HomeMy WebLinkAboutC2016-055 - 2/18/2016 - NA SECOND AMENDMENT TO
COMMERCIAL ELECTRICITY SERVICE AGREEMENT
This Second Amendment to the Commercial Electricity Service Agreement("Amendment"), is between
Gexa Energy,LP("Gexa"), a Texas limited partnership, and the City of Corpus Christi Texas
("Customer").
WHEREAS, Gexa and Customer entered into that certain Commercial Electricity Service Agreement,
dated May 5,2011 (the"Agreement");
WHEREAS, an Amendment to the Agreement dated May 13, 2015 added demand response services
under the Gexa ERCOT Emergency Demand Response Service Program; and
WHEREAS,the parties desire to amend the Agreement to modify the terms of the Gexa ERCOT
Emergency Demand Response Service Program;
Company and Customer,therefore agree to amend the Agreement as follows:
ARTICLE I AMENDMENT TO COMPETITIVE ELECTRIC SUPPLY AGREEMENT
1.1 Definitions-All capitalized terms used in this Amendment have the same meaning given in the
Agreement,unless otherwise defined herein.
1.2 Addendum DR-3 -Addendum DR-3 to the Agreement is deleted in its entirety and replaced with
the modified Addendum DR-3 attached to this Amendment.
1.3 Addendum DR-E-Addendum DR-E attached to this Amendment is be added to the to the
Agreement.
ARTICLE II MISCELLANEOUS
2.1 Consistency with Agreement-This Amendment is intended to be construed harmoniously with
the Agreement to the maximum extent possible. In the event that any provision of this Amendment
conflicts with the terms of the Agreement,the provisions of this Amendment shall control. Except as
specifically set forth herein,the Agreement shall remain in full force and effect.
2.2 Successors and Assigns-This Amendment inures to the benefit of and is binding upon the
parties and their respective successors and permitted assigns.
2.3 Authorization- The parties represent and warrant,as of the date hereof,that the execution and
delivery of this Amendment and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all necessary action on the part of each such party. This Amendment is a
valid and binding obligation of the parties enforceable in accordance with its terms.
2.4 Counterparts; Scanned Copies-This Amendment may be executed in counterparts,each of
which shall be deemed an original and all of which shall constitute one and the same instrument. The
parties agree that a scanned or electronically reproduced copy or image of this Amendment bearing the
signatures of the parties hereto shall be deemed an original and may be introduced or submitted in any
action or proceeding as competent evidence of the execution,terms and existence of this Amendment
notwithstanding the failure or inability to produce or tender an original, executed counterpart of this
2016-055
2/18/16
Gexa Energy LP
INDEXED
Amendment and without the requirement that the unavailability of such original,executed counterpart of
this Amendment.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment effective as of the date first
set forth above.
City of Corpus Christi Gexa E,e ,L
a61, 02,(09‘ By: Gexa ery, GP,Lof ,its General Partner
By: By: mdAill
Printed Name: h'1 vk r VI ccs• Printed Name: Brian Landrum
Title: A-55i G=t-7 (1 eqyW Title: President
Date: fzG, , I$, Amendment Effective Date:
Ammirad at to bnit ? P O°I
U asAguilar
Assistant Cit. Attorney
For City.A `.)rney
r _
GeAA
Addendum DR-3
DEMAND RESPONSE SERVICES
Gem Energy,LP
• Texas Coalition for Affordable Power
PROGRAM: ERCOT EMERGENCY RESPONSE SERVICE -
Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
1. The ERS Program and Authorization:
1.1. Name and Description of Program: The ERS Program is the ERCOT Emergency Response Service Program
(as it may be changed by ERCOT from time-to-time,the"ERS Program"). The ERS Program is an emergency
response service, designed to be deployed by ERCOT when electric system demand is high and operating
reserves are low. The ERS Program is designed to decrease the likelihood of the depletion of ERCOT operating
reserves and the need for ERCOT to order firm load shedding.
