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HomeMy WebLinkAbout022-R-21 Master Agreement to Provide Services to an Aggregated Group1 /29/2021 22-R-21 A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A MASTER AGREEMENT TO PROVIDE SERVICES TO AN AGREGATED GROUP WHEREAS, the City of Evanston ("City") selected MC Squared Energy Services, LLC ("MC2") as an Alternative Retail Electric Supplier ("ARES") to sell competitive retail electric service to Evanstonian customers; WHEREAS, the City has adopted an ordinance (the "Aggregation Ordinance") under which it may aggregate, in accordance with 20 ILCS 3855/1-92 et seq. (the "Act'), residential and small commercial retail electrical loads located within the corporate limits of the City for the purpose of soliciting and entering into service agreements to facilitate for those loads the sale and purchase of Retail Electric Supply (the "Aggregation Program"); WHEREAS, the City duly adopted an ordinance, which enables the Electrical Aggregation Program as an opt -out program under the Act and has complied with all the requirements of the Act to operate an opt -out program; WHEREAS, by this Master Agreement, the City and ARES desire to enter into a mutually beneficial energy and services provisions relationship whereby ARES shall provide Retail Electric Supply and related administrative services necessary to fulfill the obligations of the Master Agreement; WHEREAS, the City desires to enter into this Master Agreement with MC2 as ARES to provide applicable residential and small commercial retail customers 22-R-21 through the Aggregation Program. A copy of the Master Agreement is attached hereto as Exhibit A; WHEREAS, MC2 was awarded the Master Agreement after a bidding process taken pursuant to Evanston Municipal Code § 1-17-1 et seq. WHEREAS, pursuant to Section 1-17-1(a) of the Evanston Municipal Code, the City, through its City Manager, is authorized to enter into agreements for the conduct of such affairs of the City. NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT: SECTION 1: That the foregoing recitals are hereby found as fact and incorporated herein by reference. SECTION 2: The City Manager is hereby authorized and directed to sign the Master Agreement to Provide Services to an Aggregated Group, attached hereto as Exhibit A. SECTION 3: If any provision, clause, sentence, paragraph, section or part of this Resolution, shall, for any reason, be adjudged by a court of competent jurisdiction to be unconstitutional or invalid, said judgment shall not affect, impair or invalidate the remainder of the Resolution. (Intentionally Left Blank) -2- 22-R-21 SECTION 4: This Resolution 22-R-21 will be in full force and effect from and after the date of its passage and approval in the manner provided by law. Stephen H. Hagerty, Mayor Attest: Approved as to form: C� �*4— Devon Reid, City Clerk Kelley A. Gandurski, Corporation Counsel Adopted: February 8 , 2021 -3- 22-R-21 EXHIBIT A MASTER AGREEMENT TO PROVIDE SERVICES TO AN AGGREGATED GROUP MASTER AGREEMENT TO PROVIDE SERVICES TO AN AGGREGATED GROUP BETWEEN THE CITY OF EVANSTON, ILLINOIS AND MC SQUARED ENERGY SERVICES, LLC (mc2) TABLE OF CONTENTS SECTION 1. DEFINITIONS AND GENERAL REQUIREMENTS 4 SECTION 2. RETAIL ELECTRIC SUPPLIER OBLIGATIONS 7 SECTION 3. TERM AND TERMINATION 8 SECTION 4. ENERGY SCHEDULING, TRANSMISSION, PRICING AND DELIVERY 11 SECTION 5. BILLING AND PAYMENTS 12 SECTION 6. DEFAULT AND REMEDIES 12 SECTION 7. FORCE MAJEURE 14 SECTION 8. INDEMNIFICATION AND LIMITATIONOF LIABILITY 15 SECTION 9. REPRESENTATIONS AND WARRANTIES 16 SECTION 10. CONFIDENTIAL INFORMATION 18 SECTION 11. MISCELLANEOUS PSA Exhibit A 19 This Master Agreement ("Agreement"), is entered into as of this X day of February 2021 ("Effective Date") by and between MC Squared Energy Services, LLC ("Retail Electric Supplier') with its principal place of business at 175 W Jackson Blvd, Suite 240, Chicago, IL 60604 and The City of Evanston, an Illinois municipality, with its principal place of business at 2100 Ridge Avenue, Evanston, Cook County, County, Illinois ("Evanston" or "Governmental Aggregator"). Collectively Retail Electric Supplier and Evanston shall be referred to collectively as the "Parties". RECITALS A. Retail Electric Supplier is certified by the Illinois Commerce Commission ("ICU) as an Alternate Retail Electric Supplier ("ARES") to sell competitive retail electric service to customers in the State of Illinois utilizing the existing transmission and distribution systems. Retail Electric Supplier is certified by the ICC to operate as an ARES in the service areas of Ameren Illinois Company and Commonwealth Edison Company. B. Retail Electric Supplier (directly or through its affiliates) is an energy services provider with extensive experience in the provision of a broad range of