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Service Agreement – Demand Response Services Page 1 of 11
SERVICE AGREEMENT NO. 3436
DEMAND RESPONSE PROGRAM SERVICES
THIS Demand Response Program Services Agreement ("Agreement") is entered
into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation (“City”) and EnelX North America, Inc. (“Provider"), effective upon
execution by the City Manager or the City Manager’s designee (“City Manager”).
WHEREAS, Provider has bid to provide Demand Response Program Services in
response to Request for Proposal No. 3436 (“RFP”), which RFP includes the required
scope of work and all specifications and which RFP and the Provider’s proposal
response, as applicable, are incorporated by reference in this Agreement as Exhibits
1 and 2, respectively, as if each were fully set out here in its entirety.
NOW, THEREFORE, City and Provider agree as follows:
1. Definitions.
(A) Upgrade Site(s). The “Upgrade Site” refers to the O.N. Stevens Water
Treatment Plant, 13101 Leopard St. in Corpus Christi, Texas, 78410, for which Provider
will provide the Generator Compliance Project (as such services are described in
further detail herein).
(B) Enrollment Date. The “Enrollment Date” refers to the date specified in the
Provider’s enrollment e-mail to the City stating that the Upgrade Site is enrolled to
participate in one or more specified programs, as described in the attached
Attachment A – Exhibit 2, the Program Rule Attachment (“PRA”).
(C) Reimbursement Term. The “Reimbursement Term” shall commence as of
the Enrollment Date and continue through the period of time identified in the
attached Attachment B - Schedule 1 (“Reimbursement Schedule”), as may be
adjusted pursuant to Section 4(b) below.
2. Scope. Provider will provide Demand Response Program Services (“Services”) in
accordance with the attached Scope of Work, as shown in Attachment A, which
includes an overview of the emissions control system attached there to as
Attachment A – Exhibit 1, the content of which is incorporated by reference into
this Agreement as if fully set out here in its entirety, and in accordance with Exhibit
2.
(A) Provider will facilitate the provision of certain necessary ancillary
equipment modifications at the Upgrade Site, as: (i) such modifications are
required to comply with the Environmental Protection Agency administrative
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ruling referred to as RICE NESHAP, as such requirements exist as of the Effective
Date, in order to utilize on-site generation in connection with City’s participation
in one or more of the programs described in the PRA, and/or; (ii) such
modifications are otherwise mutually agreed upon between the parties and
required in order to utilize on-site generation in connection with City’s
participation in the program(s) at the Upgrade Site, as described in more detail in
this Section 2 and in Attachment A and Exhibit 2.
(B) Provider will manage the Generator Compliance Project and pay for the
Generator Compliance Project Costs as shown in the Reimbursement Schedule,
and as adjusted pursuant to Section 4 below (“Project Cost Adjustments”). Except
as set forth in Section 4 below. As used herein, “Generator Compliance Project”
refers to, collectively, the services and deliverables for the Upgrade Site for which
Provider will pay, as described in this Section 2. The Generator Compliance Project
will be completed in accordance with Attachment A and Exhibit 2 and with the
completion schedule provided in Attachment A – Exhibit 3, the “Generator
Compliance Project Completion Schedule.” The costs of these services and
deliverables, including permitting costs, are collectively referred to herein as
“Generator Compliance Project Costs.” Title to any deliverables of the Generator
Compliance Project will transfer upon delivery.
(C) At the Upgrade Site, City is solely responsible for any fees or costs in
addition to the Generator Compliance Project Costs associated with the
Generator Compliance Project, including but not limited to maintenance,
additional professional services, replacement parts, fuel costs, and insurance.
Provider is responsible for the permitting costs.
(D) At the Upgrade Site, City will operate and maintain the generator and
deliverables at all times in accordance with the written instructions of the
manufacturer, Provider, and Provider’s subcontractors and agents. In addition,
City will operate the equipment consistent with information that may be outlined
in an associated quote for the deliverables. City will use fuels with sulfur content
lower than 15 ppm by weight or other contaminates such as siloxanes,
phosphorus, zinc, barium, and lead. City will record all operating parameters on
an hourly basis.
(E) During the Term, City agrees to provide reasonable access and
cooperation to Provider, its subcontractors, and agents to the Upgrade Site in
order to deliver and install the deliverables and to provide all related services.
During the Term, City will allow Provider to remotely control the operation of the
generators at all times for testing, curtailment, and other related purposes;
provided, that City may elect to not allow Provider to remotely control the
generators by providing written notice to Provider.
3. Term. This Agreement commences upon the date of issuance of a notice to
proceed from the Contract Administrator or the Contracts and Procurement
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Division, or the performance date listed in the notice to proceed, whichever is
later (the “Effective Date”) and expires on September 30, 2026.
4. Payment and Reimbursement. Payments will be made in accordance with the
attached PRA which may be updated from time to time by written notice of the
Provider if the terms of the ERCOT program change.
(A) Reimbursement Deductions. For the Upgrade Site, City will begin to
accrue Capacity Payments and/or Energy Payments pursuant to this Agreement
beginning as of the Enrollment Date. For a given Upgrade Site, Provider will pay
Capacity Payments and/or Energy Payments to City, less all or a portion of the
Reimbursement Deduction (as identified in the Reimbursement Schedule),
following the Enrollment Date for the Upgrade Site during the Reimbursement
Term. Provider will pay Capacity Payments and/or Energy Payments in
accordance with the PRA, the table below, and Attachment B, which is attached
hereto and incorporated by reference.
