R-10-05-27-10E2 - 5/27/2010RESOLUTION NO. R -10-05-27-10E2
WHEREAS, The Electric Reliability Council of Texas (ERCOT) Emergency Interruptible
Load Service (EILS) enables program participants to receive revenue for being available to reduce
their electricity consumption during periods of peak demand, and
WHEREAS, EnerNOC, Inc. ("EnerNOC") will manage the City of Round Rock's
participation in the demand response program, and
WHEREAS, the City of Round Rock wishes to enter into a "Demand Response Sales and
Services Agreement" with EnerNOC for implementation of an Emergency Interruptible Load Service
Program, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City a "Demand
Response Sales and Services Agreement", a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 27th day of May, 2010.
CP#1-1
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
1.4r/f/u. aft-
SARA L. WHITE, City Secretary
0:\wdox\SCClnts\0112\1005\MUNICIPAL\00192540.DOC/zmc
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Demand Response Sales and Services Agreement
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 Round Rock ("Customer"), located at 221 E. Main Street, ROUND ROCK, TX
78664. 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 thirty-six (36) months following the Effective Date (the "Initial
Term"); provided that this Agreement shall renew for successive one-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 agrees to equip Customer 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. EnerNOC agrees to
install, free of charge, in a good and workmanlike manner, EnerNOC Site Servers at each Customer facility address (each a
"Site Address') as identified on Attachment A-2 hereto. 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 execution by Customer of this Agreement, 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 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(f) hereof, neither Party shall not disclose any
Confidential Information to any third party or allow any third party access to such Confidential Information. EnerNOC
acknowledges its understanding that the City of Round Rock, Texas, as a Texas home -rule municipality, is subject to the
Texas Public information Act , and that its duties run in accordance therewith.
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. Servlce 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.
h. Logo Authorization. In connection with this Agreement, Customer hereby consents to EnerNOC's use of Customer's name
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and logo in EnerNOC's promotional materials, including, but not limited to, website, presentations and other printed materials,
but only in the event that written permission is secured from the City of Round Rock in advance. EnerNOC acknowledges that
Customer is the owner of all right, title and interest in and to the Customer's name and logo and shall not take any action that
is inconsistent with such ownership. EnerNOC shall not, by any act or omission, use Customer's name or logo in any manner
that tamishes, degrades, disparages or reflects adversely on Customer or its business or reputation.
4. General Terms
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 six-
month period immediately preceding the event giving rise to the claim(s) or (ii) $100,000. 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 govemed 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. For the Either Party may terminate this Agreement (i) in the event of the other Party's material breach of this
Agreement; provided that the breaching Party fails to cure the specific breach within thirty (30) days following receipt of written
notice from the non -breaching Party specifying the purported breach, or (ii) immediately if the Program(s) is materially altered,
suspended or ended. Following the thirty-six (36) month anniversary from the Effective Date and during any Renewal Terms
of this Agreement, if any, EnerNOC and Customer shall have the additional right to terminate this Agreement for convenience,
upon sixty (60) days' written notice to the other Party.
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 ovemight delivery company; or
(4) by United States first class registered or certified mail, postage prepaid, retum 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: Assistant General Counsel, 101 Federal Street, Suite 1100, Boston, MA 02110; and to the
Customer at City of Round Rock, at 221 E. Main Street, ROUND ROCK, TX 78664.
Laurie Harrison
EnerNOC, Inc. City of Round Rock
Deputy General Counsel
Name: Name:
APR 2 s 2010
Title: Title:
Signature: Signature:
Date: Date:
Attest:
By:
Sara L. White, City Secretary
For City, Approved as to Form:
By:
Stephan L. Sheets, City Attorney
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Attachment A-1
ERCOT Emergency Interruptible Load Service (ELLS)
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:
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 lime 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 BHI, 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
ERCOT may conduct a test demand response event up to 2 times per year.
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
a. Capacity Payments. EnerNOC will pay Customer 60.00% 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. Energy Payments. In months when one or more Demand Response Events are called, EnerNOC will pay Customer $0.100
per MW -hour in connection with Customer responding to a Demand Response Event when notified by EnerNOC.
c. 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 to Customer of Customer's share of all payments received by EnerNOC
from ERCOT during the preceding Program Period in connection with Customer's participation in the Program and all
Payments will be made within seventy (70) days following completion of a given Program Period.
d. 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.