energy related services. C. Retail Electric Supplier sells electricity and related services ("Retail Electric Supply') to residential and small commercial retail electrical loads located within the municipality or the unincorporated areas of the county, as authorized by 20 ILCS 385511-92 et seq. ("Act"). D. Both Parties have the corporate, governmental and/or other legal capacity(s), authority(s) and power(s) to execute and deliver this Agreement and related agreements and to perform its obligations hereunder. E. The City of Evanston has adopted an ordinance (the "Aggregation Ordinance") under which it may aggregate, in accordance with the Act, residential and smalls commercial retail electrical loads located within the corporate limits of the City of Evanston for the purpose of soliciting and entering into service agreements to facilitate for those loads the sale and purchase of Retail Electric Supply (the "Aggregation Program"). F. Evanston duly adopted an ordinance, which enables the Electrical Aggregation Program as an opt -out program under the Act and has complied with all the requirements of the Act to operate an opt -out program. G. By this Agreement, the City of Evanston and Retail Electric Supplier desires to enter into a mutually beneficial energy and services provisions relationship whereby Retail Electric Supplier shall provide Retail Electric Supply and related administrative services ("Administrative Services") necessary to fulfill the obligations of this Agreement. H. The City of Evanston desires to enter into this Agreement with Retail Electric Supplier to provide Retail Electric Supply to applicable residential and small commercial retail customers through the Aggregation Program. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1 DEFINITIONS AND GENERAL REQUIREMENTS Definitions Governmental Aaaregator Obliqations and Authoritv. 1.1.1 Act — The Illinois Power Agency Act, 20 ILCS 3855/1-1 et seq. 1.1.2 Aggregation Area — City of Evanston, Cook County, Illinois boundaries 1.1.3 Aggregation Program — The program established by the City to provide residential and small commercial Eligible Customers with retail electric supply as described in this Agreement. 1.1.4 ARES — Has the same meaning as that set forth in Section 16-102 of the Public Utilities Act. 220 ILCS 5/16-202. 1.1.5 Early Termination Date — this Agreement with Retail Electric Supplier will terminate if an Event of Default is not cured pursuant to Section 6.2 of this Agreement. 1.1.6 Electric Utility — The electric utility company that currently provides residential and small commercial retail electric service in the Aggregation Area. 1.1.7 Eligible Customers — The residential and small commercial retail customers of the current electricity supplier located within the City limits and eligible to participate in the Aggregation Program as defined in section 1-92 of the Act (20 ILCS 3855/1-92), and as defined in Exhibit A. 1.1.8 Event of Default — Defined in Section 6.1 of this Agreement. 1.1.9 FOIA -The Illinois Freedom of Information Act, 5 ILCS 140/1 et seq. 1.1.10 ICC —Illinois Commerce Commission 1.10.11 ISO — An ISO is an independent system operator organization that formed at the direction or recommendation of the Federal Regulatory Commission. In areas where an ISO is established, it coordinates controls and monitors the operation of the electrical power system, typically within a single US State. 1.1.12 Participating Customer — An Eligible Customer enrolled in the City's Aggregation Program. 1.1.13 Plan — The Aggregation Plan of Operation and Governance a d o p t e d b y t h e Evanston City Council pursuant to the requirements set forth in Section 1-92 of the Act. 1.1.14 Pricing Attachment - During the Term of the Agreement, Retail Electric Supplier shall provide Retail Electric Supply to all Participating Customers at the price set forth in the attached Exhibit "A". 1.1.15 RTO — A regional transmission organization is an organization that is responsible for moving electricity over large interstate areas and must coordinate, control, and monitor an electricity transmission grid. 1.1.16 Regulatory Event — Defined in Section 3.3.1 and 3.3.3 of this Agreement. 1.1.17 Tariff Service — service provided by the Electric Utility as required by 220 ILCS 5/16- 103 and defined by its rates on file with the ICC pursuant to 220 ILCS 5/6 et seq. in accordance with the standard switching rules and applicable notices. 1.1.18 Term — Defined in Section 3.1 of this Agreement. 1.1.19 Transmission and Ancillary Charges - Fees, costs, and obligations based on a change in fees assessed by a tariff(s) or law(s) promulgated by an authorized entity, such as the ICC and Federal Energy Regulatory Commission (FERC) on Retail Electric Supplier that are not otherwise reimbursed by the Electric Utility to Retail Electric Supplier, regardless of whether such charges are greater than, less than, or equal to the charges a Participating Customer currently pays for these services to the Electric Utility. 