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R2011-036 - 2011-03-28ATTEST: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING A CONTRACT FOR AN EMERGENCY INTERRUPTIBLE LOAD SERVICE AGREEMENT. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for Emergency Interruptible Load Services, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for Emergency Interruptible Load Services. PASSED, APPROVED and ADOPTED this the 28 day of March, A.D., 2011. L A j FIB' Y SEC' TARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY RESOLUTION NO. R2011 -36 C ��1N TOM REID MAYOR This Demand Response Sales and Services Agreement (this "Agreement effective as of the last date executed below "Effective Date the scope of which is described more fully below, is made by and between EnerNOC, Inc. "EnerNOC located at 101 Federal St., Suite 1100, Boston, MA 02110 USA, and City of Pearland "Customer"), located at 3519 Liberty Dr, Pearland, TX 77581 -5410. EnerNOC and Customer are defined herein as the Parties "Parties to this Agreement. 1. Term. This Agreement shall commence on the Effective Date and end 60 months following the Effective Date (the "Initial Term provided that this Agreement shall renew for successive two -year terms (each a "Renewal Term" and together with the Initial Term, collectively the "Term unless either Party gives the other Party written notice of termination at least 30 days prior to the expiration of the Initial Term or any Renewal Term, as applicable. 2. EnerNOC Managed Services a. Scope of Services. EnerNOC agrees to manage Customer's participation in the demand response program(s), as further described in Attachment A -1 attached hereto (each individually the "Program" and collectively, the "Programs in accordance with the rules set forth by the applicable independent system /grid operator and /or utility, which are subject to amendment by the applicable independent system /grid operator and /or utility from time to time. EnerNOC will (i) work with Customer to develop an appropriate curtailment plan for Customer's business; (ii) complete all necessary permits and associated reporting on Customer's behalf; (iii) register Customer's Accepted Capacity (as defined in Attachment A -1); (iv) manage Customer's curtailable electrical capacity in the Programs and, upon notification by EnerNOC and acceptance by Customer, provide real time support to Customer during demand response events "Demand Response Events via, at Customer's sole discretion, direct load control or manual implementation by Customer, as applicable; and (v) reconcile all Program payments in accordance with the rules set forth by the applicable independent system /grid operator and/or utility and as further described in Attachment A -1. In addition, as necessary, EnerNOC will coordinate with Customer's host utility to capture kilowatt-hour (kWh) pulses from the Customer's primary utility meter to provide Customer near real -time, Internet enabled power monitoring. b. EnerNOC System. EnerNOC, as it deems necessary and at its sole option, may equip one or more of Customer facility address (each a "Site Address as identified on Attachment A -2 hereto with the EnerNOC system, which includes an EnerNOC Site Server "ESS that can, at Customer's sole discretion, enable remote generator start/stop, and/or direct load management, power metering, data collection, near real -time data communication, and Internet -based reporting and analytics. Subsequent to the date hereof, Attachment A -2 may be updated in writing from time to time by the Parties to reflect additional Site Addresses. 3. Customer Support Requirements a. ESS Installation. Within fourteen (14) days of notification from EnerNOC of an ESS installation requirement, Customer shall provide either a static or non static, as applicable, Internet Protocol (IP) address and Local Area Network (LAN) access that allows for Internet -based communication of Site Address' electricity consumption and Demand Response Event performance. b. Acceptance Testing. Customer agrees to collaborate with EnerNOC in testing the ESS at each Site Address where the ESS is installed in a timely manner prior to registering with the Program(s). c. Event Performance. Customer agrees to use commercially reasonable efforts to generate and/or reduce electrical