP in the notice of deficiency. 5.8 Any review, inspection, or acceptance by TNMP of any Project Site or of the design, construction, installation, operation and maintenance of the Measures that pass is solely for the information of TNMP. In performing any such inspection or review or in accepting the Measures, TNMP makes no representation or warranty whatsoever as to the total incentive per Measure tagged for inspection on the invoice. The adjustment factor will then be applied to the entire invoice amount for payment. Failure economic or technical feasibility, capability, safety or reliability of the Measures, their installation by Project Sponsor to timely complete or report a Project shall constitute an Event of Default, and may, in SWEPCO’s discretion, result in disqualification of their compatibility with the Project. As described in the SOP Manual, SWEPCO may withhold or deny payment for Measures installed at Project sites to the extent that customer identification information is not provided or is incorrectly reported on the invoiceHost Customer's facilities. 4.4 SWEPCO’S PAYMENT OF INCENTIVE PAYMENT(S) TO PROJECT SPONSOR IS EXPRESSLY AND SPECIFICALLY CONDITIONED UPON SWEPCO RECEIVING ALL REQUIRED NOTICES, SUBMITTALS AND MATERIALS FROM PROJECT SPONSOR WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT. FAILURE BY PROJECT SPONSOR TO DELIVER ANY REQUIRED NOTICE, SUBMITTAL, OR MATERIAL WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

Project Implementation. 4.1 Project Sponsors will not have to complete a reservation process to perform installations. Projects can be submitted until the Project Sponsor cap is reached or all program funds have been used. Funds will be taken out of the program budget upon the submission of a project. Please note that when funds have run out in the program, there is no guarantee that Utility will be able to pay incentives on non-submitted projects. It is the sponsor’s responsibility to monitor the program budget and their project sponsor budget to determine if there are ample funds before implementing installations. . 4.2 Within forty-five (45) days of receipt of an invoice, SWEPCO shall complete an inspection of a statistically significant sample of the Measure installations at the Project Site. For Projects involving less than thirty (30) installations, SWEPCO may aggregate the Projects for purposes of inspection, provided, however, that Project Sponsor shall not be penalized for the inspection failure rate of another project sponsor. This inspection shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Energy Savings and Peak Demand Savings. If SWEPCO reasonably determines that the Measures at the Project Site(s) have been installed, tested and inspected to the extent required by SWEPCO and found to be capable of providing Peak Demand Savings and Energy Savings in material compliance with the Contract Documents, the invoice will be approved as submitted. As set forth in the SOP Manual, a Load Factor cap governs the total payment allowed, based on the ratio between demand and energy savings from a Project. If SWEPCO is unable to inspect Measure installations at the Project Site, those Measures may be counted as failures. 4.3 The Project Sponsor’s progress towards completing the Project shall be determined independently by SWEPCO, who will evaluate the inspected, installed Measures on a measure-by-measure basis to calculate an adjustment factor for Energy Savings and incentives. This adjustment factor will consider the ratio of savings of the Measures that pass the inspection to the total incentive per Measure tagged for inspection on the invoice. The adjustment factor will then be applied to the entire invoice amount for payment. Failure of the Project Sponsor to timely complete or report a Project shall constitute an Event of Default, and may, in SWEPCO’s discretion, result in disqualification of the Project. As described in the SOP Manual, SWEPCO may withhold or deny payment for Measures installed at Project sites to the extent that customer identification information is not provided or is incorrectly reported on the invoice. 4.4 SWEPCO’S PAYMENT OF INCENTIVE PAYMENT(S) TO PROJECT SPONSOR IS EXPRESSLY AND SPECIFICALLY CONDITIONED UPON SWEPCO RECEIVING ALL REQUIRED NOTICES, SUBMITTALS AND MATERIALS FROM PROJECT SPONSOR WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT. FAILURE BY PROJECT SPONSOR TO DELIVER ANY REQUIRED NOTICE, SUBMITTAL, OR MATERIAL WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

