ERCOT-5057-Original Pricing Exhibit A
ERCOT
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ERCOT Private Wide Area Nehvork(EVAN) Agreement' I
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This Private WAN Agreement(Agreement) is made and entered into oil this 2nd day of December,2011
(Effective Date) by and between Electric Reliability Council of Texas, Inc. (ERCOT), a 'Texas non-
profit corporation having an office at 7620 Metro Center Drive, Austin, Texas 78744-1654 and the
undersigned entity(Participant)(collectively,the Parties),having as office at the address listed below,
1. Scope
1.1 This Agreement sets forth the tent's, conditions all(] prices under which ERCOT agrees to allow I
Participant to interconnect Participant's data transfer system with ERCO'l"s data network and
facilities for the sole purpose of transferring; data between ERCOT and Participant. This
Agreement also sets forth the terms and conditions to maintain operational security of the
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ERCOT WAN for the secure transfer of data between ERGOT and Participant.
1.2 Participant represents and warrants that Participant is it Market participant as defined by tilt
ERCOT Protocols and has executed (or will timely execute prior to participation as a Market
Participant) all agreements required of Participant by the ERCOT Protocols (Protocols
Ag;recnlent(s)). This Agreement shall terminate immediately and automatically upon the
termination of all Participant's Protocols Agrecincnt(s). "ERGOT Protocols" shall tncan the
document adopted by ERGOT, including; any attachments or exhibits referenced in that
document, as amended from time to time that contain,, the scheduling, operating, planning;,
reliability, and settlement (including; customer registration) policies, rules, guidelines,
procedures,standards,and criteria of ERGOT.
1.3 Except to the extent provided otherwise in this Agreement, the tot-ins and conditions of the
Protocols Agreement(s) signed between Participant atld ERCOT shall apply and be incorporated
by ref'crence into this Agreement. Iii the event of a conflict between this Agreement and the
Protocols Agrcement(s), this Agreement shall control with. respect to the subject matter of this
Agreement.
2, Tei'rn of Agi•eeinent
2,1 The initial term of this Agreement shall commence oil the Effective Date and expire 12 tllonths
thereafter. The term of this Agreeinctlt shall automatically renew for a successive 12-month
period oil each anniversary date of the Effective Date, unless either party delivers to the other
party written notice to terminate as provided herein.
2,2 if Participant wishes to terminate this Agreement, it shall notify ERGOT in writing of its desire
to terminate. Termination shall be effective no sooner than sixty (tit)) days following receipt of
such written notice by ERGOT.
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Revisions to this docuinent shall be approved by URCOT.
F',RC:OT Private WAN Agreement FRCOT Limiter.
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ERCOT
23 in addition to any other remedies ERCOT may have at law or in equity, ERCOT relay terminate
this Agreement for material breach in accordance with the default provisions set forth in the
Protocols Agrecment(s).
2.4 ERGOT may also terminate this Agreement upon sixty (fit}) days' written notice to Participant if �
ERCOT amends the form of this standard form agreement. III such event, ERCOT shall provide j
Participant the opportunity to execute a new standard for►tr agreemc►tt regarding the subject
natter of this Agreement.
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2.5 In the event of any termination of this Agreement, Participant shall reimburse ERCOT for
ERCOT's expenses incurred hereunder prior to notice of termination. If this Agreement has been
terminated except as proved under Section 2.4, ERCOT may remove from Participant's prcatrises
any equipment for which.ERCOT has not received payment and Participant shall reimburse
ERCOT for the cost of such removal.
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3. Interconnection with and iiie of ERCOT WAN
3.1 Participant shall interconnect its facilities with ERCOT in a manner consistent with and defined
by FRCOT. FRCOT shall define and demarcate the Point or Points of Interconnection (POI)
between Participant and ERCOT.
3.2 MCOT shall provide, in accordance with its reasonable discretion and control, the design,
engineering, procurement, and installation of the equipment and facilities necessary to
Interconnect Participant's Facilities to the ERCOT WAN. Participant shall reimburse ERCOT for
I,IiCO"i''s expenses incurred in design, engineering, procurement, and installation of such
equipment and Facilities for each such new installation. Tire reimbursed costs tier each new
installation shall not exceed the fees designated in the ERCOT Fee Schedule. Only ERCOT-
authorized personnel shall conduct network problem diagnosis and administrative t'rrnctnons,
including, but not limited to, provisiorlittg, monitoring, and auditing the FRCOT WAN.