1.2.1 The Governmental Aggregator: (1) shall take all necessary action as required by the Act to develop, adopt and maintain an Aggregation Program for all applicable residential and small commercial retail customers, within its boundaries (the "Aggregation Area") that the Governmental Aggregator has determined are eligible to participate in the Aggregation Program ("Eligible Customers"); (2) shall request the names and addresses of Eligible Customers from the electric utility that provides residential and small commercial retail electric service in the Aggregation Area (the "Electric Utility'); (3) shall hold and publish notice of any required public meetings regarding the Aggregation Program; and (4) hereby authorizes Retail Electric Supplier to contract for Retail Electric Supply with those Eligible Customers that otherwise have not been removed from the Aggregation Program due to circumstances that include but are not limited to: (a) opted -out of the Aggregation Program, (b) rescind their switch to Retail Electric Supplier as part of their enrollment in the Aggregation Program, (c) otherwise terminate their participation in the Aggregation Program, (d) have their participation terminated by the Governmental Aggregator, or (e) their Retail Electric Supply terminated by Retail Electric Supplier or the Electric Utility ("Participating Customer'). 1.2.2 The Governmental Aggregator shall, on a best efforts basis and in a timely manner, forward to Retail Electric Supplier all notices from the Electric Utility concerning Participating Customers' accounts served pursuant to this Agreement, including but not limited to verbal or written notices regarding transition costs, changes in the terms and conditions of tariffs, rates or riders, and notices concerning the operation and reliability of the Electric Utility's system. 1.2.3 Governmental Aggregator has the authority to designate, and has designated Retail Electric Supplier as its ARES for the Eligible Customers for the Term of this Agreement. 1.2.4 During the Term of this Agreement, the Governmental Aggregator hereby grants Retail Electric Supplier the exclusive rights to provide Retail Electric Supply to the Eligible Customers. 1.2.5 Customer Data and Load Forecast Information. Submit to Commonwealth Edison a request for the identification of the Eligible Customers located within the boundaries of the City of Evanston that are in the delivery class(es) that will be included in the Aggregation and transfer such data to Retail Electric Supplier with the customer address information only. This data is obtained by the City of Evanston pursuant to Commonwealth Edison's tariff and will be used by Retail Electric Supplier for mailing informational materials. 1.2.6 Service Inquiries and Service Notices to Customer. Participating Customers may direct inquiries regarding this Agreement, and Retail Electric Supply provided hereunder, and any electric supply or billing questions, to Retail Electric Supplier at the address and phone number provided in Section 11.1, which address, and phone numbershall be provided in communications with Participating Customers regarding the Aggregation Program. Participating Customers should direct inquiries concerning Electric Utility related emergency, power outage, wire or service maintenance, metering, Electric Utility service billing or other similar Electric Utility related concerns to the Electric Utility. 1.2.7 Point of Sale. GovernmentaE Aggregator and Participating Customers acknowledge and agree that Retail Electric Supplier shall have no responsibility for damage to any property, or to any equipment or devices connected to the Participating Customers' electrical system. 1.2.8 Coordination with Electric Utility. Governmental Aggregator shall use all reasonable efforts to coordinate with the existing aggregator, to collect customer information and coordinate with Retail Electric Supplier to facilitate the transfer of existing aggregated customers to Retail Electric Supplier. Governmental Aggregator shall transmit the compiled information which includes customer data and energy usage. ARTICLE 2 RETAIL ELECTRIC SUPPLIER OBLIGATIONS Retail Electric Supplier Obliqations. 