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Home My WebLink AboutContract 44402 (2)r � ,�' . ENERGYGOR�NECT DEMlAND RESPONSE MASTER SERVlGE AGREEMEMT This Agreement, by and between Citv of Fort Worth ("Custome�") and EnergyConnect, Inc. ("ECI") (Parties), is effective, this 25th day of Apri1,2013 for demand response services delivered on the GridConnect platform. Section 1 — General ECI, as an authorized Curtailment Service Provider to various RTOs (Regional Transmission Organization) and ISOs (Independent Service Organization), with relationships with various regional utilities to provide demand response services is hereby designated to represent the Customer as its exclusive demand response provider to register, represent and manage participation in demand response programs for the facilities listed herein and for the term of this agreement. Terms used and not otherwise defined shall have the meaning given them in the respective RTO/ISO or Utility's governing tariff, program rUles, and/or covenants. Section 2— GridConnect PlatForm Overview GridConnect is a web-based platForm that enables near real time event monitoring, historical energy use information, baseline calculations, load drop verification, payment calculation and processing status through a secure web site. Meter data collected through GridConnect is used to estimate Customer performance before the Customer's utility provides official meter data. Final payments will be settled based on the official meter data once certified by the utility. Fees may apply and will be outlined in Appendix 2 if applicable. Payments from demand response programs via the GridConnect platform result from Customer's active curtailment of electricity, as well as satisfactory compliance with all related program rules. These rules may change from year to year and any changes supersede language herein. Compensation for participation varies depending upon 1) the demand response programs the Customer participates in; 2) the level of electrical load reduction; and 3) prices associated with the various programs. ECI shall not be liable for the accuracy of any projection of future electricity prices or program benefits. Section 3 — Customer Payments ECI shall pay Customer: Quarterly, in the month following receipt of the payment from RTO/ISO or utility (unless specifically noted in Appendix 1) OR Customer's payments will be held in a Customer Credit Account and designated to pay for future JCI projects as agreed to with the customer or refunded per the quarterly payment schedule at customer's request. Terms and conditions apply as defined in Appendix 4. In the event there are adjustments for any previous Customer related settlement, payment or system wide assessments, ECI retains the right to ratably recover such charges and assessments from unpaid amounts due to the Customer. As applicable, the Customer must provide a valid W-9 fcrm befo�e ECI can issue payment. Section 4 - Authorizations Customer shall provide a Letter of Authorization or appropriate RTO/ISO or utility approv�l form to their energy supplier and utility, as applicable, authorizing them to provide information required to register the Customer in the applicable programs and other relevant electric utility data fo ECI (including billing and other relevant utility data). As applicable per program, each year, ECI shall work with Customer to identify the appropriate curtailment option and caiculate the Estimated Total Payment to be included in a new Appendix 2 for that registration year. Section 5 — Term The term of this Agreement shall commence on the date set forth above and shall remain in effect until 10/1/2013, extendable upon mutual consent. It is acknowledged that the Customer terminating the contract early will result in economic losses to ECI and that an Early Termination Fee to compensate for those losses will be assessed as defined in Appendix 2, if applicable. Customer may terminate agreemeni prior fo above end date in ihe case of a property sale if Customer submits a request ior release in writing to ECI ninety (90) days in advance of effective termination date, alo.ng with proof of sale. Customer shall be responsible for any outstanding fees set forth herein and ECI shall not be obligated to make any future payments to Customer after the effective termination date. Section 6— Allocations of Responsibility & Indemnification If back-up generator(s) are used for demand response program participation, it is the responsibility of the Customer to comply with all relevant environmental laws, regulations, use and zoning permits, operational specifications and maintenance requirements of the generator(s). Customer shall provide ECI with copies of permits required to utilize a generator within their local municipality. Customer will inform ECI in the event of any change in status of the permits provided within 30 days of the effective date of the change. Customer shall also provide information relating to the generator(s) as outlined in the Generator Information form. Registration with Customer's RTO or ISO requires utility data and account numbers. Customer shall provide ECI with copies of utility bills as requested for registration. Customer will inform ECl in the event of any change in utility information within 45 days of the efFective date of the change. The parties hereto agree to indemnify each other from any and all third-party liabilities, claims, expenses, losses or damages, including legal fees, which may arise in connection with its pertormance of this Agreement to the extent caused by the negligent act or omission of the indemnifying party. Neither party shall be liable for any special, indirect or consequential damages arising in any manner from its performance under this Agreement. The total liability of either pa ereun e�o�irecf am ges, other than with respect to the duty of a party to indemnify for third-party claims described above, will be li i��n�� —_'��id to ECI under this Agreement. i , � �} � � �o �� _ � F(:I flR Mactcr Caniira Onraamanf - d/R/14 ��91 R E C E I V E ��iPR �� s� Section 7— Modifications and Waiver This agreement shall not be modified in any manner uniess in writing and signed by both Parties. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in a non-electronic writing signed by an authorized representative of the waiving party. Section 8 — Notices All notices given under this Agreement must be in writing and excepf as otherwise expressly provided in fhis Agreement, must be in. a non- electronic form. Notices shall be deemed given as of the day received by the addressee party via messenger or courier delivery service and addressed as follows or to such other address as a party may give notice of: EnergyConnect, Inc. 901 Campisi Way, Suite 260 Campbell, CA 95008 Fax: 866.858.0478 Attention: Contract Administration Customer Name: Citv of Fort Worth Address: 401 W 13 St City, State, Zip: Fort Worth, TX 76102 Fax: Attention: Samuel Gunderson Section.9 — Severability If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under any applicable law, then such provision will be deemed modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it will be severed and the remainder of this Agreement will remain in full force and effect. This contract is subject to successful program registration by ECI and acceptance by the applicable RTO/ISO or Utility. Failure to complete a successful registration or nomination, regardless of reason, will void this contract for that period. ECI reserves the right to cancel enroliment if Customer fails to reduce load or adds more load to fhe grid during Events. EC! will notify the Customer of any canceliations in writing. If enro(Iment is cancelled, the Cusfomer will forFeit any unpaid amounis. Any amount previously paid to the Customer remains the property of the Gustomer. Changes that cause significant impact to either the Customer or ECI will allow either party to terminate or modify this agreement with 45 days written notice. Parties shall keep non-public propriety information that is exchanged, confidential under this agreement. Including but not limited to this Agreement. Section 10 — Rights and Remedies Cumulative All righis and remedies under this Agreement are cumulative and not exclusive and any reference to, and/or the exercise of, a particular right or remedy will not exclude or constitute a waiver of any other right or remedy available under this Agreement, at law or in equity. �e�t;cr ':'! �.Q��iynme^t Neither party may assign any of its rights or obligations under this agreement without the other party's prior written consent of which consenf shall not be unreasonably withheld; provided, however, that either party may transfer and assign this agreement without the other party's consent to any person or entity (except to a competitor of ECI) that is an affiliate of such party or that acquires substantially all of the stock or assets of such party's applicable business if any such assignees agree, in writing, to be bound by these terms. Section 12 — Independent Contractors The parties are independent contractors and nothing in this Agreement wili be construed as creating an employer-employee relafionship, a partnership, or a joint venture between the parties. Neither party has any authority to assume or create obligations or liability of any kind on behalf of the other. Section 13 — Governing Law; Venue; Attorneys' Fees This Agreement will be governed by the laws of the State in which the Facility is located, excluding conflict of laws provisions. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the local federal courts unless no federal subject matter jurisdiction exists, in which case each party consents to exclusive jurisdiction and venue in the State Courts of the State where the.Facility is located. Both parties waive all defenses of lack of personal jurisdiction and forum non-convenience with respect to such courts. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to rccover its costs, including reasonable attorney fees. Section 14 - Metering and Data Acquisition Customer understands that interval meter data is a requirement for program compliance and that it is the Customer's responsibility to provide such data. ECI will assist Customer with the installation of interval metering through its contacts with the local utility, but Customer is responsible for installation costs and any fees incurred by ECI from the utility to provide Customer with mandatory interval meter capability. For the term of this Agreement, ECI has exclusive rights to any collected data. In addition and separate from the interval meter, a real-time data acquisition and reporting solution is necessary to support GridConnect. Cusfomer shall provide a static internet protocol (IP) address and local area network (LAN) access near their electric meters that allows for Internet based communication of energy consumption data acquisition devices. If ineter data is provided through another source, Local Area Network access may not be needed near the electric meters. ECI can provision the installation of the data acquisition solution, if required, at a cost that is detailed in Appendix 1, if applicable. Section 15 — Entire Agreement This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any and all prior and contemporaneous agreements or communications with respect to such subject matter. FC�1 f1R �Aactar Ccniirc �nraamont _ d/R/12 v11 The Parties hereby approve and accept these terms. {Date) Customer; Cifv of Fort Worfh L�/!