Demand Response
Program
Aggregate
Anticipated
Capacity (kW)
Capacity Payment Rate Energy Payment Rate
Emergency Response
Service 2,679 70% N/A
Subject to the adjustments detailed in Section 4(B), Provider will deduct Generator
Compliance Project Costs from Capacity Payments and/or Energy Payments
otherwise due to City for the Upgrade Site over the Reimbursement Term as shown
in the Reimbursement Schedule. Following the Reimbursement Term, Provider will
pay Capacity Payments and/or Energy Payments to City for Upgrade Site. The
amount to be reimbursed in accordance with the Reimbursement Schedule is
limited to the actual Generator Compliance Project Costs as shown by proper
documentation of the Provider, including receipts, at the time of acceptance by
the City of the completed Generator Compliance Project.
(B) Project Cost Adjustments. The parties agree that the Generator
Compliance Project Cost identified in the Reimbursement Schedule is an initial
estimate. Provider reserves the right to adjust Reimbursement Deductions and/or
Reimbursement Term (as identified in the Reimbursement Schedule) at its sole
discretion in the event that the Generator Compliance Project Costs change by
30% or less than the amount listed in the Reimbursement Schedule. Provider will
provide no less than 30 days’ notice of any such adjustment. If the Generator
Compliance Project Cost listed in the Reimbursement Schedule changes by more
than 30% percent, then Provider may adjust Reimbursement Deductions and/or
Reimbursement Term, only in the event that Provider obtains prior written approval
from City. For avoidance of doubt, the cumulative amount of all changes cannot
exceed 30% of the amount listed in the Reimbursement Schedule without prior
written approval of the City.
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5. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement. The City’s Contract Administrator for this Agreement is as follows:
Name: Diana Zertuche-Garza
Department: Utilities Department
Phone: (361) 826-1627
Email: DianaZ@cctexas.com
6. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Provider must
deliver a certificate of insurance (“COI”), as proof of the required insurance
coverages, to the City’s Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days’
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Provider to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFP or as may be
added to Attachment C, and such content is incorporated here in this Agreement
by reference as if each bond’s terms, conditions, and amounts were fully set out
here in its entirety.
7. Inspection and Acceptance. City may inspect all Services or products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re-worked immediately at no charge
to the City.
8. Warranty.
(A) The Provider warrants that all products supplied under this Agreement are
new, quality items that are free from defects, fit for their intended purpose, and of
good material and workmanship. The Provider warrants that it has clear title to
the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Provider or, if indicated in Attachment D by the manufacturer,
for the period stated in Attachment D. Attachment D is attached to this
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Agreement and is incorporated by reference into this Agreement as if fully set out
here in its entirety.
(C) Provider warrants that all Services will be performed in accordance with
the standard of care used by similarly situated contractors performing similar
services.
(D) Warranty Limitations. IF THE SERVICES BECOME OR ARE LIKELY TO BECOME
THE SUBJECT OF ANY THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM
OR ACTION, PROVIDER MAY, AT PROVIDER’S SOLE OPTION, EITHER: (I) REPLACE
SUCH SERVICES WITH AN EQUALLY SUITABLE SERVICE FREE OF INFRINGEMENT; (II)
MODIFY OR OBTAIN A LICENSE FOR THE SERVICES SO THAT THEY NO LONGER
INFRINGE ON ANY RIGHTS; OR (III) AFTER PROVIDER HAS DEMONSTRATED ITS GOOD
FAITH EFFORTS TO ACHIEVE THE FOREGOING WITHOUT SUCCESS, TERMINATE THE
AGREEMENT. EXCEPT AS PROVIDED HEREIN, THE SERVICES (AND ANY SOFTWARE,
HARDWARE, OR OTHER COMPONENT THEREOF) ARE PROVIDED AS IS WITHOUT ANY
WARRANTY OF ANY KIND. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST
EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
9. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City’s City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
10. Independent Contractor. Provider will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Provider be considered an employee of the City.
11. Subcontractors. Provider may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Provider must obtain prior written approval from the Contract Administrator unless
the subcontractors were named in the proposal or in an Attachment to this
Agreement, as applicable. In using subcontractors, the Provider is responsible for
all their acts and omissions to the same extent as if the subcontractor and its
employees were employees of the Provider. All requirements set forth as part of
this Agreement, including the necessity of providing a COI in advance to the City,
are applicable to all subcontractors and their employees to the same extent as if
the Provider and its employees had performed the work. The City may, at the
City’s sole discretion, choose not to accept Services performed by a
subcontractor that was not approved in accordance with this paragraph.