2.1.1 Commencing on the Effective Date and during the Term, subject to the terms of this Agreement, Retail Electric Supplier shall provide Retail Electric Supply (subject to the terms of the appropriate transmission and/or distribution tariffs) sufficient to serve the total electric supply needs of the small commercial retail and residential Participating Customers. Retail Electric Supplier shall arrange for the delivery of Retail Electric Supply in accordance with the requirements of the Participating Customers' respective Electric Utility's RTO, which is applicable, according to the rules, regulations, and tariffs governing Retail Electric Supply from an alternative supplier to the point of delivery, recognizing that the Electric Utility provides utility distribution service from the point of delivery to the Point of Sale. To the extent that any services or requirements are provided by the Electric Utility, Retail Electric Supplier shall not be responsible for the provision of such services. Notwithstanding the foregoing, Retail Electric Supplier is not responsible for the performance orfailure to perform of the provider of such transmission, distribution, or ancillary services, or the consequences of such performance or failure to perform. 2.1.2 Retail Electric Supplier shall be responsible for all acts necessary for Retail Electric Supplier to perform its obligations hereunder, including but not limited to the scheduling of delivery of Retail Electric Supply hereunder. 2.1.3 Retail Electric Supplier shall make available the price, terms and conditions of the Master Agreement to all Eligible Customers as defined in Exhibit A, and a I I Evanston residential and small commercial retail customers that may become eligible under Exhibit A to participate in the Aggregation Program and desire to join the Aggregation Program at any time during the term of the Master Agreement. 2.1.4 Provide the City of Evanston with reports and information reasonably required by the City of Evanston, including reports to provide competent and reliable evidence to support its purchase and retirement of renewable energy credits in a sufficient quantity to offset the non-renewable energy provided in the mix specified in the Price Quote. Retail Electric Supplier will provide quarterly reports showing the number of Aggregation participants, total quantity of energy, and the Price for energy provided to the Program as compared to the Utility default tariff services rates. 2.1.5 At least 90 days prior to the expiration of these terms and conditions, Retail Electric Supplier will notify customers that the Agreement is ending and inform the customers whether they will be switched back to the Tariffed Service or if the Governmental Aggregator has contracted with a Retail Electric Supplier for a new Aggregation Program. 2.1.6 Provide the City of Evanston with any and all proposed or draft correspondence to aggregated group for review and approval prior to distribution. Subcontractinq. Retail Electric Supplier may not subcontract the performance of its obligations under this Agreement without prior approval of the City of Evanston, which approval shall not be unreasonably withheld, conditioned or delayed. The use of subcontractors shall not relieve Retail Electric Supplier from the duties, terms and conditions in this Agreement. For purposes of this Agreement, regional transmission organizations, independent system operators, local utilities, customer service call centers and renewable energy certificate counterparties are not considered subcontractors. 2.3 Comply with Governance Plan. Retail Electric Supplier shall comply with all the terms and conditions of the Act and shall comply with the Plan of Operation and Governance (the "Plan") adopted by The City of Evanston, a copy of said Plan is marked as Exhibit "B" and made a part hereof as if fully set forth by this reference. In the event of a conflict between this Agreement and the Plan, this Agreement shall control. Retail Electric Supplier, at its own expense, shall be fully responsible to mail out all required enrollment and opt -out notices to Eligible Customers according to the requirements of the Act and any other applicable law and the form of the letter shall be approved in advance by The City of Evanston, which approval shall not be unreasonably withheld or delayed by The City of Evanston. 2.4 Eligible Customers that have Opted Out: After an Eligible Customer has indicated its desire to opt -out of the Aggregation Program; Retail Electric Supplier acknowledges and agrees not to enroll such Eligible Customer Unless (a)The Eligible Customer affirmatively requests to opt in, or (b) with mutual agreement of Government Aggregator, Retail Electric Supplier initiates an opt -out period pursuant to Section 2.3 of this Agreement. Notwithstanding the foregoing, Retail Electric Supplier is prohibited from solicitations related to mass advertising campaigns that may indirectly market to customers who have opted out related to other commodities or services. 