Participant will reimburse ERCOT's cost of performing or acquiring such services per month per
installation during the initial term hereof and any subsequent renewal teams. The monthly cost
per installation shall not exceed the tees designated in the ERCOT Fee Schedule. Participant will
also reimburse ERCOT's cost of providing or acquiring data transport service to Participant,
which cost will vary according to Participant's location.
3.3 With respect to access to tine I RCOT WAN, Participant will comply with ERCOT's security and
safety procedures and requirements, including, but not limited to, access restrictions, sign in,and
identification requirements. Participant will also comply with all ERCOT policies and
procedures regarding use of the ERGOT WAN (as such policies and procedures may be amended
from time to tine), including, but not limited to, the document entitled "Communicating with
ERGOT,"ttre document entitled"QSE Qualification Testing,"the ERGOT Operating Guides and
ERCO`I' Protocols.
3.4 Participant shall consistently maintain the security of its computer systems (including the POI,
suppotl equipment, systems, tools, and/or data required under this Agreement) in accordance
witG industry standards for conrpiiter syste►ir security,.
Et2Co"r Privato WAN Agreement EItcur t.imiteil
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f'urtllei• agrees to pay ERGOT For any additional services rendered by ERGOT under this
Agreement;to the extent such expenses and chargers are assessed pursuant to Section 3.2.
5.2 ERGOT will remit a bill to Participant to reflect the charges required and permitted pursuant to
Section 3.2 under this Agreement, any applicable taxes, and other costs or charges that are the
responsibility of Participant, but were incurred by ERGOT. Payment is thte within 30 days of
receipt of the bill.
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53 Payments shall be made either through bank draft or wire transfer,as agreed upon by the parties.
Interest shall accrue on -any past due amotlllt at the lesser. of. (a) 18% per annum; or (b) the
maximum rate permitted by applicable law. If Particip<uit fails to make payment within 30 days j
of receipt of the bill, EIZCOT may, at its option,te-minate this Agreement. ;
6. Liability
6.f EXCEPT TO THE EXTENT REQUIRED BY S'PA'CE;OR FEDERAL LAW, I RCOT MAKES �
NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NUT LIMITED TO ANY WARRANTY AS TO MERCHANT ABILITY OR FITNESS FOR
INTENDED OR PARTICULAR PURPOSE, WITH RESPECT TO EQUIPMENT OR
SERVICES PROVIDED HEREUNDER. ADDITIONALLY, ERGOT MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, CONCERNING PARTICIPANT'S (OR ANY
THIRD PARTY'S) RIGHTS WITH RESPECT TO INTELLECTUAL PROPER'T'Y Olt THIRD
PARTY CONTRACT RIGHTS, INCLUDING WHETHER SUCH RIGHTS WILL BE
VIOLATED BY PARTICIPANT'S INTERCONNECTION WITII ERCOT'S WAN OR
PARTICIPANT'S USE OIL THE OTHER EQUIPMENT OR FACILITIES FURNISHED
UNDER THIS AGREEMENT.
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6.2 Each Party understands and acknowledges that third parties might obtain unauthorized remote
access to the other Party's computer systems, and further, that there exists the possibility that
such third parties ►nay attempt unauthorized access to the computer systems or intbrmation
thereon, that computer viruses may be transmitted, and that damage might result to a Party's
computer systems or data thereon, or that the confidentiality of a Party's information may
thereby be breached. ACCORDINGLY, EACH PARTY SHALL BE SOLELY AND
EXCLUSIVELY lUiSPONSIBLE, FOR SAFEGUARDING ITS OWN COMPUTER SYSTEMS
AND INFORMATION THEREON FROM SUCH UNAUTHORIZED ACCESS OR DAMAGE;
OCCURRING THROUGH 'TIIE INTERCONNECTION WITI-I ERCO'T UNDER `I'IIIS f
AGREEMENT AND FOR THE ACTIONS OF ITS EMPLOYEES, AGENTS, AND
REPRESENTATIVES WHO USE ITS COMPUTER SYSTEMS.
