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Home My WebLink AboutEnerNOC, Inc. - Enernoc, Inc. - 2008-08-18Council/Agency Meeting Held:_ ell F Deferred/Continued to: AApprq ed ❑ Conditionally Approved ❑ Denied City nature Council Meeting Date: 8/18/2008 1 Department ID Number: PW 08-56 1 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERSi` SUBMITTED BY: PAUL EMERY, INTERIM CITY ADMINISTRATOR PREPARED BY: TRAVIS K. HOPKINS, PE, DIRECTOR OF P LIC WORKS - SUBJECT: Approve SCE Negawatt Demand Response Sales and Service Agreement with Enernoc, Inc. Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Three of the City's water production facilities have been deemed eligible to participate in Southern California Edison's (SCE) Demand Response Program, whereby, SCE will call for voluntary shedding of electrical load during peak use events. If the City is able to shed electrical load from the designated facilities, an incentive payment will be provided by Edison. Under this agreement, Enernoc, Inc. of San Francisco will manage the program on the City's behalf, providing the City with notification of events and processing of incentive payments. Funding Source: Incentive payments are provided to the City for participating, when operationally possible, in SCE's Demand Response Program. A minimum of $22,500 annually will be returned to the Water Revenue Fund (506). Recommended Action: Motion to: 1. Approve and authorize the Mayor and City Clerk to execute the SCE Clean Green California Demand Response Sales and Services Agreement with Enernoc, Inc. Alternative Action(s): 1. Do not authorize the agreement and instruct staff on how to proceed. REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 8/18/2008 DEPARTMENT ID NUMBER: PW 08-56 Analysis: In 2004, the Public Works Utilities Division agreed to participate in Southern California Edison's (SCE) Demand Bidding Program. Under this voluntary program, SCE customers that are able to reduce electrical load during a power shortage event receive incentive payments. The City has a balance of power sources at its water production facilities with over half powered by natural gas with propane backup and the remainder powered by electric motor driven equipment. Therefore, depending on the timing of an event, the City could readily reduce electrical load with no adverse effect to operations. Events can be called during non -holiday weekdays from 11:00 a.m. to 7:00 p.m. Since signing on with the programBthe City has attempted to place demand reduction bids on a number of occasions, but has not been successful when replying to SCE. SCE has admitted having difficulties in administering the program and hence the emergence of independent energy management companies becoming involved. SCE provided very favorable references for Enernoc and the Association of California Water Agencies has listed the company as a "preferred provider." The City's Energy Project Manager has reviewed Enernoc,and the agreement,and is recommending approval. Under the agreement, Enernoc would manage the Demand Response Program on behalf of the City. By closely monitoring the power supply and demand market, it is able to provide notice to customers on power reduction events, report to SCE on the customer's participation in load reduction and process incentive payments. Unlike the original Demand Bidding Program, which provided incentive payments only when responding to an event, this program will provide a minimum incentive payment of approximately $22,500/year, with additional payments based on response to events. There are no penalties or costs if the City is unable to participate in an event. Public Works Commission Action: Not applicable. Strategic Plan Goal: 1-2 - Improve the energy efficiency of City equipment, vehicles, and buildings. Environmental Status: Not applicable. Attachment(s): -2- 8/5/2008 9:44 AM ATTACHMENT EimsieNGC got mom from energy SCE Clean Green California Demand Response Sales and Services Agreement This SCE Clean Green California Demand Response Sales and Services Agreement (this "Agreement"), effective as of June 9, 2008 the scope of which is described more fully below, is made by and between EnerNOC, Inc. ("EnerNOC"), located at 594 Howard Street, Suite 400, San Francisco, CA 94105, and City of Huntington Beach ("Customer"), located at 19001 Huntington Street, Huntington Beach, CA 92648. EnerNOC and City of Huntington Beach are defined herein as the Parties ("Parties") to this Agreement. 