2.5 Comply with the Illinois Freedom of Information Act. Pursuant to the Illinois Freedom of Information Act, 5 ILCS 140/7(2) ("FOIA'), records in the possession of others whom the City has contracted with to perform a governmental function are covered by the Act and subject to disclosure within limited statutory timeframes (five (5) working days with a possible five (5) working day extension). Upon notification from the City that it has received a Freedom of Information Act request that calls for records within Retail Electric Supplier control, Retail Electric Supplier shall promptly provide all requested records to the City so that the City may comply with the request within the required timeframe. The City and Retail Electric Supplier shall cooperate to determine what records are subject to such a request and whether any exemptions to the disclosure of such records, or part thereof, is applicable. Retail Electric Supplier shall indemnify and defend the City from and against all claims arising from the City's exceptions to disclosing certain records which Retail Electric Supplier may designate as proprietary or confidential. Compliance by the City with an opinion or a directive from the Illinois Public Access Counselor or the Attorney General under FOIA, or with a decision or order of Court with jurisdiction over the City, shall not be a violation of this Section. ARTICLE 3 TERM AND TERMINATION Term of Agreement and Termination. 3.1.1 This Agreement may be terminated prior to the expiration of the Term, in compliance with this Agreement's provisions, if: (1) a Party exercises its right under Article 6 to terminate this Agreement; (2) Retail Electric Supplier fails to maintain its [CC Certification; or (3) any of the situations described in Section 3.3 occur and Parties are unable to mutually negotiate modification(s) to the Agreement so that the adversely -affected Party may be restored to a reasonably similar economic position that the adversely -affected Party would have been in but for the occurrence of the events set forth in Section 3.3. Otherwise, the Agreement shall terminate upon the expiration of this Agreement's Term, however either party may terminate this Agreement with at least six (6) months' notice prior to the start of the next Delivery Term as defined in Exhibit A. 3.1.2 Term of Enrollment. Participating Customers shall remain enrolled in the Aggregation Program until the Participating Customer exercises the right to opt -out during a subsequent opt -out period or otherwise terminates their participation in the Aggregation Program, their participation in the Aggregation Program is terminated by the Governmental Aggregator, their Retail Electric Supply is terminated by Retail Electric Supplier or the Electric Utility, or their electric service is terminated by the Electric Utility or until this Aggregation Program is terminated, whichever occurs first. Interaction Between Termination Dates of this Aqreement and Contracts with t h e Participatinq C u s t o m e r. Participating C u s t o m e r s initially enrol led in t h e Aggregation Program shall receive Retail Electric Supply at the rate(s) set forth in this Agreement. If this Agreement is terminated prior to the end of the Term due to a Regulatory Event, then Retail Electric Supply will terminate early and the Participating Customers will be switched to the applicable Tariff Service(s) provided by the Electric Utility as required by 220 ILCS 5/16-103 and defined by its rates on file with the ICC pursuant to 220 ILCS 5/6 et seq. in accordance with the standard switching rules and applicable notices. If this Agreement is terminated pursuant to the terms of Article 6, the Retail Electric Supply will terminate early and the Participating Customers may choose another ARES provider or will be switched to the Tariff Service in accord with the standard switching rules and applicable notices. The Participating Customers agreements with the Retail Electric Supplier cannot be automatically renewed after the expiration of the Term. In the event that the Term expires and a new Agreement with an ARES is not in place, the Participating Customers will revert to Commonwealth Edison as the supplier of the service. Requlatory Continqencies. 3.3.1 Regulatory Events. The following, as well as the events described in Section 3.3.3 herein, will constitute a "Regulatory Event" governing the rights and obligations of the Parties under this Agreement: (i) Illegality. If, due to the issuance of an order, or adoption of, or change in, any applicable law, rule, or regulation, or in the interpretation of any applicable law, rule, or regulation, by any judicial, regulatory, administrative or government authority with competent jurisdiction, it becomes unlawful for a Party to perform any obligation under this Agreement. (ii) Material Adverse Government Action. If (A) any regulatory agency or court having competent jurisdiction over this Agreement requires a change to the t e r m s of t he Agreement that materially adversely affects