Project Implementation. 4.1 5.1 Project Sponsors will not have Sponsor agrees on and after the Effective Date to complete use all reasonable efforts to implement the Project without undue delay and otherwise in accordance with the terms of the Contract Documents. To the extent of any conflict between this Agreement and other Contract Documents, the terms of this Agreement shall prevail. 5.2 Measures shall be designed, constructed and installed in a reservation process to perform installationsgood and workmanlike manner only with materials and equipment of appropriate quality, and, in any event, in accordance with Prudent Electrical Practices. Projects can Installation of Measures at all Project Sites must be completed and an Installation Report, as defined below, shall be submitted until to SWEPCO within six (6) months of the Effective Date, BUT NOT LATER THAN Sample 5.3 Within fifteen (15) business days of completing installation of Measures at a Project Site, Project Sponsor cap is reached or all program funds have been usedshall so notify SWEPCO by submitting a report for review and approval documenting the Measures actually installed (the “Installation Report”). Funds will The Installation Report shall be taken out submitted to SWEPCO pursuant to the notice provisions of the program budget upon the submission of a projectSection 15.1. Please note that when funds have run out in the program, there is no guarantee that Utility will be able to pay incentives on non-submitted projects. It is the sponsor’s responsibility to monitor the program budget and their project sponsor budget to determine if there are ample funds before implementing installations. . 4.2 Within forty-five thirty (4530) business days of receipt of an invoicethe Installation Report, SWEPCO shall may complete an inspection of a statistically significant sample all or some of the Measure installations at the Project Site. For Projects involving less than thirty (30) installations, SWEPCO may aggregate the Projects for purposes of inspection, provided, however, that Project Sponsor shall not be penalized for the inspection failure rate of another project sponsor. This inspection shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Energy Savings and Peak Demand Savings. If Approval of the Installation Report shall be granted if SWEPCO reasonably determines that the Measures at the Project Site(s) Site have been installed, tested and inspected to the extent required by SWEPCO and found to be capable of providing Energy Savings and Peak Demand Savings and Energy Savings in material compliance with the Contract Documents. If Measures are rejected, SWEPCO will set forth the invoice written reasons for such rejection and Project Sponsor may attempt to remedy the deficiencies and resubmit its Installation Report. If any Measure is rejected a second time, SWEPCO will consider it a material breach of this Agreement and will not pay any incentive for such Measure. The Estimated Savings attributable to the Measures documented in the approved Installation Report will be approved as submitted. As set forth used for purposes of calculating the Installation Payment in the SOP Manual, a Load Factor cap governs the total payment allowed, based on the ratio between demand and energy savings from a Project. If SWEPCO is unable to inspect Measure installations at the Project Site, those Measures may be counted as failuresSection 7.3. 4.3 The 5.4 Project Sponsor’s progress towards completing Sponsor acknowledges that any review, inspection, or acceptance by SWEPCO of any Project Site or of the design, construction, installation, operation and maintenance of the Measures is solely for the information of SWEPCO. In performing any such inspection or review or in accepting the Measures, SWEPCO makes no representation or warranty whatsoever as to the economic or technical feasibility, capability, safety or reliability of the Measures, their installation by Project Sponsor or their compatibility with the Customer's facilities. 5.5 Within thirty (30) business days of the conclusion of the Performance Period, Project Sponsor shall be determined independently by SWEPCO, who will evaluate submit a report to SWEPCO documenting the inspected, installed Measures on a measure-by-measure basis to calculate an adjustment factor for Measured Energy Savings and incentivesMeasured Peak Demand Savings for the Performance Period (the “Savings Report”). This adjustment factor If the Savings Report is deficient, SWEPCO will consider the ratio of savings provide, in writing, notice of the Measures that pass the inspection to the total incentive per Measure tagged for inspection on the invoice. The adjustment factor will then be applied to the entire invoice amount for payment. Failure of the deficiency, and Project Sponsor to timely complete or report a Project shall constitute an Event of Default, revise and may, in resubmit the Savings Report until it is approved by SWEPCO’s discretion, result in disqualification of the Project. As described Any necessary revisions shall be performed in the SOP Manual, time-period specified by SWEPCO may withhold or deny payment for Measures installed at Project sites to in the extent that customer identification information is not provided or is incorrectly reported on the invoicenotice of deficiency. 4.4 SWEPCO’S PAYMENT OF INCENTIVE PAYMENT(S) TO PROJECT SPONSOR IS EXPRESSLY AND SPECIFICALLY CONDITIONED UPON SWEPCO RECEIVING ALL REQUIRED NOTICES, SUBMITTALS AND MATERIALS FROM PROJECT SPONSOR WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT. FAILURE BY PROJECT SPONSOR TO DELIVER ANY REQUIRED NOTICE, SUBMITTAL, OR MATERIAL WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

