HomeMy WebLinkAboutC2022-097 - 5/24/2022 - Approved (K-f3:(1, s ,l
0 .41--::4 SERVICE AGREEMENT NO.
CONTRACT FOR PROFESSIONAL SERVICES
1852
FOR PROJECT E15117 Desalination Plant
The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi,
Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee
(Director) and AEP Texas Inc. a Delaware corporation (AEP Texas) acting through its duly authorized
representative Robert Black, hereby agree as follows:
1. City and AEP Texas agree that the services provided are properly described in the Scope of
Services,which is incorporated herein and attached to this Agreement as Exhibit A. The approved Scope
of Services defines the services to be performed by AEP Texas under this Agreement.
2. The Compensation for all services Included in this Agreement and in the Scope of Services for this
Agreement shall not exceed $100,000.00.
3. This Agreement shall be effective upon the signature of the City Manager or designee (Effective
Date).
4. The term of this Agreement will be for a period of one year beginning on the effective date, unless
extended by authority of the City Manager or designee.
5. AEP agrees to secure an access agreement with the property owner of any property that AEP must
enter in order to complete its scope of work.
6. AEP agrees to compensate City for any damage done to City property as a result of the AEP's
activities under this Agreement. AEP shall not disturb City's street pavement,water,wastewater,gas and
storm water facilities without the approval of the City's Director of Engineering Services.
7. Claims arising from the circumstances identified in this Agreement or other occurrences or events,
shall be made by Written Notice delivered by the party making the Claim to the other party within 21
calendar days after the start of the occurrence or event giving rise to the Claim and stating the general
nature of the Claim. The responsibility to substantiate a claim rests with the party making the Claim. All
negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement
negotiations for purposes of applicable rules of evidence.
8. In case of litigation between the parties, AEP Texas and City agree that neither party shall be
responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys'
fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute
between the parties to this Agreement.
9. In case of litigation between the parties, AEP Texas and City agree that they have knowingly
waived and do hereby waive the right to trial by jury and have instead agreed,in the event of any litigation
arising out of or connected to this Agreement,to proceed with a trial before the court, unless both parties
subsequently agree otherwise In writing.
10. No Waiver of Governmental Immunity. This Agreement is to perform a governmental
function solely for the public benefit. Nothing In this Agreement shall be construed to
Page 1 Rev.20.2
I
SCANNED
waive City's governmental immunity from lawsuit,which immunity is expressly retained to
the extent it is not clearly and unambiguously waived by state law.
11. Public Information.The requirements of Subchapter J,Chapter 552,Government Code,may apply
to this contract and AEP Texas agrees that the contract can be terminated if AEP Texas knowingly or
intentionally fails to comply with a requirement of that subchapter.
12. Independent Contractor. The relationship between the City and AEP Texas under this Agreement
shall be that of independent contractor.
13. No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any
entity other than the City and AEP Texas. Neither the City nor AEP Texas intends to create third party
beneficiaries by entering into this Agreement.
14. Disclosure of Interest. AEP Texas agrees to comply with City of Corpus Christi Ordinance No.
17112 and complete the Disclosure of Interests form.
15. Conflict of Interest. AEP Texas agrees, in compliance with Chapter 176 of the Texas Local
Government Code,to complete and file Form CIQ with the City Secretary's Office. For more information
and to determine if you need to file a Form CIQ, please review the information on the City Secretary's
website at http:f/www.cctexas.com/govemment/city-secretary/conflict-disclosure/index.
16. Title VI Assurance. AEP Texas shall prohibit discrimination in employment based upon race,color,
religion, national origin, gender, disability or age.
17. Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its
conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County,Texas. Cases must be
filed and tried in Nueces County and cannot be removed from Nueces County.
18. All funding obligations of the City under this Agreement are subject to the appropriation of funds in
its annual budget.