a Party(s), or (B) any regulatory or court action which adversely and materially impacts a Party's ability to perform or otherwise provide services pursuant to this Agreement. (iii) New Taxes. If any tax or increases in such tax, or an application of such tax to a new or different class of parties, is levied or enacted on Retail Electric Supplier and effective after the Execution Date, except federal and state income taxes, employee taxes or other taxes assessed against the business of Retail Electric Supplier as opposed to the delivery of services under this Agreement. Notice, Negotiation, and Early Termination. Upon the occurrence of a Regulatory Event, the adversely affected Party shall give notice to the other Party that such event has occurred. The Parties will mutually attempt to negotiate modification(s) to the Agreement so that the adversely -affected Party may be restored to a reasonably similar economic position that the adversely -affected Party would have been in but for the occurrence of the Regulatory Event. If the Parties are unable, within thirty (30) days of entering into negotiations, to agree upon modification(s) to this Agreement, the adversely affected Party shall have the right, upon thirty (30) days' notice, to terminate this Agreement without liability and close out its obligations hereunder. Regulatory Events Defined. Regulatory changes or rulings, legislative and agency acts, and judicial rulings covered by preceding Section 3.3.1, include but are not limited to: (i) material changes affecting Retail Electric Supplier 's ICC Certification applicable to this Agreement/franchise status, fees, costs, or requirements; (ii) other material changes or clarifications of federal, state or local government certification, licensing or franchise requirements for electric power suppliers; (iii) material changes to existing or material new charges, fees, costs, and/or obligations, including without limitation transmission or capacity requirements or charges, that may be imposed upon Retail Electric Supplier by an ISO or a RTO, independent transmission provider, federal law or government agency; (iv) material changes to existing or material new charges, fees, costs, credits, emission allowance requirements, permitting requirements and/or obligations associated with environmental or energy law and regulations (including, without limitation, alternative energy requirements, carbon and greenhouse gas, or other similar controls); and (v) tariff changes and policy changes approved by the Illinois Commerce Commission, and (vi) other material changes to, or requirements of, retail electric customer access or aggregation programs in a manner which will not reasonably allow a Party or the Parties to perform economically hereunder. Termination Obliaations. Termination of this Agreement shall not relieve either Party of the obligation(s) to pay amounts owed for actual performance of obligations rendered prior to the termination of this Agreement. The Parties hereby acknowledge and agree, to the greatest extent possible, the obligations underthe Agreement will continue for the remainder of the Agreement Term following the occurrence of a Regulatory Event. Termination Notices. In the event of termination hereunder, the terminating Party shall exercise its best efforts to communicate to the non -terminating Party the upcoming possibility of termination. In the event that this Agreement is terminated prior to the end of the Term, each individual Participating Customer of the Aggregation Program will be provided written notification from the terminating Party of the termination of the Agreement at least thirty (30) days prior to termination, and in compliance with other regulatory or legal requirements and Participating Customers will also be notified of their right to return to the Electric Utility or to select an alternate retail electric supplier. All other notification(s) shall be in accordance with ICC requirements. ARTICLE 4 ENERGY SCHEDULING, TRANSMISSION, PRICING AND DELIVERY Schedulinq, Transmission and Delivery of Power. During the Delivery Term, Retail Electric Supplier shall schedule Energy as required by the RTO or other transmission provider and the Electric Utility and shall arrange for transmission and distribution service to the Participating Customers. Retail Electric Supplier will arrange for necessary electric distribution and transmission rights for delivery of such Energy to provide the Retail Electric Supply hereunder and subject to the understanding that Retail Electric Supplier has an obligation to make deliveries to Participating Customer as set forth in Section 2.1 except pursuant to Sections 3.3 or Article 7 of this Agreement. Retail Electric Supplier does not take responsibility for any delivery of services supplied by the Electric