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12. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
13. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
14. Taxes. The Provider covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
15. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Diana Zertuche-Garza
Title: Contracts/Funds Administrator
Address: 2726 Holly Road, Corpus Christi, Texas 78415
Phone: (361) 826-1627
Fax: (361) 826-4495
IF TO PROVIDER:
Enel X
Attn: Greer Gardner
Title: Senior Business Development Manager
Address: One Marina Park Drive, Suite 400 Boston, MA 02210
Phone: (617) 224-9900
Fax: N/A
16. PROVIDER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE
CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS
(“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS,
CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER
NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL
INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF
INJURY, LOSS, OR DAMAGE, INCLUDING ALL REASONABLE EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE PROVIDER OR RESULTS FROM THE NEGLIGENT ACT,
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OMISSION, MISCONDUCT, OR FAULT OF THE PROVIDER OR ITS
EMPLOYEES OR AGENTS. PROVIDER MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL REASONABLY SATISFACTORY TO THE CITY ATTORNEY, AND
PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND
EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID
LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE
INDEMNIFICATION OBLIGATIONS OF PROVIDER UNDER THIS SECTION
SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS
AGREEMENT.
17. Termination.
(A) Either Party may terminate this Agreement for the other Party’s failure to
comply with any of the terms of this Agreement. The non-defaulting Party must
give the defaulting Party 30 days’ written notice of the breach. If the defaulting
Party has not cured within the 30-day period, the non-defaulting Party may
terminate this Agreement immediately thereafter. The City may also terminate
this Agreement upon 24 hours written notice to the Provider for failure to pay or
provide proof of payment of taxes as set out in this Agreement.
(B) If this Agreement is terminated, prior to the expiration date, for any reason
other than the Provider’s failure to comply with any terms of the Agreement and
Provider has not received full reimbursement for the Generator Compliance
Project Costs, City will pay to Provider within 30 days of the termination date the
amount of the Generator Compliance Project Costs that have not yet been
reimbursed in accordance with Section 4.
18. Owner’s Manual and Preventative Maintenance. Provider agrees to provide a
copy of the owner’s manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Provider must provide such documentation upon delivery of such
equipment.
19. Right to Audit Records. The City may audit Provider’s records to determine its
compliance with the terms of this Agreement. Provider, during normal business
hours shall allow City reasonable access to its records and books and all other
relevant records related to the Services provided under this Agreement, including
the Generator Compliance Project Costs.
20. Limitation of Liability. Each Party’s maximum liability under this Agreement is limited
to the total amount of the Generator Compliance Project Costs. In no event shall
either Party be liable for incidental, consequential or special damages.
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21. Assignment. No assignment of this Agreement by the Provider, or of any right or
interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the Provider
is of the essence of this Agreement, and the City Manager's right to withhold
consent to such assignment is within the sole discretion of the City Manager on
any ground whatsoever.
22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the RFP document including any addenda (Exhibit 1); then,
D. the Provider’s proposal response (Exhibit 2).
24. Certificate of Interested Parties. Provider agrees to comply with Texas Government
Code Section 2252.908, as it may be amended, and to complete Form 1295
“Certificate of Interested Parties” as part of this Agreement if required by said
statute.
25. Governing Law. Provider agrees to comply with all federal, Texas, and City laws in
the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Provider
agrees that the contract can be terminated if the Provider knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
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28. Aggregate Data Collection and Usage. The City acknowledges and agrees that
Provider may: (i) collect, process and aggregate any data used with, stored in, or
related to the Services, including, without limitation, end-user energy usage and
demand data, and create aggregate data records (“Aggregate Data”) by
removing any personally identifiable information (“PII”) from the underlying data;
(ii) use such Aggregate Data to improve the Services, develop new solutions,
understand actual energy usage and demand trends and general industry trends,
develop white papers, reports, or databases summarizing the foregoing, and
generally for any legitimate purpose related to Provider’s business; and (iii) share
Aggregate Data with third parties or publish any reports, white papers, or other
summaries based on Aggregate Data.
29. Confidentiality.
(A) Nondisclosure to Third Parties. In performing its obligations under the
Agreement, each Party may receive non-public information of the other Party
(“Confidential Information”). Each Party, on behalf of itself and its employees,
contractors and agents (collectively, “Representatives”), agrees not to, except as
set forth in Section 3(b) and (c) or as required by applicable law or regulation, use
or disclose Confidential Information during or after the Agreement without the
prior written consent of the other Party. To protect Confidential Information, each
Party agrees to: (i) limit dissemination of Confidential Information to only those
Representatives having a “need to know”; (ii) advise each Representative who
receives Confidential Information of the confidential nature of such information;
and (iii) have appropriate agreements, policies and/or procedures in place with
such Representatives sufficient to enable compliance with the confidentiality
obligations contained herein. Notwithstanding the foregoing, Provider may share
Confidential Information with affiliates to the extent permitted by applicable law
and the Provider energy procurement advisory process guidelines, as applicable,
and as amended from time to time. Each Party is responsible for any breach by
its Representatives.
(B) Use of Confidential Information. The City acknowledges that Provider may
receive Confidential Information of the City from the applicable independent
system/grid operator, utility and/or supplier, through data collected through the
Solutions or otherwise, which may be used or disclosed by Provider as necessary
for the performance of the Agreement.
(C) Texas Public Information Act. The Parties acknowledge that the City is a Texas
governmental entity subject to the Texas Public Information Act (the “Act”).