[Signature Page Follows]
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CITY OF CORPUS CHRISTI AEP TEXAS INC
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ABP
TEXAS
AnASP Company
1
BOUNDLESS ENERGY
EXHIBIT A
Scope of Services
September 12,2021
City of Corpus Christi
1201 Leopard St
Corpus Christi,TX 78401
Re: Preliminary Engineering and Regulatory Work associated with
Interconnection of the City of Corpus Christi Desalination Plant(Nueces County,
TX)to ERCOT Electric Transmission Grid
Dear Sir:
This letter agreement ("Preliminary Agreement") sets forth the terms and conditions
under which AEP Texas Inc., a Delaware corporation ("AEP Texas") will proceed with the
preliminary engineering and design and regulatory work described in the attached Exhibit 1
(the"Preliminary Work") in connection with providing transmission voltage service from the
ERCOT grid to the City of Corpus Christi Desalination Plant ("Customer") proposed facility
to be located in Nueces County,Texas (the "Project").
The interconnection of the Project to the ERCOT grid will require the construction of
new 138 kV transmission lines and a newly constructed 138 kV substation by AEP Texas.
AEP Texas and Customer recognize that substantial additional detailed engineering and
construction work beyond the scope of this Preliminary Agreement will need to be
performed by AEP Texas in order to interconnect the Project to the ERCOT grid; and AEP
Texas and Customer will continue to use diligent good faith efforts to negotiate the terms of a
comprehensive agreement ("Comprehensive Agreement") for the performance of that
additional work.
However, to facilitate Customer's work schedule for the Project,AEP Texas has agreed
to perform agreed critical path preliminary engineering and regulatory work pursuant to the
terms of this Preliminary Agreement pending completion of such a Comprehensive
Agreement. This proposal to perform the Preliminary Work will expire on June 1, 2022, if
Customer has not agreed to its terms by properly executing and returning a copy of this
Preliminary Agreement (and delivering payment of the first installment of the estimated cost
of performing the Preliminary Work)to AEP Texas before that date.
T
AEP
IIXA.S
1
M ASP Cower,
BOUNDLESS ENERGY
EXHIBIT A
Scope of Services
September 12,2021
City of Corpus Christi
1201 Leopard St
Corpus Christi,TX 78401
Re: Preliminary Engineering and Regulatory Work associated with
Interconnection of the City of Corpus Christi Desalination Plant(Nueces County,
TX) to ERCOT Electric Transmission Grid
Dear Sir:
This letter agreement ("Preliminary Agreement") sets forth the terms and conditions
under which AEP Texas Inc., a Delaware corporation ("AEP Texas") will proceed with the
preliminary engineering and design and regulatory work described in the attached Exhibit 1
(the"Preliminary Work") in connection with providing transmission voltage service from the
ERCOT grid to the City of Corpus Christi Desalination Plant ("Customer") proposed facility
to be located in Nueces County,Texas (the "Project").
The interconnection of the Project to the ERCOT grid will require the construction of
new 138 kV transmission lines and a newly constructed 138 kV substation by AEP Texas.
AEP Texas and Customer recognize that substantial additional detailed engineering and
construction work beyond the scope of this Preliminary Agreement will need to be
performed by AEP Texas in order to interconnect the Project to the ERCOT grid; and AEP
Texas and Customer will continue to use diligent good faith efforts to negotiate the terms of a
comprehensive agreement ("Comprehensive Agreement") for the performance of that
additional work.
However,to facilitate Customer's work schedule for the Project,AEP Texas has agreed
to perform agreed critical path preliminary engineering and regulatory work pursuant to the
terms of this Preliminary Agreement pending completion of such a Comprehensive
Agreement. This proposal to perform the Preliminary Work will expire on June 1, 2022, if
Customer has not agreed to its terms by properly executing and returning a copy of this
Preliminary Agreement (and delivering payment of the first installment of the estimated cost
of performing the Preliminary Work) to AEP Texas before that date.
AEP Texas has agreed to commence the Preliminary Work upon Customer's execution
and delivery of this Preliminary Agreement and payment of the first installment of the
estimated cost of performing that work to AEP Texas.