Utility or RTO, or for the consequences of the failure to provide such services. Retail Electric Supplier shall not be responsible to Participating Customer in the event the Electric Utility, RTO, disconnects, suspends, curtails or reduces service to Participating Customer (notwithstanding whether such disconnection is directed by the RTO) in order to facilitate construction, installation, maintenance, repair, replacement or inspection of any of the Electric Utility's facilities, or to maintain the safety and reliability of the Electric Utility's electrical system, or due to emergencies, forced outages, potential overloading of the Electric Utility's transmission and/or distribution circuits, or Force Majeure or for any other reason permitted by the Electric Utility's tariff or any other acts or omissions of the Electric Utility. 4.2 Pricinq. During the Delivery Period, Retail Electric Supplier shall provide Retail Electric Supply to all Participating Customers at the price set forth in the attached Pricing Attachment (Exhibit A). 4.3 F a i I u r e of Deliverv. In the event that Retail Electric Supplier fails to schedule all or part of the Retail Electric Supply as set forth herein and Retail Electric Supplier's failure is not due to a Force Majeure Event, and a Participating Customer is required to obtain and pays for Tariff Service or other Energy supply arrangement necessary to cure such Energy deficiency, Retail Electric Supplier shall reimburse Participating Customer, on the later of ten (10) days after receipt of invoice or the date payment would otherwise be due to Retail Electric Supplier, an amount determined by multiplying (a) the aggregate deficiency in the Retail Electric Supply by (b) the Replacement Price. IN THE EVENT OF RETAIL ELECTRIC SUPPLIER'S FAILURE TO PERFORM DUE TO A NON -FORCE MAJEURE EVENT, RETAIL ELECTRIC SUPPLIER'S OBLIGATION TO PAY S U C H A M O U N T DURING THE PERIODS OF NON -DELIVERY SHALL BE THE GOVERNMENT AGGREGATOR'S AND THE PARTICIPATING CUSTOMERS' SOLE REMEDY F O R RETAIL ELECTRIC SUPPLIER'S FAILURE TO DELIVER ENERGY PURSUANT TO THE TERMS OF THIS AGREEMENT. ARTICLE 5 BILLING AND PAYMENTS 5.1 Additional Costs. In addition to the pricing described in Section 4.2 and the Pricing Attachment, Retail Electric Supplier may charge Participating Customers for Transmission and Ancillary Charges with, the advance notification and authorization by the City. Retail Electric Supplier will pass these Transmission and Ancillary Charges, which may be variable, through to the Participating Customers, and Participating Customers will receive no discount or percent -off of these Transmission and Ancillary Charges. Such pass through includes, without limitation, the cost of Network Integration Transmission Services, Transmission Losses and Ancillaries (as such terms are used by the RTO), distribution line losses and distribution service charges assessed by the Electric Utility on Retail Electric Supplier and/or its customers, and any capacity requirement imposed on Retail Electric Supplier by an RTO. 5.2 Billinq. Billing shall be provided by the Electric Utility under a consolidated billing format pursuant to the Electric Utility's tariff provisions and ICC rules applicable to Participating Customer(s). If a Participating Customer fails to pay amounts due within the specified time for said payments in accord with the Electric Utility's tariff and ICC regulations, Retail Electric Supplier retains the right to assess late payment fees on or deem such non- payment a default of Participating Customer for purposes of Section 6.1.1 of this Agreement. Retail Electric Supplier may not convert Participating Customer from consolidated billing to dual billing, or vis versa, if such a conversion will facilitate more timely billing, collections, and/or payment, without the prior written consent of the City of Evanston and such consent shall not be unreasonably withheld or delayed. ARTICLE 6 DEFAULT AND REMEDIES Event of Default. 6.1.1 A "City of Evanston Event of Default" shall mean the occurrence of any of the following and the passage of any cure period set forth therein: (i) Any representation or warranty made by the City of Evanston in Article 9 hereunder is false or misleading in any material respect when made; (ii) The non -excused failure to perform any material covenant or obligation set forth in this Agreement (other than that set forth in (i) above) and such failure is not remedied within thirty (30) days after written notice thereof unless the cure requires longer than the thirty (30) days to effect and the City of Evanston is diligently working towards such cure; and 6.1.2 A "Retail Electric Supplier Event of Default" shall mean the occurrence of any of the following and the passage of any cure period set forth therein: (i) the failure to make, when