demand to achieve Accepted Capacity as defined in Attachment A -1 at each Site Address when notified by EnerNOC during Demand Response Events. Customer and EnerNOC understand that the curtailable electrical capacity identified in Attachment A -2 does not represent Accepted Capacity and is solely the Parties' best estimate of performance and that Accepted Capacity may vary. d. Nondisclosure to Third Parties. Customer and EnerNOC acknowledge that in its relationship with the other Party, it may receive information including (but without limitation): confidential information, business strategies, financial information, information relating to the ESS and the EnerNOC System, and information contained in this Agreement, including the terms of the revenue sharing arrangement described in Attachment A -1 (all collectively "Confidential information Except as required by applicable law or regulation or as expressly set forth in Subsection 3(0 hereof, neither Party shall disclose any Confidential Information to any third party or allow any third party access to such Confidential Information. e. Trade Secret Protection Obligations. Customer shall not alter, reverse engineer, disassemble, decompile or copy the ESS or any other EnerNOC System components and shall not allow any third party to use, access, or examine the ESS or any other EnerNOC System components. f. Use of Confidential Information. Notwithstanding anything contained herein to the contrary, Customer acknowledges that EnerNOC may receive Confidential Information of Customer through data collected by the ESS and the EnerNOC System, which may be disclosed by EnerNOC to the applicable independent system /grid operator and /or utility as solely necessary for the performance of this Agreement. g. Service Provider Limitation. Customer agrees not to contract with any other demand response service provider for the Term of this Agreement. Should Customer wish to contract with another demand response service provider within one (1) year from the last day of the Term, Customer hereby entitles EnerNOC to match any written offer or proposal for demand response services within 30 days of receiving the proposal from Customer and, if EnerNOC matches such offer or proposal, EnerNOC shall be awarded the associated contract. 4. General Terms Document Control #00015720.0 ENERNOC Get More From Energy Demand Response Sales and Services Agreement Exhibit "A" Resolution No. R2011 -36 ENERNOC Get More From Energy a. Limitation on Liability. EnerNOC's liability hereunder is limited to direct actual damages as the sole and exclusive remedy, and total damages shall not exceed the lesser of (i) the total amount paid to Customer under this Agreement during the twelve- month period immediately preceding the event giving rise to the claim(s) or (ii) $250,000. All other remedies or damages (at law, in equity, tort, contract, or otherwise) are expressly waived, including any indirect, punitive, special, consequential, or incidental damages, lost profit, or other business interruption damages. b. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without giving effect to choice of law rules. c. Miscellaneous. Customer may not assign any of its rights or delegate any of its performance obligations hereunder without the prior written consent of EnerNOC. This Agreement contains the entire agreement between Customer and EnerNOC and may only be amended in writing signed by each of the Parties. If any of its provisions shall be held invalid or unenforceable, this Agreement shall be construed as if not containing those provisions and the rights and obligations of the Parties hereto shall be construed and enforced accordingly. This Agreement shall be binding upon the Parties together with their successors and assigns. d. Force Majeure. The Parties shall be excused for any failure or delay in the performance of their obligations hereunder due to acts of God or any other legitimate cause beyond their reasonable control. e. Termination. Either Party may terminate this Agreement immediately if the Program(s) is materially altered, suspended or ended. f. Notices. Any notices required or permitted to be given hereunder by either Party to the other shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery company; or (4) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to the Parties as follows (or to such other addresses as the Parties may request in writing by notice given pursuant to this Section): EnerNOC, Inc., Attn: Deputy General Counsel, 101 Federal Street, Suite 1100, Boston, MA 02110; and to the Customer at City of Pearland, at 3519 Liberty Dr, Pearland, TX 77581 -5410. Laurie Harrison EnerNOC, Inc. City of Pearland Name: Deputy Y General 0-9,-.,7,0 4 9,- Name: Title: APR 14 2011 Title: Signature: Signature: Date: Date: Document Control #00015720.0 Bill Eisen City Manager March 28, 2011 Program Hours During the program periods of February 1 to May 31, June 1 to September 30 and October 1 to January 31 (each a "Program Period demand response events may be called during any or all of the "Time Periods" in which the customer has elected to participate. The standing Time Periods are the following (all in CST): Business Hours 1 "BH1 non holiday weekdays from 8:00 a.m. to 1:00 p.m. Business Hours 2 "BH2 non holiday weekdays from 1:00 p.m. to 4:00 p.m. Business Hours 3 "BH3 non holiday weekdays from 4:00 p.m. to 8:00 p.m. Non Business Hour "NBH all other hours not defined as BH1, BH2 and BH3 Event Trigger ERCOT will initiate a Demand Response Event in EILS in the case of a defined system emergency. Advanced Notification Customer is expected to reduce demand by the start of the Demand Response Event and will be provided a minimum of 10 minutes advance notice. Event Frequency Duration No more than two Demand Response Events can be called per Program Period. The hourly limit per Program Period is eight (8) hours. The eight -hour limit, however, does not apply if a Demand Response Event is still in effect when the eighth hour lapses. Testing Requirement ERGOT may conduct a test demand response event up to 2 times per year. Document Control #00015720.0 ENERNOC Get More From Energy Attachment A -1 ERCOT Emergency Interruptible Load Service (EILS) 1. Program Description. The Electric Reliability Council of Texas' (ERCOT) Emergency Interruptible Load Service (EILS) enables program participants to receive revenue for being available to reduce electricity consumption when the reliability of the electric grid is in jeopardy and voltage reductions and rolling brownouts are imminent. 2. Program Rules. The terms of this Agreement will reflect the program terms and conditions of ERCOT or the Public Utility Commission of Texas (PUCT), which may be amended from time to time. The current terms are summarized below: 3. Customer Capacity a. Accepted Capacity. For purposes of this Agreement, "Accepted Capacity" shall represent the best estimate of Customer's performance based on analysis of consumption data and pre enrollment testing. Customer agrees that the Accepted Capacity may be adjusted by EnerNOC in the future to reflect actual performance, changes in facility operations, Program rules, regulations and /or other relevant information. b. Delivered Capacity. For purposes of this Agreement, "Delivered Capacity" will be the Accepted Capacity multiplied by the Customer's calculated performance factor and availability factor as set forth in the program rules and as measured by the ESS in each Program Period.. 4. Payments Capacity Payments. EnerNOC will pay Customer 63.00% of the Capacity Payments paid by ERCOT to EnerNOC in connection with Customer's making available Actual Capacity for participation in EILS as adjusted by the Customer's availability and Performance Factors. b. Underperformance. In no event shall Customer be penalized for underperformance or non performance, other than to have payments reduced to reflect availability and actual performance as described in Section 3 -b above. c. Payment Timing. EnerNOC shall make payments associated with Customer's participation in EILS to Customer following the Contract Period, and such payments shall be made within forty -five (45) days of EnerNOC's receipt of total payment from ERCOT. c. Timing of First Payment. Initial payments will begin to accrue on the first of the month following enablement, EnerNOC testing, and registration of the Accepted Capacity with ERCOT. Site Name, City, Zip Code Estimated Capacity (kW) ESI ID# FNWEC WWTP- 1008901023813897450103 1818 Reflection Bay Pearland 77581 100890102381389745010 3 Contract Period Business Hours 