Should the City receive a request for disclosure of Confidential Information
pursuant to the Act, City will promptly provide Provider with notice of such request
so that Provider may avail itself of any opportunities to establish reasons why the
information should be withheld prior to disclosing such Information. The burden of
establishing the applicability of exceptions to the disclosure of Confidential
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Information under the Act resides with Provider. Should Provider be unable to
establish a valid exception from disclosure or exclusion from the Act, then City
may release the information, solely to the extent necessary to comply with the
Act.
31. Ethics and Anticorruption. Provider declares that in managing its business activities
and its relationships, it adheres to the principles contained in its Code of Ethics, the Zero
Tolerance of Corruption Plan and the Organisation & Management Model adopted
pursuant to Italian Legislative Decree 231/2001 (available at
https://www.enel.com/investors/a/2016/08/code-of-ethics). Moreover, as a subsidiary
of Enel S.p.A., Provider declares its adherence to the United Nations Global Compact.
Provider wishes its counterparties to refer to the same principles in managing their
business activities and relationships. Provider prohibits any promises, offers, or requests
of illegal payments, in cash or other benefits, with the objective of gaining an
advantage in its relationships with stakeholders, and this prohibition is extended to all
of its employees.
32. Privacy laws. The parties shall comply at all times with the requirements of
applicable data privacy laws, including Regulation (EU) 2016/679 known as the
General Data Protection Regulation, as may be amended from time to time. The
Privacy Notice Standard available at www.enelx.com/northamerica/privacy-policy
shall form part of the Agreement and is hereby incorporated by reference.
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PROVIDER
Signature:
Printed Name:
Title:
Date:
CITY OF CORPUS CHRISTI
________________________________________________
Josh Chronley
Interim Assistant Director, Contracts and Procurement
Date: _________________________
APPROVED AS TO LEGAL FORM:
_____________________________________________________
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment A – Exhibit 1: Emissions Control System Overview
Attachment A – Exhibit 2: Program Rule Attachment
Attachment A – Exhibit 3: Generator Compliance Project Completion Schedule
Attachment B: Bid/Pricing Schedule
Attachment B – Schedule 1: Reimbursement Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFP No. 3436
Exhibit 2: Provider’s Proposal Response
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Vice President
May 5, 2021 | 1:38 PM EDT
Joel Obillo
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5/19/2021
08-10-2021
M2021-163___________________Authorized By
Council ________________________
8/11/2021
ATTEST:
_____________________________
Rebecca Huerta
City Secretary
RFP Template 10.27.20
Attachment A -Scope of Work
1.1. General Requirements
A. The Demand Response Program is designed to be deployed by ERCOT
(Electricity Reliability Council of Texas) when there is a high demand for
electricity that potentially risks system reliability. ERCOT solicits qualified loads
and generators to be available for deployment of load curtailment for use
during an electric grid emergency. These customers enroll in ERS through a
qualified scheduling entity (QSE) to provide load reduction and on-site
generation capabilities to reduce the possibility of rolling blackouts within the
ERCOT electric grid.
B. ERS resources are designed to be deployed under Energy Emergency Alert Level
1, Level 2, or Level 3. Energy Emergency Alert Level 1 and Level 2 events are
preliminary and intermediate stage events intended to limit the need for Level 3
events. ERCOT procures ERS resources three times each year. Each of the three
Standard Contract Terms is split into a four-month season; each season is
comprised of up to six time periods for participation and two response time
options, either a ten minute or a 30-minute response time.
C. The Contractor shall finance and implement equipment upgrades to meet
compliance standards for participation in Demand Response (DR) Program and
permitting costs for three (3) diesel generators located at the O.N. Stevens Water
Treatment Plant (ONSWTP), 13101 Leopard St. in Corpus Christi, Texas, 78410 and
improve the generators’ overall performance and capabilities.
D. The Contractor shall be responsible for turnkey solutions for DR program, will
manage the program from the beginning to the end including equipment
installation for generator upgrades and permitting, enrollment in DR program
and structure demand response payments to cover costs.
1.2. Scope of Work
A. The Contractor shall develop a Project Management Plan and incorporate
the Texas Demand Response Program Guidelines for participation for eligible
generators at the ONSWTP.
a.The Contractor shall develop a generator upgrade project timeline including
shutdown and testing for all generators and provide all labor, equipment
and materials required.
b.The Contractor shall provide a schedule (or project timeline) including
activities showing durations for engineering, permitting, procurement,
fabrication, construction (civil, mechanical, electrical), testing,
commissioning and turnover. The schedule should be time-scaled, showing
start and completion dates. The schedule shall include all contractor’s off-
site manufacturing and fabrication, work site activities and their
interdependences.
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RFP Template 10.27.20
c.The Contractor shall recommend and use one of the baseline
methodologies ERCOT recommends that will maximize ONSWTP’s earning
potential.
d.The Contractor shall apply for and assume cost for all required permitting,
including federal, state and local entities.
e.The Contractor shall assume liability for non-compliance with USEPA, TCEQ,
in behalf of the City of Corpus Christi, etc.
f.The Contractor shall provide estimated Capacity Payments, Capacity
Payment Split and Project Cost Deductions for Years 1 through 5 and include
program periods (Spring, Summer and Fall).