Project Implementation. 4.1 5.1 Project Sponsors will not have Sponsor agrees on and after the Effective Date to complete use all reasonable efforts to implement the Project without undue delay and otherwise in accordance with the terms of the Contract Documents. 5.2 Measures shall be designed, constructed and installed in a reservation process to perform installations. Projects can be submitted until good and workmanlike manner only with materials and equipment of appropriate quality, and, in any event, in accordance with Prudent Electrical Practices. 5.3 If the Project involves multiple Project Sites, the Project Sponsor cap is reached or all program funds have been used. Funds will be taken out must complete sufficient Measure installations, Project Implementation Reports and invoices to earn 100% of the program budget upon the submission of a project. Please note that when funds have run out in the program, there is no guarantee that Utility will be able to pay incentives on non-submitted projects. It is the sponsor’s responsibility to monitor the program budget and their project sponsor budget to determine if there are ample funds before implementing installations. . 4.2 Within forty-five incentive reservation within ninety (4590) days of receipt incentive request. 5.4 Project Sponsors shall notify TNMP of an invoice, SWEPCO shall complete an inspection installation of Measures by submitting a statistically significant sample of report (“Project Implementation Report”) basis that documents the Measure installations Measures actually installed at the Project Site. For Projects involving less than thirty Project Sponsors shall submit an invoice and Customer Acknowledgements associated with the installed Measures with the Project Implementation Report. TNMP must receive the Project Implementation Report within sixty (3060) installationsdays of initial incentive request. If a Project Implementation Report or accompanying invoice or Customer Certificate is deficient, SWEPCO may aggregate TNMP will notify Project Sponsor of the Projects for purposes of inspection, provided, however, that deficiency and Project Sponsor shall not be penalized for correct the inspection failure rate deficiency within the period of another project sponsortime specified in the notice of deficiency. 5.5 TNMP may inspect measures or a sample of measures installed as part of a Project. This inspection These inspections shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Energy Savings and Peak Demand Savings. If SWEPCO reasonably TNMP determines that the Measures at the Project Site(s) Site have been installed, tested and inspected to the extent required by SWEPCO TNMP and found to be capable of providing Peak Demand Savings and and/or Energy Savings in material compliance with the Contract Documents, the invoice Project Implementation Report will be approved as submitted. As set forth The Estimated Savings attributable to the Measures documented in the SOP Manual, a Load Factor cap governs approved Project Implementation Report will be used for purposes of calculating the total payment allowed, based on Incentive Payment in Section 7.4. 5.6 If TNMP determines that any of the ratio between demand and energy savings from a Project. If SWEPCO is unable to inspect Measure installations Measures installed at the Project SiteSite are not capable of providing Peak Demand Savings and/or Energy Savings in material compliance with the Contract Documents, those Measures a reduction of Estimated Savings may be counted as failures. 4.3 required for purposes of calculating the Incentive Payment in Section 7.4. The Project Sponsor’s progress towards completing Estimated Savings attributable to the Measures documented in the Project shall Implementation Report may be determined independently reduced by SWEPCO, who will evaluate the inspected, installed percentage of Measures on a measure-by-measure basis that failed to calculate an adjustment factor for Energy Savings and incentivespass inspection. This adjustment factor may also be expressed as follows: XX = the amount of Incentives associated with the Estimated Savings to be used for calculation of the Implementation Payment in Section 7.4 PMES = the amount of Incentives associated with the Estimated Savings attributable to Measures that passed inspection XXXX = the amount of Incentives associated with the Estimated Savings attributable to all Measures that were inspected XXXXX = the amount of Incentives associated with the Estimated Savings attributable to all Measures documented in the Project Implementation Report Summary. 5.7 Within thirty (30) days of the conclusion of the Performance Period, the Project Sponsor shall submit a report to TNMP documenting the Measured Peak Demand Savings and/or Measured Energy Savings for the Performance Period (the “Performance Report”). If the Performance Report is deficient, TNMP will consider notify Project Sponsor of the ratio deficiency and Project Sponsor shall correct the deficiency and submit a revised Performance Report within the period of savings time specified by TNMP in the notice of deficiency. 