1 Business Hours 2 Business Hours 3 Non Business Hours Feb May 285 285 285 285 Jun Sep 285 285 285 285 Oct Jan 285 285 285 285 Kirby Waterwell- 1008901020900267660108 3110 Kirby Drive Pearland 77581 100890102090026766010 8 Contract Period Business Hours 1 Business Hours 2 Business Hours 3 Non Business Hours Feb May 172 172 172 172 Jun Sep 172 172 172 172 Oct Jan 172 172 172 172 Cullen Water Well- 1008901023812157880102 2555 Cullen Pearland 77581 100890102381215788010 2 Contract Period Business Hours 1 Business Hours 2 Business Hours 3 Non Business Hours Feb May 85 85 85 85 Jun Sep 85 85 85 85 Oct Jan 85 85 85 85 SouthEast Water Well- 1008901023815533830104 3945 Wells Drive Pearland 77581 100890102381553383010 4 Contract Period Business Hours 1 Business Hours 2 Business Hours 3 Non Business Hours Feb May 151 151 151 151 Jun Sep 151 151 151 151 Oct Jan 151 151 151 151 Barry Rose WWTP- 1008901000153520010100 1902 1/2 Barry Rose Rd. Pearland 77581 100890100015352001010 0 Contract Period Business Hours 1 Business Hours 2 Business Hours 3 Non Business Hours Feb May 235 235 235 235 Jun Sep 235 235 235 235 Oct Jan 235 235 235 235 Longwood WWTP- 1008901049393145040100 2727 Dixie Farm Pearland 77581 100890104939314504010 0 Contract Period Business Hours 1 Business Hours 2 Business Hours 3 Non Business Hours Feb May 236 236 236 236 Jun Sep 236 236 236 236 Oct Jan 236 236 236 236 South Down WWTP- 1008901019191997150100 3711 Soho Pearland 77581 100890101919199715010 0 Contract Period Business Hours 1 Business Hours 2 Business Hours 3 Non Business Hours Feb May 121 121 121 121 Jun Sep 121 121 121 121 Oct Jan 121 121 121 121 ENERNOC Attachment A -2 Get More From Energy Document Control #00015720.0 ' f 0 ENERNOC ® DemandS MART City of Pearland - DemandSMART Presented to: Presented by: Presented on: Jon Branson EnerNOC, Inc. 3/17/2011 t I z t 4 _ Presented by: Bradley Cotton t °7 bcotton@enernoc.corn € ,' 214.724.2761 SENERNOC .® DemandS MART Jon Branson City of Pearland 3519 Liberty Drive Pearland,TX 77581 Jon, Thank you very much for meeting with EnerNOC regarding the ERCOT EILS Demand Response program. I wanted to follow up with you and provide a financial estimate regarding Pearland,Texas as a potential EILS curtailment candidate. This estimate is intended to give you the data required to analyze the benefits of enrolling Pearland in the EILS program with EnerNOC. Enrolling in EILS with EnerNOC provides Pearland monetary benefit,early notification of TX grid degradation, and access to real time energy usage data without any out of pocket expense. FINANCIAL OPPORTUNITY Based on the historical data provided by CenterPoint, Pearland would be an attractive candidate for enrollment in the EILS program. There are seven ESI ID's included in this analysis and the average kW usage is defined in the table below. These values are not binding and would be adjusted once DemandSMART is in place to monitor minute by minute utility data. The Acceptance Test is scheduled at your convenience to simulate an event and optimize the nomination to ensure maximum financial performance to Pearland. The result is taken into consideration when determining the actual nomination values. Description ESI ID Gen Cap kW Nomination kW FNWEC WWTP 1008901023813897450103 1500 285 Kirby Water Well 1008901020900267660108 900 172 , South Down WWTP 1008901019191997150100 200 121 Cullen Water Well 1008901023812157880102 �ry 450 85 SouthEast Water Well 1008901023815533830104 450 151 Barry Rose WWTP 1008901000153520010100 300 235 'Longwood WWTP. 1008901049393145040100 600. 236 • Totals Avg.Demand and EILS Estimate Thursday, March 17,2011 1 QQ ENERNOC ® DemandSMART The financial benefit to Pearland is estimated below: Program Annual Revenue 5 year earnings •ERCOT EILS[7 ESI ID's] $45;557 $227,787 • Year Tests Total Duration Payment 1 ,, 2 45 min a m�_ $45,557 2 1 15 min $45,557 3 -` 1 -�� 15 min $45,557 ? 4 1 15 min $45,557 5 • 1� 15 min _.