B. The Contractor shall install the proper required emissions upgrades for the non-
compliant generators to meet RICE NESHAP (Reciprocating Internal Combustion
Engines National Emission Standards for Hazardous Air Pollutants), recommend
capacity pricing and performance and calculated payments, explain how we
are protected from underperformance penalties or fines.
a.The Contractor shall be responsible for reviewing existing generator
specifications, see Exhibit 1, and propose upgrade for generators to
participate in DR program.
b.The Contractor shall evaluate asset compliance, including federal, state and
local requirements.
c.The Contractor shall outline the upgrades to meet RICE NESHAP for
participation in the DR program.
d.The Contractor shall purchase and install equipment to bring generators into
compliance, complete the initial stack test and include an annual
maintenance plan.
e.The Contractor shall describe how they will measure event performance,
calculate payment and project cost deductions from earnings and revenue
percentage split after cost deductions are in place.
f.The Contractor shall explain how City is protected from non-performance
and will not incur any out of pocket expenses by participating in the
program.
C. The Contractor shall develop and be responsible for compliance services
including RICE NESHAP non-emergency use requirements and monitoring plan for
ONSWTP generators.
a.The Contractor shall develop a monitoring and control system to operate
the equipment in compliance with all local, state and government
requirements for non-emergency operations.
b.The Contractor shall provide annual testing and compliance reporting to
ensure the generators are working properly.
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RFP Template 10.27.20
c.The Contractor shall submit all compliance reports to air agency or EPA.
d.The Contractor shall monitor regulatory changes, policy changes affecting
DR payments and provide ongoing recommendations.
D. The Contractor shall provide a communication plan, technical support and a
real-time data plan.
a.The Contractor shall develop a Communication Plan in order to respond to
DR events.
b.The Contractor shall provide a weekly schedule and a two-week outlook on
project management and include safety items, weather delays, etc.
c.The Contractors shall provide 24x7x365 technical support with an application
available on desktop and portable devices and real-time data.
d.The Contractor shall provide alerts for situations such as grid issued and
support to help meet curtailment targets.
E. The Contractor shall provide all operations and maintenance (O&M) manuals for
all provided equipment and materials.
F. The Contractor shall comply with City’s safety and quality requirements and
provide the City with copies of their safety and quality programs as part of the
proposal.
G. The Contractor shall provide site requirements needed to perform work such as
laydown requirements, work hours, access to ONSWTP, etc.
H. The Contractor shall be responsible for providing construction power, lighting,
office/trailer, potable water, sanitary stations, waste/disposal services.
1.3. Work Site and Conditions
A. The Contractor shall establish and maintain a complete Quality Control Program
that is acceptable to the Contract Administrator to assure that the requirements
of the Contract are provided as specified. The Contractor will also provide
supervision of the work to insure it complies with the contract requirements.
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RFP Template 10.27.20
Exhibit 1
Emissions Control System Overview
Generator 1 Generator 2 Generator 3
Description Generator 1 Generator 2 Generator 3
Engine Model Cummins:
DQKC-4489668
Cummins:
DQKC-4489668
Cummins:
DQKC-4489668
Specification 5 KV (4160) volts, 3 Phase 5 KV (4160) volts, 3 Phase 5 KV (4160) volts, 3 Phase
Serial No. A010191067 A010191068 A010191069
Power 2000 KW 2000 KW 2000 KW
Fuel ULSC ULSD ULSD
Exhaust Flow Rate 15,500 acfm 15,500 acfm 15,500 acfm
Exhaust Temperature 890°F 890°F 890°F
Catalyst Model AirClarity 2000 or
equivalent
AirClarity 2000 or
equivalent
AirClarity 2000 or
equivalent
Type Catalytic Converter Catalytic Converter Catalytic Converter
# of Elements required 1 per engine 1 per engine 1 per engine
Cell Density 200 cpsi 200 cpsi 200 cpsi
Approx. Dimensions 33.5x24 in. 33.5x24 in. 33.5x24 in.
Approx. Weight (without /
with catalyst) ~300 lbs. ~300 lbs. ~300 lbs.
Approx. Pressure Drop ~2.5” w.c. ~2.5” w.c. ~2.5” w.c.
Connection Size 16” Flange 16” Flange 16” Flange
Exhaust Component % Reduction % Reduction % Reduction
CO 70 70 70
NOx
NMHC
PM
Attachment A
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Program Rule Attachment
Emergency Response Service
1.Program Description. The Electric Reliability Council of Texas (“ERCOT”) Emergency Response Service ten (10) minute
(“ERS-10”) and thirty (30) minute (“ERS-30” and together with ERS-10, “ERS”) program (“Program”) is designed to be
deployed by ERCOT when demand for electricity is high and system reliability is at risk. ERS is meant to help alleviate the
potential for blackouts and brownouts by providing ERCOT with resources to call upon in a defined emergency situation.
2.Program Rules. The terms herein will reflect ERS Program terms and conditions, which may be amended from time to
time by ERCOT, and the current terms of which are summarized in the table below:
Program Periods Customer may contract with Provider to provide ERS year-round during the “Program Periods”
defined by ERCOT as February to May, June to September, and October to January.