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Attachment A-2
SiteCi
Name
Zip
Code
Estimated Capacity (kW)
ESI ID#
McNeil Well/Booster
station -
10443720003803272
1 TROY LN
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
130
130
130
130
Jun -
Sep
70
70
70
70
Oct -
Jan
70
70
70
70
Lake Creek Station Well
Pump -
10443720003410316
501 S MAYS ST
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Bu -
Buss iness
Hours
Feb -
May
350
350
350
350
Jun -
Sep
350
350
350
350
Oct -
Jan
250
250
250
250
ENERNOC
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WTP Behind
Westinghouse NW -
10443720007776139
5200 N INTERSTATE 35
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
450
450
450
450
Jun --
Sep
450
450
450
450
Oct —
Jan
400
400
400
400
Southeast Ground
Storage -
10443720003828506
2504 WILLOW WAY
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
90
90
90
90
Jun --
Sep
90
90
90
90
Oct —
Jan
90
90
90
90
WTP
10443720006683859
5200 N INTERSTATE
HIGHWAY 35
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb -
May
200
200
200
200
Jun —
Sep
200
200
200
200
Oct —
Jan
200
200
200
200
ENERNOC
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WTP
10443720009148416
5494 N INTERSTATE
HIGHWAY 35
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
150
150
150
150
Jun —
Sep
150
150
150
150
Oct —
Jan
150
150
150
150
WTP Behind
Westinghouse -
10443720003402845
5200 N INTERSTATE 35
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non'
Business
Hours
Feb
May
90
90
90
90
Jun —
Sep
90
90
90
90
Oct —
Jan
90
90
90
90
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
Agenda Item No. 10E2.
Ci Council A:enda Summar Sheet
Agenda Caption:
Consider a resolution authorizing the Mayor to execute a "Demand Response Sales and
Services Agreement" with EnerNOC for implementation of an Emergency Interruptible
Load Service Program.
Meeting Date: May 27, 2010
Department: Water/Wastewater Utilities
Staff Person making presentation: Michael Thane
Utilities Director
Item Summary:
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. During the program periods
of February 1 to May 31, June 1 to September 30 and October 1 to January 31, demand response events may be
called during any or all of the time periods. ERCOT will initiate a Demand Response Event in EILS in the case of a
defined system emergency. Round Rock is expected to reduce demand by the start of the Demand Response Event
and will be provided a minimum of 10 minutes advance notice. No more than two Demand Response Events can be
called per Program Period. The hourly limit per Program Event is eight hours.
EnerNOC will work with Round Rock to develop an appropriate curtailment plan, complete all necessary permits and
associated reporting on Round Rock's behalf, register Round Rock's accepted capacity, manage Round Rock's
curtailable electrical capacity in the Programs, and provide real time support to Round Rock during demand
response events and reconcile all Program payments in accordance with the rules set forth by the applicable grid
operator. EnerNOC will pay Round Rock 60% of the Capacity Payments paid by ERCOT to EnerNOC in connection
with Round Rock's making available Actual Capacity for participation in the EILS. In no event shall Round Rock be
penalized for underperformance or non-performance, other than to have payments reduced to reflect availability
and actual performance.
Round Rock has identified several sites in which electrical capacity could be reduced during a Demand Response
Event. These sites include the McNeil Well/Booster Station facility, Lake Creek Station Well Pump facility, Water
Treatment Plant site, and Southeast Ground Storage site.
Strategic Plan Relevance:
Goal 7.0 "Develop an environmentally friendly, sustainable community."
Cost: N/A
Source of Funds: N/A
Date of Public Hearing (if required): N/A
Recommended Action:
EXECUTED
DOCUMENT
FOLLOWS
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Demand Response Sales and Services Agreement
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 Round Rock ("Customer"), located at 221 E. Main Street, ROUND ROCK, TX
78664. 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 thirty-six (36) months following the Effective Date (the "Initial
Term"); provided that this Agreement shall renew for successive one-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 agrees to equip Customer 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. EnerNOC agrees to
install, free of charge, in a good and workmanlike manner, EnerNOC Site Servers at each Customer facility address (each a
"Site Address") as identified on Attachment A-2 hereto. 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 execution by Customer of this Agreement, 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 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 not disclose any
Confidential Information to any third party or allow any third party access to such Confidential Information. EnerNOC
acknowledges its understanding that the City of Round Rock, Texas, as a Texas home -rule municipality, is subject to the
Texas Public Information Act , and that its duties run in accordance therewith.
