HomeMy WebLinkAboutContract 50941 CITY SECRETARY r
CONTRACT NO.
Energy Management and Consulting Services Agreement
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This Energy Management and Consulting Services Agreement("Agreement")is entered into and effective as of the date
of jibyJ9 by and between City of Fort Worth,Texas, a home-rule municipal corporation,(hereafter
"Client" and Priority Power Management,LLC, a Texas limited liability company(hereafter"PPM"),collectively the
"Parties".
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Recitals
Whereas,deregulation of the electric energy marketplace has placed greater responsibility upon end-users for
managing energy use and costs;and
Whereas,PPM has been providing energy management and consulting services to industrial,commercial and 1
other large-volume end-users such as Client since 2001;and
Whereas,Client seeks assistance from PPM in managing its energy use, costs and related matters, and in
negotiating an electricity supply contract with a suitable Retail Electric Provider("REP")licensed by the Public Utility
Commission of Texas;
Now, Therefore, in consideration of the mutual covenants set forth herein and other good and valuable
consideration,the Parties hereby agree that PPM shall be the exclusive agent to act on Client's behalf,as follows:
Terms and Conditions
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1. Nature and Scope.Client hereby retains PPM to provide the energy consulting services set forth in Attachment A f
(the"Services")for Client's properties listed in Attachment B(the"Facilities"). PPM agrees to provide the Services i
set forth in Attachment A. PPM assumes no responsibility for performance either by third party suppliers of goods
and services to Client("Supplier"or"Suppliers")or by Client under contracts or agreements,formal or informal,
between Client and its Suppliers and/or customers.PPM shall not take title to any electricity.
2. Term.This Agreement shall be effective as of the date stated above,and shall remain in force and effect until the
Services are completed("Initial Term"). Thereafter,without further action by the Parties,this Agreement shall
automatically terminate. j
3. Compensation. In compensation for providing the Services,Client shall pay to PPM,and PPM shall invoice to
Client,a fixed fee of$10,000.00,upon completion of the Services. Payment of PPM invoices shall be due within
thirty(30)days of the date of the invoice and should be mailed to PPM as follows: i
Priority Power Management,LLC ' f3
Attn: Accounting Manager �d
5012 Portico Way C JUS 2?OJT
Midland,TX 79707 o q]'a�FaaT
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4. Facilities.The Client's Facilities covered under this Agreement are listed on Attachment B.
5. Authority of PPM. Client authorizes PPM to act on its behalf with respect to the matters provided in this
Agreement and to negotiate electricity supply,or related agreements on behalf of Client. Client agrees to provide
a Letter of Limited Agency on Client's letterhead,substantially in the form of Attachment C,providing notice to
electricity suppliers that PPM is authorized to represent the Client in the matters relative to providing the Services.
6. Client Responsibilities. Client shall have the following responsibilities during the term of this Agreement:
A. Data and Errors. Client shall(i)provide timely and accurate data and information required for PPM to provide
the Services,(ii)review all output produced by PPM as a result of providing the Services,and(iii)notify PPM of
any errors In such input data or output. Client shall cooperate with PPM In good faith to address the
resolution of errors, omissions or deficiencies, and provide PPM the opportunity to correct the errors,
omissions and deficiencies. Upon successful resolution of errors,omissions or deficiencies,Client shall accept
the output as completed.
B. Transactions with Suppliers. Client shall retain all legal or equitable rights and remedies available to it against
any Supplier and/or customer. Client agrees to hold PPM harmless and defend PPM from ar `—draims or causes
Priority Power Management,LLC Pae 1 of 6 ®RD
CITY SECRETARY
.WORTH,TX
Energy Management and Consulting Services Agreement
of action asserted by Suppliers arising from Client's transactions with such Suppliers and/or customers.
C. Management Action. Upon reasonable request by PPM, Client shall promptly provide management
determinations,approvals,and other information and assistance reasonably required by PPM to perform its
obligations under this Agreement.
D. Authorizations. Client shall execute Attachment C,Notice of Limited Agency,which provides PPM with the
necessary authority to provide the Services.