1. Managed Services EnerNOC agrees to manage Customer's participation in EnerNOC's Clean Green California demand response program (the "Program") with Southern California Edison ("SCE"). EnerNOC will implement the Customer, including equipping Customer with the EnerNOC Site Server ("ESS") that enables interval metering and online energy reporting. Customer agrees to pass through to EnerNOC any available utility funding relating to the ESS. EnerNOC will support the development of demand response plans, execute demand response events, support customer in real-time during demand response events, provide reporting on Customer's event performance and reconcile payments. Customer agrees to reduce electrical demand at each site ("Site") as identified in Schedule A attached hereto during demand response events when notified by EnerNOC. Subsequent to the date hereof, Schedule A may be updated from time to time in writing by the Parties to reflect additional Sites. 2. Clean Green California Program Information a. Event Window. Events may only be called during non -holiday weekdays from 11:00 AM to 7:00 PM, year round. b. Event Notification and Response. Customer agrees to begin reducing demand within 30 minutes. In addition to providing event notification, EnerNOC agrees to use commercially reasonable efforts to inform Customer that events are likely several hours or the day before based upon weather conditions, spot market prices, day -ahead program activations and other relevant information. c. Event Length. Events may last up to six (6) hours. d. Annual Hourly Limitation. The annual hourly limitation is 70 hours per year and up to 24 hours per month. e. Test Events. SCE may call up to two (2) test events per calendar year. Test events will be similar to actual events in all respects (event window, notification, etc.) and will count towards the annual hourly limit. Customer will be compensated for test events. f. Utility Approval. The Clean Green California Program is offered to Customers of SCE with the approval of the California Public Utilities Commission. Details of the Program contained in this Agreement may be adjusted during the Term of this Agreement. When such changes occur, Customer will have the option to either continue this Agreement under new Program rules, or terminate this Agreement with no further obligation. 3. Clean Green California Capacity, Payments and Term a. Nominated and Delivered Capacity. Customer and EnerNOC understand that the capacity identified in Schedule A ("Nominated Capacity") is the best estimate of performance and the average kW reduction during event hours ("Delivered Capacity") may vary. Customer and EnerNOC agree to adjust Nominated Capacity in the future based on actual performance, changes in facility operations, Program rules, regulations and/or other relevant information. Customer shall not be eligible for payment until capacity is enrolled. b. Capacity Price. Customer's capacity price ("Capacity Price"), totaling $45,000/MW-year, varies per month as follows: January February March Aril May June July August September October November December 2.083% 2.083% 2.083% 2.083% 2.083% 6.250% 14.583% 20.833% 25.000% 14.583% 6.250% 2.083% c. Capacity Payment Calculation. In months with no event hours, capacity payment ("Capacity Payment") will simply be the Capacity Price for that month times the Nominated Capacity. In months when one or more events are called, performance will be evaluated in each hour, and payments will be prorated according to performance. For example, if Delivered Capacity is 92% of Nominated Capacity for an hour in July, payment for this hour would be 92% of the prorated hourly Capacity Price for July. If Delivered Capacity falls below 50% of Nominated Capacity, customer will forego Capacity Payment for that hour. Capacity Payments are capped at 100% of Nominated Capacity payments d. Energy Payments. Customers will receive $225/MWh ("Energy Payments"). Energy is equal to Delivered Capacity times the hours of the event (i.e. 1.0 MIN of Delivered Capacity x 4 hours = 4.0 MWh). If Delivered Capacity exceeds Nominated Capacity, Customer will receive increased Energy Payments for Delivered Capacity up to 150% of Nominated Capacity. e. Payment Timing. EnerNOC shall make quarterly payments to Customer of Customer's share of all payments received by EnerNOC from SCE during the preceding quarter in connection with Customer's participation in the Program. All Payments will be made within thirty (30) days after the end of the quarter. f. Term. The scope of services provided herein will commence on the date of this Agreement and shall terminate on December 31, 2012 (the "Term"); provided, however, that EnerNOC shall not be obligated to make any payments to Customer hereunder until final acceptance by SCE of enrollment of Customer's Capacity in the Program. Thereafter, this Agreement will renew for successive two year terms unless either Party gives the other Party written notice of termination at least 30 days