�$45,557�y EILS Annual Payment vs.Test Events ENABLING DEMAND RESPONSE To ensure that Pearland maximizes response, payment,and grid protection potential we have developed a networked infrastructure to each of our customer facilities that provides real-time utility data (1-minute interval in Texas), Demand Response event coaching(to ensure participation),alternative notification methods(phone, email,strobes,annunciation),and reporting through DemandSMART(web-based utility data portal). The energy usage data for Pearland is stored for the duration of the agreement and available in real-time for charting,zoom,comparison,and export. Energy Managers no longer have to wait for their billing cycle to see their usage and it can be particularly useful for energy efficiency projects, utility bill comparison,and Demand Response event performance. NE c:„,artc_Iy s:= 4,44J 7,1=4 4444-4 .ra-54,45 jr .S 1 - W JIT• 1v'1,CO In. 110.)Jn. 4_r:j is, NEXT STEPS Enrollment in Demand Response is straightforward. To proceed, Pearland would sign the standard EnerNOC agreement and a project plan would be devised with Pearland and EnerNOC. EnerNOC would then review your site to determine where best to install our equipment,at our cost,for DemandSMART data. A formal"curtailment plan"would be developed which identifies the steps to take during a demand response event.This would lead to a formal kW amount that EnerNOC would enroll in the EILS program. Thursday, March 17,2011 2 Q ENERNOC ® DemandS N A RT The program highlights are as follows: • Enrolling will provide an estimated$227,787 to Pearland over a 5 year period. • The program is flexible. Pearland can increase or decrease its nominated capacity every four months in EILS,depending upon economic circumstances. • The program would require no"out of pocket"cash expenditures. EnerNOC will install its equipment at its own cost. • EnerNOC buffers Pearland from any and all financial penalties. Pearland will never owe EnerNOC if it under-performs during a demand response event. • Pearland will have access to 1 minute energy usage data with EnerNOC's real-time utility portal. • EnerNOC's NOC will provide early notification of TX Grid degradation to Pearland. I trust this information will be helpful to you and please feel free to call me if you have any questions. Best Regards, Bradley Cotton,Business Development EnerNOC, Inc. I Phone:214.724.2761 I bcotton@enernoc.com I www.enernoc.com Thursday, March 17,2011 3 Supporting Information—ERCOT EILS Overview O ENER NOC EILS Highlights An ERCOT program designed to prevent blackouts when demand exceeds supply Trigger ERCOT initiates as a final measure before resorting to rolling blackouts Event History Only 2 x in 20 years(Dec.'89&Apr.'06)had program been in p/ace Event Duration Up to 8 hours per 4-month period Event Limitations 1 event/day;2 events/4-month period Notification 10 minutes advance notice Payments Customer receives payment 3 times per yearbased on"load to be shed" Non-Performance 6 month removal from the EILS program ERCOT Testing 1 ERCOT test/year,lasting approximately 15-30 minutes Nomination Test One time test to optimize financial performance,lasting 15-30 minutes Thursday, March 17,2011 4 EnerNOC Can Help you Achieve your Sustainability Goals As a certified carbon neutral company and a leader in energy management technology, EnerNOC is deeply committed to environmental stewardship and actively strives to make the world cleaner and greener for future generations. These efforts are not limited to only our business practice, as we also help our customers achieve their environmental goals and promote their successes through media and industry outreach. Carbon Emissions Avoidance through DemandSMART EnerNOC customers who curtail their energy usage during a demand response event without the assistance of a power generation unit avoid emissions of the greenhouse gases carbon dioxide, nitrous oxides, and sulfur dioxide. Additionally, our customers can achieve an estimated 2% additional savings in electricity usage through use of our DemandSMART application to uncover simple energy efficiencies in their facilities. The efficiencies our customers discover most often through DemandSMART include elimination of phantom loads, peak demand reduction, faulty equipment correction, and utility bill mistakes (although the latter has no bearing on greenhouse gas emissions, it does save on electricity costs). The table below quantifies for Pearland the estimated annual carbon dioxide emissions your company could avoid by participating in EnerNOC's DemandSMART programs and implementing such energy efficiency measures. Estimated Carbon Emissions Avoidance