Customer's participation in the ERS Program relies on Customer's demand response during each Event. Demand
response is a temporary reduction or shift in a facility's electricity use by switching to on-site emergency
generators, load reduction (temporarily turning off non-essential equipment) or other means during the Event.
Customer's participation in the ERS Program can result in compensation since reducing electricity demand can
keep electricity costs for all ERCOT participants lower during critical peak demand periods;provided,there can
be no guarantee as to any compensation to Customer if bids for the ERS Program are not accepted by ERCOT,or
if Customer fails to perform its obligations unther the ERS Program.
12. Authorization: Customer hereby authorizes GEXA to act as Customer's agent to perform any necessary or
appropriate tasks with respect to Customer's participation in the Program including,without limitation,obtaining
from the TDU Customer's usage data and records from time-to-time during the Term. GEXA may disclose to its
affiliates third party service providers Customer's usage data and records for the sole purpose of operating the
Program and reviewing/analyzing Program results.
2. Scope of Services:
2.1 General. GEXAwill:(a)consult with Customer to develop an appropriate reduction plan for Customer's business;(b)
if Customer has selected the automatic method of reduction below, coordinate with Customer's host TDU to capture
kilowatt-hour (kWh)pulses from the Customer's primary TDU meter to provide Customer power monitoring near real-
time;and(c)reconcile ERS Program payments under this Addendum and the rules set forth by ERCOT and/or TDU,if any.
2.2 ESI IDs;Method;ERS Program Support;Testing. The Services include the following:
(a) ESI IDs Covered: The Electric Service Identifier(s) covered by the facility or facilities of Customer subject to the
ERS Program are set forth in Addendum DR-L below, incorporated herein by reference (each an "ESI ID" or
collectively,the"ESI IDs"). Notwithstanding Addendum DR-1.., only ESI IDs with meters able to record usage in
hourly or fifteen minute intervals shall be included in the ERS Program.
(b) Response Timing: Customer has selected the following time neriod in which it will respond to reduction instructions
following notice from GEXA; Thirty Minute(appropriate for most customers without large curtailable automated
equipment/machinery); or 0 Ten Minute (only appropriate for select large commercial/industrial customers with
large curtailable automated machinery/equipment)
(c) Method: Site Metering and Monitoring: Customer has selected the following method of reduction: ❑ Manual -
notice to be provided by email and/or phone,and systems reduced manually by Customer;or tg Automatic -notice to
be provided by email and systems reduced by GEXA.
If Customer has selected the "Automatic" reduction method, the following provisions of this Subsection apply in
addition to the terms of the Agreement
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Customer shall pay GEXA for installation of the equipment identified in the attached Addendum DR-E, attached
hereto and incorporated herein by reference(the"Equipment"),at the respective prices for installation set forth in
Addendum DR-E. Further, GEXA shall sell to Customer, and Customer shall purchase from GEXA, the
Equipment for the total price listed in Addendum DR-E. Customer shall pay all taxes due for such installation and
purchase of Equipment. GEXA will issue Customer an invoice for the amounts due. Customer shall pay such
invoice within thirty(30) days after the date of the invoice. If the full amount due is not timely paid, Customer
shall, In addition to all unpaid amounts, pay a late fee equal to the unpaid amounts times the lesser of: 1% per
month(or part thereof);or the highest amount permitted by applicable law.
For the period covered by the original manufacturer's warranty,if any,for any defective Equipment,Customer can
return such defective Equipment subject to the following procedures: Customer must first provide notice to
GEXA specifying the defect. GEXA may,in its sole discretion,issue to Customer a return authorization number
authorizing Customer to return the defective Equipment for return or repair. Customer will then use such number
to identify the defective Equipment and return the defective Equipment to GEXA or directly to the original
manufacturer, as directed by GEXA. Defective Equipment can be returned to GEXA only for repair or
replacement. If no return authorization number is issued by GEXA, Customer may only seek a remedy directly
from the original manufacturer of the Equipment, and not GEXA. If GEXA handles the removal and/or
installation of the defective Equipment at Customer's location, Customer shall pay GEXA a reasonable fee and
reimburse GEXA for reasonable expenses, if any,and the invoice terms will be those set forth in this Subsection.