7. Notices. Except as otherwise expressly provided for herein,all notices,requests or other communications required
or permitted hereunder shall be in writing and shall be deemed to have been given or made if delivered personally,
by overnight delivery service, or by United States mail, return receipt requested,to a Party at the following
address,or at such other address as shall be specified in writing by a Party to the other Party in accordance with
the terms and conditions of this paragraph:
If to PPM: If to Client:
Priority Power Management,LLC City of Fort Worth
5012 Portico Way Property Management Department
Midland,TX 79707 900 Monroe Street,Suite 400
T(432)620-9100 Fort Worth,Texas 76012
F(432)620-9145 T(817)392-7590
8. INDEMNIFICATION, LIMITATION OF LIABILITY, AND DAMAGES. IN ANY ACTION ARISING OUT OF THIS
AGREEMENT,THE PARTIES AGREE THAT NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL,INCIDENTAL,
PUNITIVE,INDIRECT,LOST PROFITS,OR EXEMPLARY DAMAGES. LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL
DAMAGES.CLIENT ASSUMES FULL RESPONSIBILITY FOR ELECTRICITY FURNISHED BY THE REP TO CLIENT,AND
SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS PPM, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AND
EMPLOYEES FROM AND AGAINST ALL CLAIMS ARISING OUT OF THE ELECTRICITY DELIVERED BY THE REP. IN
ADDITION,PPM SHALL NOT BE LIABLE FOR AND CLIENT WILL SAVE,HOLD HARMLESS,DEFEND AND INDEMNIFY
PPM FROM ANY THIRD PARTY CLAIMS, INCLUDING REP'S CLAIMS, ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR TOTHE PARTIES'ACTIONS HEREUNDER,WHETHER SAID CLAIM IS ASSERTED AGAINST CLIENT,
PPM,OR BOTH. FURTHERMORE,CLIENT UNDERSTANDS AND AGREES THAT THE LIABILITY OF PPM TO CLIENT
SHALL BE LIMITED IN AMOUNT AND SHALL NOT EXCEED THE COMPENSATION RECEIVED BY PPM UNDER THIS
AGREEMENT FOR THE THREE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.
CLIENT ACKNOWLEDGES THAT THIS AGREEMENT IS BETWEEN PARTIES OF EQUAL BARGAINING POWER AND
THAT THE FOREGOING LIMITATION OF LIABILITY IS SUPPORTED BY LEGITIMATE COMMERCIAL REASONS.
9. Assignment.This Agreement shall not be assigned in whole or in part by PPM withoutthe prior written consent of
Client.
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10. Confidentiality. The Parties shall hold all information,whether oral,written,electronic or otherwise,that each
receives from the other(collectively,"Confidential Information")in strict confidence,and use at least the same
degree of care as it uses with respect to its own confidential information to prevent the disclosure of such
Confidential Information. The Parties shall not disclose the Confidential Information to any person or entity except
as necessary to perform obligations described in this Agreement. The Parties shall not provide such Confidential
Information to any such person or entity until such person or entity agrees to abide by the terms of this Section.
11. Applicable Law. This Agreement shall be performable in the State of Texas, and shall be governed by and
Interpreted in accordance with the laws of the State of Texas.
12. Entire Agreement. This Agreement and all attachments constitute the entire Agreement between the Parties
hereto. Any amendment,addition or deletion to this Agreement must be in writing and executed by the Parties.
This Agreement shall supersede any prior oral discussions or terms and conditions contained on any form or
document used in connection with the Services hereunder.All implied or express warranties related to the Services
are hereby disclaimed.Each Party affirms that it has read this Agreement in its entirety and it agrees to the terms
and conditions contained herein and to the wording of this Agreement,and any ambiguities shall not be interpreted to
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Energy Management and Consulting Services Agreement
the detriment of either Party merely by the fad that such Party is the author of the Agreement.
13. Severability. If,any clause or provision of this Agreement be held or ruled unenforceable or ineffective under the
law,such a ruling will in noway affect the validity or the enforceability of any other clause or provision contained
herein.
14. Authorized Representative.The person executing this Agreement on behalf of each Party hereby represents that
he/she is said Party's authorized representative and is fully authorized and empowered to enter into this
Agreement and that each Party has full authority to perform the terms and conditions hereof.