Program Enrollment
Enrollment for the Program Periods takes place annually on February 1, June 1 or October 1 (“
Enrollment Period”). For each Program Period, Provider may enroll Customer in the Program for
either ERS-10 or ERS-30.
Program Hours
Customer can elect to participate during any or all of the ERCOT defined time periods: Time
Period 1 (“TP1”), Time Period 2 (“TP2”), Time Period 3 (“TP3”), Time Period 4 (“TP4”), Time
Period 5 (“TP5”), Time Period 6 (“TP6”), Time Period 7 (“TP7”), and/or Time Period 8 (“TP8”).
The time periods are described in Central Prevailing Time (“CPT”) as follows:
TP1: Hours Ending (as defined below) 0600 – 0900 (5:00:00 a.m. to 9:00:00 a.m. CPT) Monday
through Friday except ERCOT Holidays.
TP2: Hours Ending 1000 - 1300 (9:00:00 a.m. to 1:00:00 p.m. CPT) Monday through Friday
except ERCOT Holidays.
TP3: Hours Ending 1400 - 1600 (1:00:00 p.m. to 4:00:00 p.m. CPT) Monday through Friday
except ERCOT Holidays.
TP4: Hours Ending 1700 - 1900 (4:00:00 p.m. to 7:00:00 p.m. CPT) Monday through Friday
except ERCOT Holidays.
TP5: Hours Ending 2000 - 2200 (7:00:00 p.m. to 10:00:00 p.m. CPT) Monday through Friday
except ERCOT Holidays.
TP6: Hours Ending 0600 – 0900 (5:00:00 a.m to 9:00:00 a.m CPT) Weekends and ERCOT
Holidays.
TP7: Hours Ending 1600 – 2100 (3:00:00 p.m to 9:00:00 p.m CPT) Weekends and ERCOT
Holidays.
TP8: All other hours.
The term “Hours Ending” shall mean an integer value between hours 1 and 24 representing the
hour block ending with that clock hour. For example, hour 1 refers to the time between 00:01 to
01:00.
Event Trigger Demand response events will only be called in the event of an emergency, as defined by ERCOT.
Advanced Notification
Customers enrolled in the Program for ERS-10 must be able to respond to a demand response
event notice within ten (10) minutes of such notice provided by Provider. Customers enrolled in
the Program for ERS-30 must be able to respond to an ERS demand response event notice
within thirty (30) minutes of such notice provided by Provider.
Event Frequency &
Duration
Maximum of eight (8) hours per Program Period, unless a demand response event is still in effect
when the eighth hour lapses, after which Customer is obligated to respond for up to four (4)
additional hours; provided that Customer may voluntarily extend the maximum number of
availability hours during any Program Period by providing written notice to Provider sixty (60)
days prior to the start of the Program Period. Customers that opt to have their availability hours
extended will be re-obligated at ERCOT’s discretion.
Attachment A
Exhibit 2
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Testing Requirement
ERCOT may conduct a load-shedding test of each Customer resource once every three hundred
thirty (330) days unless such resource has met the ERCOT Performance Factor (as defined
below) requirements during a demand response event occurring in the preceding three hundred
thirty (330) days. In addition, if a Customer resource does not meet the ERCOT Availability Factor
(as defined below) requirements for an entire Program Period, ERCOT may re-test such resource
at any time.
Metering Equipment
ERS resources are required to have an ERCOT-approved meter capable of measuring energy
consumption or net injection of energy in fifteen (15) minute intervals and meeting the accuracy
standards prescribed by ERCOT so that performance can be monitored and recorded.
Prohibition of Other
Market Activity
No part of the contracted capacity of an ERS resource can be committed to other Programs
where it receives a separate reservation payment for such an obligation.
The foregoing table reflects the current terms and conditions of the Program, which may be amended by Provider from time to
time by providing email notice to Customer with no further act required by Provider or Customer.
Customer shall be considered enrolled in the Program and eligible to earn demand response payments upon the date
referenced in the Program enrollment notification email sent by Provider to Customer, such email to indicate Customer
enrollment as ERS-10 or ERS-30.
3.Customer Capacity.
a.Accepted Capacity. “Accepted Capacity” shall represent the best estimate of Customer’s expected curtailment based
on analysis of consumption data and pre-enrollment testing. Customer agrees that the Accepted Capacity may be
adjusted by Provider in the future to reflect actual performance, changes in facility operations, Program rules,
regulations and/or other relevant information.
b.Delivered Capacity. “Delivered Capacity” will be the calculated performance with respect to Customer’s baseline
(“Performance Factor”) as adjusted by Customer’s availability factor (“Availability Factor”), as set forth in the ERCOT
protocols and the ERS Technical Requirements and Scope of Work document for the relevant Program Period.
Customer’s Delivered Capacity will be determined at the end of each Program Period by Provider and ERCOT.