GEXA will not issue a refund or credit for any defective Equipment. GEXA will, however, assist Customer
during this period by supporting any manufacturer's warranty on the Equipment.
Customer shall provide GEXA reasonable access to each Customer facility where Equipment will be installed(or
removed, if applicable)as reasonably requested by GEXA. Such Equipment shall be used for Data collection for
the ERS Program, and also allow GEXA to provide to Customer any communications, internet-based reporting
and analytics set forth in Addendum DR-E and purchased by Customer.Customer shall,at its sole expense(either
directly or through reimbursement to GEXA)throughout the Term,provide on-site at each Customer facility under
the ERS Program:(i)internet and associated internet service provided by a third party service provider; and(ii)
internet connectivity for the Equipment,which physical or wireless connections to the internet,internet service and
internet connectivity shall meet all the standards required by GEXA for Customer to participate in the ERS
Program.
GEXA may, at its discretion, subcontract to one or more subcontractors all or any portion of the installation and
sale of Equipment to Customer; provided, that GEXA shall be responsible for the installation of Equipment
performed by such subcontractors subject to the terms of the Agreement.
(d) Testing: ERCOT and GEXA will deploy tests of the ERS Program at any time from time-to-time as determined by
ERCOT. Customer agrees to participate in all such testing by reducing its load accordingly.
(e) Restriction: Except for demand response programs offered by GEXA, Customer's ESI IDs covered by the Program
shall not participate in other demand response programs offered by ERCOT,TDU, REPS or other parties.Customer
acknowledges that for Events where it recieves instructions under multiple GEXA demand response programs this
ERS Program and the DR Plan associated with it takes absolute priority and Customer shall follow its DR Plan wihout
regard to any reduction instructions under the other GEXA demand response programs.
(f) DR Plan: Filing with ERCOT: The Parties shall work cooperatively to prepare and sign a DR Plan for the ERS
Program on or before May 11,2015. Customer hereby authorizes GEXA to provide to ERCOT,any representative of
ERCOT or any regulatory agency the initial,signed DR Plan for the ERS Program, and any subsequent amendments
thereto or restatements thereof.
2.3 Program Procedures: Customer shall abide by all ERS Program rules as set forth on ERCOT's website(current link
tomain page: http://www.ercot.com/services/programs/load/eils/index.html. Customer shall participate in the Program and
follow the DR Plan in response to each Event. An "Event" is initiated by ERCOT for testing and during an actual
emergency. Customer agrees that many aspects of the ERS Program including, without limitation, reduction volume,
reduction maximum period, response times and hours may be adjusted to reflect any pre-approved change in facility
operations, or any change in ERS Program rules or applicable law. Customer shall provide to Gexa Energy immediate
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notice of any conditions that might potentially reduce,restrict or eliminate Customer's ability to meet the requirements of
the ERS Program. Such conditions may include equipment failures, events of Force Majeure, unforecast or unexpected
reductions in production,or changes in operations.
2.4 Term: The term of this ERS Program shall commence on the Amendment Effective Date and and expire on
September, 30 2017 or November 30, 2017 should ERCOT move to 2 month commitment periods, unless sooner
terminated in accordance with the terms of the Agreement(the Term).