prior to the expiration of any term, 4. Customer Support Requirements a. Acceptance Testing. Customer agrees to collaborate with EnerNOC in testing the ESS at each Site in a timely manner prior to registering with SCE in connection with the Program. b. ESS Installation. Customer shall provide a static Internet Protocol address and Local Area Network access that allows for Internet -based communication of Site's energy consumption and demand response event ("Demand Response Event") performance. c. Nondisclosure to Third Parties. Customer acknowledges that in its relationship with EnerNOC, it may receive confidential information including (but without limitation): business strategies, financial information, information relating to the ESS and the EnerNOC system (the "EnerNOC G�?t 204 4 rENERNOC, WC get setae from energy and the EnerNOC system (the "EnerNOC System"), and information contained in this Agreement, including the terms of the revenue sharing arrangement described in Section 3 above (all collectively "Program information"). Neither party shall disclose any Program Information to any third party, except as required by applicable law or regulation, or allow any third party access to such Program Information. d. 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. e. 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 termination of this Agreement, 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 Customer agrees to accept any such matched offer. 5. General Terms a. Limitation on Liability. The parties 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 California, without giving effect to choice of law rules that would require the application of any other law. 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 can be amended only 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 bindingupon 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. EnerNOC may terminate this Agreement immediately if the Program is suspended, materially altered or ended. EnerNOC, Inc. Customer Name: Title Signature: �,1-rr• •• T� • a Date: Date: August 21, 2008 W AP ROVED #. S TO FOR JE 6� AT.� Ike Vig1i Deputy City AttoMeY CA-200,7;4 ENERNOC, INC.,Page.2 of 3 rmoqmiRN0C got e from energy System"), and information contained in this Agreement, including the terms of the revenue sharing arrangement described in Section 3 above (all collectively "Program information"). Customer shall not disclose any Program Information to any third party or allow any third party access to such Program Information. d. 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. e. Use of Confidential Information. Customer acknowledges that EnerNOC may receive confidential information of Customer, either through data collected by the ESS and the EnerNOC System or otherwise, which may be used by EnerNOC for any business purpose (so long as it does not disclose any uniquely identifiable confidential information of Customer). f. 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 termination of this Agreement, 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 Customer agrees to accept any such matched offer. 5. 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 California, without giving effect to choice of law rules that would require the application of any other law. 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 can be amended only 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. EnerNOC may terminate this Agreement immediately if the Program is suspended, materially altered or ended. EnerNOC, Inc. 1' Customer Name: A �"� ��i S o ^ Name: Title: t; L Title: Signature: �— Signature: Date: �7 1 6 t c $ Date: ✓,�, „s., �. "^ ar,/1 E<ERNC� ; �NG , ��/ri/rrVr rm, �<ni,giiG ri/ir get more from energy Schedule A Address/Service Account Number City Zip Nominated Capacity (M) 17032 Oakdale Ln / 3-019-3132-84 Huntington Beach 92648 200 kW 5350 Rancho/ 3-025-6863-67 Huntington Beach 92647 40 kW 8651 Warner / 3-019-4781-18 Huntington Beach 92647 260 kW A OAF ��yy INITIATING DEPARTMENT: Public Works SUBJECT: Approve SCE Negawatt Network Demand Response Sales and Service Agreement with Enernoc, Inc. COUNCIL MEETING DATE: August 18, 2008 CA` -AT` A, HM'ENTS STATUS A Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed in full by the City Attorney) Not Applicable ❑ Subleases, Third Party Agreements, etc. Attached ❑ (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached ❑ Not Applicable Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑ Not Applicable Bonds (If applicable) Attached ❑ Not Applicable Staff Report (If applicable) Attached ❑ Not Applicable Commission, Board or Committee Report (If applicable) Attached ❑ Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable RCA Author: Ken Dills:jg