4. Payments.
a.Payments to Customer.
i.Capacity Payments. Provider will pay Customer a Capacity Payment Rate in connection with Customer’s making
available Delivered Capacity for participation in ERS as adjusted by Customer’s Availability Factor and
Performance Factor (“Capacity Payments”). If the product of a Customer’s Availability Factor and Performance
Factor is less than 50%, Customer’s Delivered Capacity will be adjusted to zero (0) for purposes of calculating
Capacity Payments.
ii.Payment Cap. Should Delivered Capacity exceed Accepted Capacity, Customer will be paid at Accepted Capacity
assuming Customer meets all availability requirements as determined by ERCOT.
iii.Underperformance. In no event shall Customer be penalized for underperformance or non-performance, other
than to have payments reduced to reflect availability and Delivered Capacity as described in Section 3(b) above.
b.Payment Timing. Provider shall make all payments associated with Customer’s participation in ERS to Customer
following the Program Period, and such payments shall be made within forty-five (45) days of Provider’s receipt of
total payment from ERCOT.
c.Timing of First Payment. Initial payments will begin to accrue on the first day of the Program Period with ERCOT as
defined in Section 2.
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Attachment A - Exhibit 3DocuSign Envelope ID: 6A5E7F67-ED6E-4446-9820-0A2FFCBD4BCCDocuSign Envelope ID: C07968BE-C7EE-43DE-AD4A-C35CED117B1A
CITY OF CORPUS CHRISTI
Pricing Form
CONTRACTS AND PROCUREMENT DEPARTMENT
RFP No. 3436
Demand Response Program
PAGE 1 OF 1 DATE:
PROPOSER AUTHORIZED SIGNATURE
1. Refer to “Instructions to Proposers” and Contract Terms and Conditions before completingproposal.2. Provide your best price for each item.3. In submitting this proposal, Proposer certifies that:
a. the prices in this proposal have been arrived at independently, without consultation,
communication, or agreement with any other Proposer or competitor, for the purpose
of restricting competition with regard to prices;
b.Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information
on file with City’s Contracts and Procurement office, pursuant to the Code of
Ordinances, is current and true.
c.Proposer has incorporated any changes issue through Addenda to the RFP in this
pricing.
Item Description UNIT Unit Price Total
1 Generator 1 Upgrade Cost EA $ $
2 Generator 2 Upgrade Cost EA $ $
3 Generator 3 Upgrade Cost EA $ $
Total Cost of Upgrades $
Estimated Demand Response
Revenue UNIT Unit Price Total
4 Year 1 Estimated Revenue EA $ $
5 Year 2 Estimated Revenue EA $ $
6 Year 3 Estimated Revenue EA $ $
7 Year 4 Estimated Revenue EA $ $
8 Year 5 Estimated Revenue EA $ $
Total Estimated Revenues $
Capacity Payment Split City Vendor
Percentage % %
Dollars $ $
Total Payment to the City $
57,005.56
57,005.56
57,005.56
57,005.56
57,005.56
* (see below)
322,043.22
42,258
322,043.22
98,612 estimated
98,612 estimated
98,612 estimated
13,104.11 estimated
13,104.11 estimated
98,612
3070
* Demand Response payment rates are set 3 times per year in seasonal
auctions run by ERCOT. All providers are awarded the same rate, and we will
pay the City of Corpus Christi at the market clearing price. $52.58 is an
estimation of the forecasted market clearing rate based on past annualized
clearing rates.
171,016.68
57,005.56
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Enel X North America, Inc.
April 22, 2021 | 1:36 PM EDT
Attachment B - RFP/Pricing Schedule
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Schedule 1
Reimbursement Schedule
Generator Compliance Project Cost $171,016.68
Reimbursement Term 24 months, beginning as of the Enrollment Date.
Reimbursement Deduction (per month) The maximum monthly Reimbursement Deduction is equal to
the greater of:
(a) $7,125.70 (the “Monthly Deduction Amount”); and
(b) the difference between (i) (A) the Monthly Deduction Amount
multiplied by (B) the number of Elapsed Months, minus (ii) all
prior Reimbursement Deductions.
Where, “Elapsed Months” means the number of months that
have elapsed since the commencement of the Reimbursement
Term.
For the avoidance of doubt, the maximum monthly
Reimbursement Deduction will not exceed (1) the remaining
unpaid Generator Compliance Project Costs or (2) total
Capacity Payments and Energy Payments from the Upgrade
Site(s) and, as applicable, the Contributing Site(s) for that given
month.
Attachment B
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Attachment C - INSURANCE REQUIREMENTS
I. CONTRACTOR’S LIABILITY INSURANCE
A. Contractor must not commence work under this agreement until all insurance required
has been obtained and such insurance has been approved by the City. Contractor
must not allow any subcontractor Agency to commence work until all similar insurance
required of any subcontractor Agency has been obtained.
B. Contractor must furnish to the City’s Risk Manager and Contract Administer one (1) copy
of Certificates of Insurance (COI) with applicable policy endorsements showing the
following minimum coverage by an insurance company(s) acceptable to the City’s Risk
Manager. The City must be listed as an additional insured on the General liability and
Auto Liability policies by endorsement, and a waiver of subrogation is required on all
applicable policies. Endorsements must be provided with COI. Project name and or
number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation,
required on all certificates or by
applicable policy endorsements
Bodily Injury and Property Damage
Per occurrence - aggregate
Commercial General Liability Including:
1. Commercial Broad Form
2. Premises – Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
$1,000,000 Per Occurrence
AUTO LIABILITY (including)
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
$1,000,000 Combined Single Limit
WORKERS’ COMPENSATION
EMPLOYER’S LIABILITY
Statutory
$500,000 /$500,000 /$500,000
PROFESSIONAL LIABILITY
(Errors and Omissions)
$1,000,000 Per Claim
(Defense costs not included in face
value of the policy)
If claims made policy, retro date must be
prior to inception of agreement, have
extended reporting period provisions and
identify any limitations regarding who is
insured.