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.
h. Logo Authorization. In connection with this Agreement, Customer hereby consents to EnerNOC's use of Customer's name
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and logo in EnerNOC's promotional materials, including, but not limited to, website, presentations and other printed materials,
but only in the event that written permission is secured from the City of Round Rock in advance. EnerNOC acknowledges that
Customer is the owner of all right, title and interest in and to the Customer's name and logo and shall not take any action that
is inconsistent with such ownership. EnerNOC shall not, by any act or omission, use Customer's name or logo in any manner
that tarnishes, degrades, disparages or reflects adversely on Customer or its business or reputation.
4. General Terms
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 six-
month period immediately preceding the event giving rise to the claim(s) or (ii) $100,000. 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. For the Either Party may terminate this Agreement (i) in the event of the other Party's material breach of this
Agreement; provided that the breaching Party fails to cure the specific breach within thirty (30) days following receipt of written
notice from the non -breaching Party specifying the purported breach, or (ii) immediately if the Program(s) is materially altered,
suspended or ended. Following the thirty-six (36) month anniversary from the Effective Date and during any Renewal Terms
of this Agreement, if any, EnerNOC and Customer shall have the additional right to terminate this Agreement for convenience,
upon sixty (60) days' written notice to the other Party.
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: Assistant General Counsel, 101 Federal Street, Suite 1100, Boston, MA 02110; and to the
Customer at City of Round Rock, at 221 E. Main Street, ROUND ROCK, TX 78664.
Laurie Harrison
EnerNOC, Inc.
Name:
Title:
Signature:
Date:
Deputy General Counsel
APR 2s 2010
City of Round Rock
Name:
Title:
Signature:
Date:
Attest:
By:
Mn4w
City\f—
)11/1,
&-• 2q-• i v
Sara L. White, City Secretary
For City, A • p oved as to F rm:
By:
1
Stephan) . Sheets, Thy Attorney
ENERNOC
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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:
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 BHI, 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
ERCOT may conduct a test demand response event up to 2 times per year.
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
a. Capacity Payments. EnerNOC will pay Customer 60.00% 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. Energy Payments. In months when one or more Demand Response Events are called, EnerNOC will pay Customer $0.100
per MW -hour in connection with Customer responding to a Demand Response Event when notified by EnerNOC.
c. 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 to Customer of Customer's share of all payments received by EnerNOC
from ERCOT during the preceding Program Period in connection with Customer's participation in the Program and all
Payments will be made within seventy (70) days following completion of a given Program Period.
d. 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.
ENERNOC
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Attachment A-2
Site
Name
City
Zip
Code
Estimated Capacity (kW)
ESI ID#
McNeil Well/Booster
station -
10443720003803272
1 TROY LN
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
130
130
130
130
Jun —
Sep
70
70
70
70
Oct —
Jan
70
70
70
70
Lake Creek Station Well
Pump -
10443720003410316
501 S MAYS ST
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
350
350
350
350
Jun —
Sep
350
350
350
350
Oct —
Jan
250
250
250
250
ENERNOC
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WTP Behind
Westinghouse NW -
10443720007776139
5200 N INTERSTATE 35
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
450
450
450
450
Jun —
Sep
450
450
450
450
Oct —
Jan
400
400
400
400
Southeast Ground
Storage -
10443720003828506
2504 WILLOW WAY
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
90
90
90
90
Jun —
Sep
90
90
90
90
Oct —
Jan
90
90
90
90
WTP
10443720006683859
5200 N INTERSTATE
HIGHWAY 35
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
200
200
200
200
Jun —
Sep
200
200
200
200
Oct —
Jan
200 200 200 200
ENERNOC
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WTP
10443720009148416
5494 N INTERSTATE
HIGHWAY 35
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
150
150
150
150
Jun —
Sep
150
150
150
150
Oct —
Jan
150
150
150
150
WTP Behind
Westinghouse -
10443720003402845
5200 N INTERSTATE 35
Round Rock
78664
Contract
Period
Business
Hours 1
Business
Hours 2
Business
Hours 3
Non -
Business
Hours
Feb
May
90
90
90
90
Jun —
Sep
90
90
90
90
Oct —
Jan
90
90
90
90