2.5 Failure to Meet ERS Progam Requirements—Liabllity:Customer acknowledges that failure to follow demand
response instructions and its DR Plan during an Event,or during an ERCOT test of Customer's reduction capablility under
the ERS Program violate ERS Program rules("Non-Performance");may expose GEXA to fines,penalties,or suspension of
GEXA's participation in the ERCOT Emergency Response Service Program;and may also result in Customer's suspension
from the ERS Program.In the event of Non-Performance,Customer forfeits any right to compensation under the ERS
Program. Additionally,in the event of Non-Performance,notwithstanding any limitations or liability caps in the
Agreement,Customer shall pay GEXA damages equal to 50%of the compensation Customer would have received from
GEXA had the Non-Performance not occured.The parties further agree that,based on their experience with the electric
market,the foregoing measure of damages is reasonable in light of the risks of Non-Performance to GEXA,and the
inherent difficulty of quantifying losses and damages to GEXA for any Non-Performance insofar as the magnitude,
duration and type of fines,penalties and suspensions are within the complete discretion of ERCOT and the Public Utilities
Commission of Texas.
3. Compensation;Taxes: Under current ERS Program rules,ERCOT will assess the settlement payment for each QSE no
later than seventy (70) days after the last day of each ERS contract term. In the event of non-compliance, ERCOT can
withhold part of the capacity payments and suspend participation in the ERS Program. GEXA will share with Customer as
set forth in the table below; provided, that Customer agrees that GEXA is not obligated to share any payments with
Customer unless and until GEXA receives complete settlement and payment from ERCOT (or other ERS Program
administrator). Payment to Customer will be in the form of check, wire transfer or credit to Customer's electric bill, as
determined by mutual agreeement between the Customer and GEXA.
Customer Share of ERCOT ERS Payments
Capacity Curtailment Offered (Range) Customer's Applicable Percentage
100 KW-500 KW . 50%
500 KW-1000KW 65%
1000 KW+ 70%
Each Party shall be responsible for its own taxes.
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GeA
Addendum DR-E
DEMAND RESPONSE SERVICES
Gexa Energy,LP
PROGRAM: ERCOT Emergency Response Service Program
CUSTOMER NAME:_City of Corpus Christi
AUTOMATIC REDUCTION METHOD:
INVOICE FOR INSTALLATION AND SALE OF EQUIPMENT
Date of Invoice: 1/5/16
1. Industrial Demand Response Virtual End
Node 1 unit $3,250.00
2. Enclosure Assembly
1 unit $1,575.00
3. UPS
Construction 1 unit $215.00
Material
4. Cellular Modem 1 unit $799.00
5. Antenna
1 unit $80.00
6. Exterior Strobe Light/Miscellaneous
Material 1 unit $600.00
EC to remove existing box and install the above
Labor
$2,700.00
equipment/Testing of the Equipment
E&D including Survey Services $4,130.00
TOTAL INCLUDING SALES TAX $13,349.00
GEXA ENERGY TCAP DR PROGRAM DISCOUNT ($8,349.00)
TOTAL AMOUNT DUE $5,000.00
NOTICE: The"Total Amount Due"must be paid to Gexa Energy within thirty(30)days after the"Date of Invoice"above. If the Total
Amount Due is not timely paid in full,Customer shall pay Gexa Energy the unpaid amounts plus a late fee equal to the unpaid amounts
times the lesser of: 1%per month(or part thereof);or the highest amount permitted by applicable law.
1
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-7480
Gexa Energy,LP -
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/01/2016
being filed.
City of Corpus Christi Date,Acknwledged:
t°` CEO Ike
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
Amendment of retail electric contract to add automated demand response controls and sale of related equipment
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
McDermott,Jacob Houston,TX United States X
Miller,Adam Houston,TX United States X
Hanlon,Greg Houston,TX United States X
Gexa Energy Solutions,LLC Houston,TX United States X
Texas Coalition for Affordable Power,Inc Dallas,TX United States X
NextEra Energy Services,LLC Houston,TX United States X
i
Gexa Energy GP,LLC Houston,TX United States X I
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVITI swe or.• %der penalty of perjury,that the above disclosure is true and correct.
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