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C. In the event of accidents of any kind related to this agreement, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers’ compensation
coverage through a licensed insurance company. The coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The
workers’ compensation coverage provided must be in an amount sufficient to assure
that all workers’ compensation obligations incurred by the Contractor will be promptly
met.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance coverage
written on an occurrence basis, by companies authorized and admitted to do business
in the State of Texas and with an A.M. Best's rating of no less than A- VII.
C. Contractor shall be required to submit a copy of the replacement certificate of
insurance to City at the address provided below within 10 days of the requested
change. Contractor shall pay any costs incurred resulting from said changes. All notices
under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, volunteers, and elected representatives
as additional insured by endorsement, as respects operations, completed operation
and activities of, or on behalf of, the named insured performed under contract with the
City, with the exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City
of Corpus Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal or material change in coverage, and not less
than ten (10) calendar days advance written notice for nonpayment of premium.
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E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of
coverage, Contractor shall provide a replacement Certificate of Insurance and
applicable endorsements to City. City shall have the option to suspend Contractor's
performance should there be a lapse in coverage at any time during this contract.
Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide
and maintain any insurance or policy endorsements to the extent and within the time
herein required, the City shall have the right to order Contractor to remove the exhibit
hereunder, and/or withhold any payment(s) if any, which become due to Contractor
hereunder until Contractor demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor’s performance of the work covered
under this agreement.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory
with respect to any insurance or self-insurance carried by the City of Corpus Christi for
liability arising out of operations under this agreement.
I. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this agreement.
2020 Insurance Requirements
Ins. Req. Exhibit
Contracts for General Services – Services Performed Onsite – Professional Liability
04/14/2020 Risk Management – Legal Dept.
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Attachment D
Warranty Requirements
1. e2comply LLC Proposal/Scope of Work (SOW) – e2c2032 – 5 yr – 3 Gens – Rev C
Re: Corpis Christi WWTP
Dated: April 21, 2021 (revised, tax exempt)
i. Shows that this project is warrantied for 60 months or 10,000 Hours from Commission
Date.
ii. References the e2comply LLC SOW with Enel X:
Acceptance of this Agreement is limited to and includes acceptance of the above
terms, including all attachments, the Terms and Conditions, any documents
incorporated by reference, and the MSA or SOW Agreement effective as of December
13, 2017, February 4, 2019 and June 1, 2020 by and between Enel X North America,
Inc. (formerly known as EnerNOC, Inc.) and e2comply LLC.
2. e2comply LLC (“Subcontractor”) SOW with Enel X North America, Inc. (“Enel X”) states:
Limited Warranty. Subcontractor warrants, subject to the exclusions contained in this Section
(5), that any Deliverables shall be free of defects in material and workmanship for the Warranty
Period. This warranty excludes any issues and defects caused by Enel X (or its customer’s)
abuse, neglect, or improper maintenance of the emission control system, engine, vehicle, or
equipment, as specified in all owner’s and operation manuals or any other written information
from Subcontractor. In addition, accessories or other parts, including internal parts, of the
Deliverables furnished by Subcontractor, but manufactured by others, shall carry whatever
warranty, if any, the manufacturers thereof have given to Subcontractor and which can be
passed on to Enel X. Subcontractor agrees to cooperate in furnishing assignments of its rights
thereto to Enel X from such manufacturers and suppliers. Subcontractor shall not be liable for
any repairs, replacements, or adjustment to the Deliverables or any costs of labor performed
by Enel X without Subcontractor’s prior written approval. The effects of corrosion, erosion, and
normal wear and tear are specifically excluded from Subcontractor’s warranty. Subcontractor
further represents that, following the provision of the Deliverables, the Generator will meet or
exceed Emissions Standards for the term of the Customer Agreement, except in cases where
the Generator’s engine fails or in cases where Customer does not meet the Conditions. As
used herein, “Conditions” refers to the following requirements: i. Customer must operate and
maintain the Deliverables in accordance with Subcontractor’s written instructions provided to
Customer and any instructions and guidelines of the Deliverable’s manufacturers that have
been provided in advance to Customer; ii. Customer must fuel with sulfur content lower than
fifteen (15) ppm by weight or other contaminates such as siloxanes, phosphorus, zinc, barium,
and lead; iii. Customer must operate the equipment consistent with Subcontractor’s
reasonable requirements outlined in the Initial Quote or a Work Order, and; iv. Customer must
record operating parameters on an hourly basis. Subcontractor represents and warrants that
Services and Deliverables will be free and clear of all liens or other encumbrances. With
respect to any Services, Subcontractor represents and warrants that Services will be
performed in a workmanlike fashion in accordance with then-current industry standards.
Subcontractor warrants that it will deliver and install all Deliverables in accordance with
supplier and/or manufacturer’s requirements, if any. The warranties described in this Section
(5) of the SOW are in addition to any representations or warranties identified in the MSA or
any Work Order.
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