with EnerNOC DemandSMART Annual electricity usage 12,789,253 kW-hours Electricity curtailment amount during events 1,285 kW Annual hours of curtailment during events 2 hours Annual electricity usage avoided through curtailment 2,570 kW-hours Annual energy savings discovered through DemandSMART` 2% Annual electricity usage avoided through efficiencies 255,785 kW-hours Carbon dioxide emissions per kWh** 17 lbs. per kW-hour Annual carbon dioxide emissions avoided 4,392,036 lbs. Carbon Emissions Equivalencyt 4392036.02 lbs. of carbon dioxide is equal to... Greenhouse gas emissions from 395 passenger vehicles driven for one year Carbon dioxide emissions from the electricity use of 264 homes for one year Carbon sequestered by 52,704 tree seedlings grown for 10 years Greenhouse gas emissions from burning 878 tons of waste Carbon dioxide emissions from burning 9 railcars worth of coal *Estimated electricity usage savings through energy efficiency measures uncovered through use of DemandSMART application data. Two percent is the average electricity usage saved by customers who use DemandSMART for energy efficiency purposes. **Data is based on average emissions of carbon dioxide per kWh used in the CenterPoint service territory in 2007,the latest data available from the U.S.E.P.A.eGrid Database. t Data from U.S.E.P.A.Greenhouse Gas Equivalencies Calculator EnerNOC's Marketing&PR Support EnerNOC has successfully helped to market customers' sustainability efforts to build brands, raise industry awareness about energy or sustainability issues, and position companies as local heroes. Customers appreciate the recognition they receive in the workplace, and the recognition their company receives in the marketplace. We have published numerous customer-focused articles, won many awards for our customers, and provided countless customized materials to help communicate the value of energy management to our customers'stakeholders. City of Pearland ® ENERNOC L Demands MART Pearland, Texas DemandSMART Financial Analysis . ,,.. .r . .:'. .. . The Next Contracf:sl?eriod BeginstJtine 1.,201 __. __.' In order to maximize your earnings from DemandSMART,EnerNOC recommends you execute the sales and service agreement by April 1,2011 City of Pearland's participation in the next contract period could be worth up to$16,183 so don't delay! .. _ s, � ,_a. Payments» Number of City of Pearland facilities under proposal 6 Low Base High Expected February-May Contract Period Capacity(Weighted Average,kW) 1,221 1,285 1,349 Expected June-September Contract Period Capacity(Weighted Average,kW) 1,221 1,285 1,349 Expected October-January Contract Period Capacity(Weighted Average,kW) 1,221 1,285 1,349 City of Pearland's Average Demand Response Capacity(kW)(a) 1,221 1,285 1,349 Estimated ERCOT EILS Clearing Price$/MW-Hour(Weighted Average)(b) $6.10 $6.42 $6.75 Estimated Annual Hours of Participation(c) 8,760 8,760 8,760 EILS Clearing Price Percentage Payment to City of Pearland(d) 63% 63% 63% Estimated Annual Installed Capacity Payment to City of Pearland(equals(a)x(b)x(c)x $41,116 $45,557 $50,227 Average annual payments could range from$41,116 to$50,227 based on projected ERCOT average awarded bids. 7 Implemegtton.Gosts � Total EnerNOC Site Servers(ESS)Required 6 Value per ESS Installation $5,000 Total ESS Installed Cost for Facilities Under Proposal $30,000 ERCOT Reimbursement $0 City of Pearland Contribution to ESS Through Capacity Payment $0 EnerNOC Contribution to EnerNOC Site Server Installation $30,000 City of Pearland's Total Cash Cost $0 Expected Time to Payback 0 Months A, ° 7 t115 ^..- 'fie- T ttP ',*, Y" M7a` l Estimated Total Payments Over 5 Years $227,787 r w ldditional�FREE Benefits In ude: v, R-2. ' Online m tonne and}presentatipn of rea timetene g dafa with mandS AR, �� V£ Ad apoeBnotice ofareliabili ji events such as blackou&and b"awno1 s unerNO$C energy experts Quoted percentage payment is valid for 30 days. This analysis is based on estimated demand response capacity and estimated demand response pricing. Demand Response Capacity is subject to adjustment based on baseline determination by ERCOT. Actual results will be based on nominated capacity and pricing accepted by ERCOT. Final payments are determined by ERCOT and are subject to adjustments for availability and performance.