5.8 Any review, inspection, or acceptance by TNMP of any Project Site or of the design, construction, installation, operation and maintenance of the Measures that pass is solely for the information of TNMP. In performing any such inspection or review or in accepting the Measures, TNMP makes no representation or warranty whatsoever as to the total incentive per Measure tagged for inspection on the invoice. The adjustment factor will then be applied to the entire invoice amount for payment. Failure economic or technical feasibility, capability, safety or reliability of the Measures, their installation by Project Sponsor to timely complete or report a Project shall constitute an Event of Default, and may, in SWEPCO’s discretion, result in disqualification of their compatibility with the Project. As described in the SOP Manual, SWEPCO may withhold or deny payment for Measures installed at Project sites to the extent that customer identification information is not provided or is incorrectly reported on the invoiceHost Customer's facilities. 4.4 SWEPCO’S PAYMENT OF INCENTIVE PAYMENT(S) TO PROJECT SPONSOR IS EXPRESSLY AND SPECIFICALLY CONDITIONED UPON SWEPCO RECEIVING ALL REQUIRED NOTICES, SUBMITTALS AND MATERIALS FROM PROJECT SPONSOR WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT. FAILURE BY PROJECT SPONSOR TO DELIVER ANY REQUIRED NOTICE, SUBMITTAL, OR MATERIAL WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

Project Implementation. th 4.1 The Project Sponsors will not have Sponsor shall install all Measures by the thirtieth (30P P) day after the date it submits a request to complete a reservation process to perform installations. Projects can be submitted until reserve incentive funds for the Project on the SWEPCO web site (xxxx://xxx.xx.xxxxxx.xxx/swepco/Login/Login.aspxH) . Project Sponsor cap is reached or all program funds have been used. Funds will be taken out shall submit a Project Implementation Report documenting the installation information to SWEPCO via the SWEPCO web site within 30 days of the program budget upon Project Start Date. Project Sponsor shall be limited to one (1) Budget Reservation at a time, and one (1) Invoice per month. Any Project with a Reservation Date of October 31, 2014 or later shall be completed by November 30, 2014, the submission end of a project. Please note that when funds have run out in the program, there is no guarantee that Utility will be able to pay incentives on non-submitted projects. It is the sponsor’s responsibility to monitor the program budget and their project sponsor budget to determine if there are ample funds before implementing installations. Implementation Period. 4.2 Within forty-five (45) days of receipt of an invoice, SWEPCO shall complete an inspection of a statistically significant sample of the Measure installations at the Project Site. For Projects involving less than thirty (30) installations, SWEPCO may aggregate the Projects for purposes of inspection, provided, however, that Project Sponsor shall not be penalized for the inspection failure rate of another project sponsor. This inspection shall be used to determine whether the Measures were installed and are capable of performing their intended function of producing Energy Savings and Peak Demand Savings. If SWEPCO reasonably determines that the Measures at the Project Site(s) have been installed, tested and inspected to the extent required by SWEPCO and found to be capable of providing Peak Demand Savings and Energy Savings in material compliance with the Contract Documents, the invoice will be approved as submitted. As set forth in the SOP Manual, a Load Factor cap governs the total payment allowed, based on the ratio between demand and energy savings from a Project. If SWEPCO is unable to inspect Measure installations at the Project Site, those Measures may be counted as failures. 4.3 The Project Sponsor’s progress towards completing the Project shall be determined independently by SWEPCO, who will evaluate the inspected, installed Measures on a measure-by-measure basis to calculate an adjustment factor for Energy Savings and incentives. This adjustment factor will consider the ratio of savings of the Measures that pass the inspection to the total incentive per Measure tagged for inspection on the invoice. The adjustment factor will then be applied to the entire invoice amount for payment. Failure of the Project Sponsor to timely complete or report a Project shall constitute an Event of Default, and may, in SWEPCO’s discretion, result in disqualification of the Project. As described in the SOP Manual, SWEPCO may withhold or deny payment for Measures installed at Project sites to the extent that customer identification information is not provided or is incorrectly reported on the invoice. 4.4 SWEPCO’S PAYMENT OF INCENTIVE PAYMENT(S) TO PROJECT SPONSOR IS EXPRESSLY AND SPECIFICALLY CONDITIONED UPON SWEPCO RECEIVING ALL REQUIRED NOTICES, SUBMITTALS AND MATERIALS FROM PROJECT SPONSOR WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT. FAILURE BY PROJECT SPONSOR TO DELIVER ANY REQUIRED NOTICE, SUBMITTAL, OR MATERIAL WITHIN THE APPLICABLE PERIOD SPECIFIED IN THIS AGREEMENT SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.