7. Notices
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Except as provided liercin for operational com►rtunications, all notices required to be given under this
Agreement shall be in writing, and shall be deemed delivered three days after being deposited in the
U.S. mail, first class postage prepaid, registered(or certified) mail,return receipt requested, addressed to
the other Party at the address specified in this Agreement or sltall be deemed delivered on the day of
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receipt if Sent iti anotthcr iria►urer requirin1-1-1-igncti receipt, such as coline delivery of l ederal E xpi`ess
ERCOT Private WAN Agreement f?RGO'I'Limited
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ERCOT
3.5 Participant shall maintain operational security of the ERCOT WAN for the uninterrupted transfer
of data between ERCOT and Participant. Participant agrees that the integrity of the data provided
through the WAN is essential, and will take all steps and responsibility for ensuring the integrity
of such data. Such steps shall include, at a minimum, ensuring the prevention of any remote
electronic connections by unauthorized persons or organizations through Particillant's network to
the ERGOT WAN connection point. Particularly, Participant's systems must deny any
connectivity with Participant's internet access point to unauthorized persons or organimtions.
3.6 if ERGOT determines,within its reasonable discretion, that Participant is not in compliance with
this Agreement or .ERCOT's security procedures and requirements, ERCOT may prohibit
Participant from transferring data using the WAN.
3.7 Where one Party's information resides on the other Party's computer system, the Party in control
of the computer system shall take, or cause the custodian of the computer system to take
commercially reasonable measures to prevent unauthorized access to such inrorniation by others
who have access to that computer system. Each Patty agrees that it, its employees, agents and
rcpr-esentaOvcs who have access to its computer systems at its facilities will not use the WAN
and/or the POI to obtain or to attempt to obtain unauthorized access to information of the other
Party or information of a third party that may reside on the other Party's computer system. i
4. Nehvork Maintenance and Management
4.1 As part of the WAN Application, Participant has provided ERGOT contact information for
network maintenance and managernent. Participant tray change such contact information by
submitting a Notice of Change of Information(NCI) to ERCOT and referring specifically to this
Agreement.
4.2 Participant will not use any service provided under this Agreement in a manner that impairs the
duality of service to other WAN users. Participant shall cooperate with ERGOT in the testitlg of
interconnection to the WAN and in the prevention or correction of disruption or loss of service
over the WAN.
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4.3 ERCOT agrees to provide Participant reasonable written notice of changes in the infonnation
necessary for the transmission and routing of data using ERCOT's facilities or networks, as well
as other changes that affect the interoperability of those respective facilities and networks.
4.4 Participant agrees to notify the ERGOT help Desk immediately of any intrusion or virus event
within its network or systems connected to the ERGOT WAN so that ERCOT can take steps to
ensure the integrity of the rest of the WAN.
5.Compensation
5.1 Participant agrees to rcirnbursc ERGOT for ERCOT's expenses incurred in the design,
engineering, procurement, and installation of equipment and facilities hereunder. Part tcipant
FRCOT Private WAN Agreement ERC07'Limited
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"'OERCOT
delivery. ER,C''01' may change its, addrc�s lorsuch notices by doliveriiig to Participwit a writ(on notice
referring specifically to this AgrcenAent. Participant may change its address for such notices by
submittin- a Notice of of Inibmiation (NCI) to ERC(Yl' and teferring specifically to this-
Agreement-
8. Entire Agreement and Amendments
u 'mis Agreernent constitutes the entire agreement between the Parties concerninp the subject
matter hereof ouid supersedes any prior agreements, representations, statements, negotiations,
understandingg, prol)osals or undertakings, oral or xvritten, with respect to the subject matter
expressly set tin-th herein.
8.2 Neither Party will be hound by an amendrneat, modification w, additional aorta unless 4 6,
reduced to writing and siped by an authtgiz".—I representative of the Party sought to be bound.
Ea,ch pt,!rsun whose signature appears below represents and warrants eh at he gal.she leas authority" to
Ibind the Tlaqv, on whose bc,.,ha?j'he or she hetv evectaed lhis Aq)-vement,
Executed and Agrevd:
I cel ric R eliabi lity Counci I ot"I"exas, tric.: Participant: Denton Municipal I,ileutric
Signature on File
Sip.,ur... ,"Signature on Frile
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p I I j"r
Date: Duceniber 2,2011
Pr4ited Nwne± Michael S.
tinted Nftme: Title: Executive Manager
Address: 1659 Spencer Road
Title. 10-~Vt City, State,Zip DeutoTi,Tx 7()2()5
7620 Metro Center Drive TypeofOrganization: Murucipality
Austin,Texas 78744-1654 Organind Under than Liws of: State of Texas
ERCOTPrivakc NVAN Agreement ERCOI'Lftmilled
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