� (Signature) �Gf'v1L"-irC�c, ��.,C� S ��\ (Printed Name) � /3 (Dat AF'PRdVED AS TC� �C)�t�ti A.�.If� I��I�LI`�Ye I�� .� �. 9 7 � i ! "i s� , : j: � � . � ��■ EY�00�1111' tl B8 �CI DR Master Service Agreement - 4I8113 v11 Appendix '!A: GridConnect Terms anc! Pricinq for ERCOT Emerqencv Response Service Propram ECI will register, represent and manage Customer's participation in the Emergency Response Service ("ERS") demand response program offered by ERCOT. Customer is responsible for reducing electrical load when notified by ECI of grid events or emergencies (Evenf or Evenfs) cailed by ERCOT. The ERCOT ERS program terms and parameters are outlined in Table 1 below and can change at the discretion of ERCOT. Proqram Terms Program participations will take place in the contract windows described in Table 1. Customer has the ability to select blocks of hours for participation in each contract window. Any requested changes in the blocks of hours for participation shall be communicated and confirmed in writing between Customer and ECI before the registration deadiine of a contract window. ldoti�cafion Customer will be notified consistent with the program terms. Customer is expected to reduce electrical load until receipt of Event termination signal or until the end of the committed participation time window. Pavments Customer's payments are contingent on Customer's 1) registration and acceptance of offers in the ERCOT ERS program, 2) price results of the ERCOT ERS auctions held for each contract window, 3) Customer's load reduction potential, and 4) Customer's actual load reduction and performance during Events, as calculated with Customer's interval data and in accordance with ERCOT accepted methodologies. Table 2 outlines the Customer's initial estimated load reduction potential per facility. Customer shall receive 65.0% of the payments available from ERCOT. ECI will be responsible for settlement and payments to Customer. � apie �: tttc� i tres Nrogram Narameters The ERS program allows customers to bid load into three contract windows per year. C�ntswe± lh►in�ov�s e June 1— September 30 • October 1 — January 31 • February 1 — May 31 The program divides the hours of the day (Central Time) into four blocks: • Business Hours 1(BH1) - HE 0900 through 1300, Monday thru Friday except ERCOT Holidays Hours of Par#icipation • Business Hours 2(BH2} - HE 1400 through 1600, Monday fhru Friday except ERCOT Holidays • Business Hours 3(BH3) - HE 1700 through 2000, Monday thru Friday except ERCOT Holidays • Non-Business Hours NBH - All other hours Events {including Test) Minimum 1 and Maximum 4 per Contract Period; Maximum 8 cumulative hours per Contract Period ' 30 minutes prior to event for the 30 minute ERS program; 10 minutes prior to event for the 10 minute IVotiflcation Time ERS program Measurement 8� Verification Actual Load Reduction will be calculated in concordance with ERCOT rules for the ERS program. ' Electric Service Identifier (ESI ID) or unique service identifier if outside of a competitive service area Requirements and 15-minute interval metering, as approved by ERCOT L�tll'�P11(IIY 1• FRC`.(1T Fmcrnanry Raennnca Carvira Prnnram _'2/9RPo� v'i Initialc• Initialc• Table 2: ERS Estin Facility Name City Hall Central Library Water Gardens Southside Service Center ated Load Reduction Potential Address CurtailmentStrategy 1000 Monroe St, Fort Worth, TX 76102 500 W 3`d St, Fort Worth, TX 76102 1600 Main St, Fort Worth, TX 76102 4100 Columbus Trl, Fort Worth 76133 HVAC temp setpoint adiustment HVAC temp setpoint Estim BH'1 0900 - 1300 165kW 100kW Pumping load curtailment Full back-u 200kW 135kW BH2 1400-1600 190kW 100kW 200kW 160kW BH3 1700-2000 kW kW kW kW J {kVN) , ` NBH All othe� hours kW kW kW kW Customer Electric Data Ac4uisition A utility-provided interval meter is required for all demand response program participation, and, if such interval meter is not currently available, the Customer is responsibie for making any arrangements with their utility for upgrading the interval meter prior to program registration and acceptance. Participafion in the program requires ECI to have timely access to Customer meter data for the purpose of calculating baselines, providing near real time load monitoring, and verifying load drops. As such, Customer agrees to.install a data acquisition device at each utility meter enrolled in the program. Alternatively, Customer may choose to provide access to meter data through an existing monitoring system, energy management system or building automation system. At a cost of $5,000 per device, ECI can provision the installation of the data acquisition solution, if required. Please choose one: ❑ One-time $5,000 " device(s) _$ , deducted from Customer DR earnings ❑ Monthly fee =$ /month` monihs` device(s) _� , deducted from Customer DR earnings f�l �� u Annual fee =$ /year * years* device(s) _$ , deducted from Customer DR earnings Data acquisifion solution already exists or will be provided by the customer Data acquisifion solution is included in supplementary JCI Contract Customer Pavments For programs supported on the GridConnect platForm, ECI shall pay Customer, (unless specifically noted in this Appendix, within applicable program description): � Quarterly, in the month following receipt of the payment from RTO/ISO or utility ❑ Customer's payments will be held in a Customer Credit Account and designated to pay for future JCI projects as agreed to with the customer or refunded per the quarterly payment schedule at customer's request. Terms and condiiions apply as defined in Appendix 4. 4nnanrliv 1• FR('.(1T Gmcrncnry Rcennnca Ccniiro Prnnram — 4/1R/14 v2 Initialc• Initialc•