15. Relationship of Parties.The relationship between the Parties shall be limited to the performance of Services as set
forth in this Agreement and shall not constitute a joint venture,partnership or an employee-employer relationship.
PPM is an independent contractor and shall be responsible for the means and methods used in performing
Services under this Agreement. Neither Party may obligate the other to any expense or liability outside of this
Agreement,except upon written consent of the other.
In Witness Whereof,the Parties by their respective duly authorized representatives have executed this Agreement.This
Agreement shall not become effective as to either Party until executed by both Parties.
Priority Power Management,LLC City of Fort Worth,Texas,
a home-rule municipal corporation
By: By:
Name: J n J.Bick Name: Jesus J.Chapa
Title: Managing Principal Title: Assistant City Manager
Approved as to Form and Legality:
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A tab City A or 7 pF FO
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City Secretary AS
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City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monito ' g a administration of this contrail,including
ens erfor a ce and reporting requirements. OFFICIAL RECORD
cmr SECRETARY
U
E loye �'WORTHS TX
Roger en les
Title:Asst.Dir.Property Management
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Energy Management and Consulting Services Agreement
Attachment A
Services
PURPOSE:
Assist Client with the negotiation of an existing electricity supply contract with TXU Energy for the Alliance Maintenance
Base Facility, 2000 Eagle Parkway, Fort Worth,TX 76177-2300, ESIID: 10443720006009771. The negotiations may
include the renegotiation of the existing contract,or the negotiation of a new contract that would become effective at
the end of the existing term.
PPM will perform the following Services:
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1. Data Collection and Analysis I
a) Gather client facility lists,Including supplier Information,account numbers,and service addresses; f
b) Gather historical load data for each site;
c) Collect current contracts;
d) Analyze and complete any missing or questionable load data,including identification of demand ratchet and
power factor penalty charges; I
e) Work with Client, and Client's agents, to develop electrical load forecasts of the Facility to be used in
negotiations and inclusion in a new contract. I'
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2. Strategy Assessment and Development
a) Assess the short term and long term goals of Client; 4
b) Assess market conditions and develop strategy consistent with Client goals; i
c) Determine market liquidity and pricing environment;
d) Analyze various pricing structures and product mixes relative to Client goals;
e) Participate with Client in meetings with internal stakeholders and TXU Energy;
f) Recommend strategies to achieve Client goals and gain consensus from Client on strategy;
3. Procurement and Negotiation
a) Analyze and evaluate pricing and structure options as proposed by TXU Energy;
b) Provide analysis and recommendation to Client;
c) Negotiate terms and conditions of electricity supply contract with TXU Energy; I
d) Assist Client with the execution of final terms and conditions of new contract.
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Energy Management and Consulting Services Agreement
ATTACHMENT B
Alliance Maintenance 9asc 2000 Eagle Parkway Oncor 10443720006009771
Fort Worth,TX 76177 TXU Energy
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Energy Management and Consulting Services Agreement
ATTACHMENT C
June 22,2018
RE: NOTICE OF LIMITED AGENCY
Dear Utility and/or Energy Service Provider,
(hereinafter referred to as"Principal"),located at f
does hereby appoint Priority Power Management,LLC(hereinafter referred to as"Agent"),as the exclusive agent for
the limited purpose of requesting and receiving any and all information concerning utility services,line extensions,
electrical distribution designs,tariffs,rates,metering,historical usage and billing information,retail electricity pricing
and contracting terms.
Furthermore, Agent Is authorized to negotiate on behalf of Principal any agreements for electric service with
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transmission and distribution service providers,and pricing and/or contracting for retail electric supply furnished to
Principal,and negotiating such final pricing,conversion pricing and terms with suppliers on behalf of Principal.
All Inquiries concerning the Principals electricity requirements should be directed to the following person: f
Mr.John Bick
Managing Principal
Priority Power Management,LLC
(0) (972)314-9040
(F) (817)887-0866
ibick@oriontvpower.net
Thank you for your cooperation in providing information requested in a timely manner. This limited authorization
letter shall become effective from the date on which it is executed and shall remain in full force and effect until
terminated by Principal or Priority Power Management with at least 10 days written notice to the other party.
Best Regards,
CC: John Bick—Priority Power Management,LLC
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