Customer agrees to compensate AEP Texas for all costs that AEP Texas actually incurs
in performing the Preliminary Work determined in accordance with AEP Texas's standard
accounting practices, and based on updated estimates to be provided by AEP Texas from
time to time. Customer will initially compensate AEP Texas for the Preliminary Work in
accordance with AEP Texas's cost estimate as shown in Exhibit 1, which Customer
acknowledges is reasonable. However, Exhibit 1 reflects only estimates of the scope and cost
of performing the Preliminary Work as of the date hereof. Customer understands and agrees
that the actual scope and cost of performing the Preliminary Work may deviate from that
shown in Exhibit 1 and that AEP Texas shall keep Customer apprised, as far in advance as
reasonably possible, of any expected increases to the estimated cost and shall seek
Customer's agreement before exceeding such estimate.
AEP Texas will also use commercially reasonable efforts to meet the agreed delivery
schedule in Exhibit 1 and shall provide monthly updates to Customer describing the progress
of the Preliminary Work, the reasons for any anticipated delay and mitigation measures
undertaken by it to maintain the agreed delivery schedule. Upon completion of the
Preliminary Work and determination of the final costs that AEP Texas has actually incurred
in performing the Preliminary Work, the appropriate adjustments (if required) shall be made
to true-up the payments made to AEP Texas with AEP Texas's actual and documented costs
incurred in accordance with this Preliminary Agreement.
Customer may cancel this Preliminary Agreement at any time upon written notice to
AEP Texas. However, if Customer cancels this Preliminary Agreement, Customer shall pay
AEP Texas for all actual and documented costs that it has incurred up to the effective date of
the cancellation (including costs that it has committed to expend, that cannot be cancelled
and tax gross up amounts) related to the Preliminary Work through the date this Preliminary
Agreement is canceled. In such event, the unused portion of the prepayment shall be
refunded within 60 days of the final determination of such actual costs.
Customer agrees to meet with AEP Texas and provide such information and assistance
(at no cost to AEP Texas) as AEP Texas may request in connection with the performance of
the Preliminary Work. Any information that is provided by Customer that is marked
"Proprietary" or "Confidential" shall not be released by AEP Texas to third parties (other
than as legally required by the regulatory process applicable to the Preliminary Work)
without the prior consent of Customer.
AEP TEXAS MAKES NO WARRANTIES WITH RESPECT TO THE
PRELIMINARY WORK AND AEP TEXAS HEREBY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRELIMINARY WORK,
INCLUDING WITHOUT LIMITATION THE MERCHANTABILITY OR FITNESS OF
THE PRELIMINARY WORK FOR ANY PARTICULAR PURPOSE.
NEITHER PARTY (AND THEIR OFFICERS, EMPLOYEES AND CONTRACTORS)
SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF
PROFITS, LOSS OF REVENUE, OR LOSS OF PRODUCTION CAPACITY RESULTING
FROM THE PERFORMANCE OR FAILURE TO PERFORM THE PRELIMINARY WORK
OR FROM ANY OTHER BREACH OF THIS PRELIMINARY AGREEMENT.
SHOULD AEP TEXAS FAIL TO PERFORM ANY OF ITS OBLIGATIONS UNDER
THIS PRELIMINARY AGREEMENT, CUSTOMER MAY WITHHOLD FURTHER
PAYMENT OF ANY AMOUNTS DUE HEREUNDER UNTIL SUCH BREACH HAS BEEN
REMEDIED.
This Preliminary Agreement was executed in the State of Texas and must in all
respects be governed by, interpreted, construed, and enforced in accordance with the laws
thereof. This Agreement is subject to, and the Parties' obligations hereunder include,
operating in full compliance with all valid, applicable federal, state, and local laws or
ordinances, and all applicable rules, regulations, orders of, and tariffs approved by, duly
constituted regulatory authorities having jurisdiction.
Sincerely,
Heath VanZandt
Customer Account Manager Sr.
cc: Matt Gerick-AEP
Agreed and accepted:
AEP Texas Inc.
DocuSl9ned by:
B7' 4. --9,CDEwPo2x1.44x
Robert Black
Name:
Title: VP Extemial Affairs
Date: 10/12/2021 17:24 PM EDT
Agreed and accepted:
City of Corpus Christi
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Name: Alle#AE( E. IVlvltp��
Title: cu /EF DptitA%Oils OF-F'ice
Date: C73/2' -a—