due, any undisputed payment required pursuant to this Agreement if such failure is not remedied within ten (10) Business Days after written notice; (ii) any representation or warranty made by Retail Electric Supplier in Article 9 hereunder is false or misleading in any material respect when made or when deemed made; (iii) the non -excused failure to perform any material covenant or obligation set forth in this Agreement (other than that set forth in (i) above and as set forth in Section 4.3) if such failure is not remedied within thirty (30) days after written notice thereof, unless the cure period reasonably requires more than thirty (30) days to effect and Retail Electric Supplier is diligently working towards such cure; and Rights and Remedies. 6.2.1 Rights and Remedies for a City of Evanston Event of Default. Subject to other provisions of this Agreement, if the City of Evanston is the defaulting Party hereunder, so long as such the City of Evanston Event of Default shall have occurred and be continuing, Retail Electric Supplier shall have the right to (i) designate the Early Termination Date, which shall be no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, on which this Agreement shall terminate and to terminate this Agreement on the Early Termination Date, (ii) suspend performance under this Agreement, and/or (iii) have all rights and remedies available in law and equity. In addition to the foregoing remedies, Retail Electric Supplier shall have the right to seek the remedies of specific performance of The City of Evanston's and Participating Customers' obligations hereunder and/or injunctive relief to continue to provide Retail Electric Supply hereunder. 6.2.2 Rights and Remedies for a Retail Electric Supplier Event of Default. Subject to other provisions of this Agreement, if Retail Electric Supplier is the defaulting Party hereunder, so long as such Retail Electric Supplier Event of Default shall have occurred and be continuing, the City of Evanston shall have the right to (i) designate an Early Termination Date, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, and to terminate this Agreement on the Early Termination Date, (ii) suspend performance under this Agreement, and/or (iii) have all rights and remedies available in under this agreement. In addition to the foregoing remedies, the City of Evanston shall have the right to seek the remedies of specific performance and/or injunctive relief. Duty to Mitigate. Each Party agrees that it has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimize damages it may incur as a result of the other Party's failure to perform pursuant to this Agreement. 6.2.4 Notwithstanding anything herein to the contrary, in no event will either Party be liable tothe other party under this Agreement for incidental, indirect, special, punitive, or consequential damages connection with or resulting from performance or non-performance of this Agreement, irrespective if whether such claims are based upon breach of warranty, or tort (including negligence of any degree), strict liability, contract, operation of law, or otherwise. ARTICLE 7 FORCE MAJEURE Excused Failure to Comply. Neither Party shall be in default in the performance of its obligations under this Agreement, if its failure to perform results directly or indirectly from a Force Majeure Event. If despite its commercially reasonable efforts, either Party is unable, wholly or in part, to meet its obligations under this Agreement due to a Force Majeure Event, the obligations of each Party, other than the obligation to make payments due for performance rendered hereunder, so far as they are affected by such Force Majeure Event, shall be suspended during such period of the Force Majeure Event. The Party claiming excuse due to a Force Majeure Event shall exercise commercially reasonable efforts a n d due diligence to remove the inability to perform as soon as reasonably possible so that the affected period shall be no longer than that necessarily affected by the Force Majeure Event and shall exercise commercially reasonable efforts and due diligence to mitigate the effects of the Force Majeure Event. Nothing contained in this Section 7.1 shall be construed as requiring a Party to settle any strike or labor dispute in which it may be involved. Force Majeure Event. For purposes of this Agreement, a "Force Majeure Event" shall mean any non -economic cause beyond the reasonable control of the Party affected and shall include, but not be limited to, Acts of God, winds, floods, earthquakes, storms, droughts, fires, pestilence, destructive lightning, hurricanes, washouts, landslides, tornadoes and other natural catastrophes; strikes, lockouts, labor or material shortage, or other industrial disturbances; acts of the public enemies, epidemics, riots, civil disturbances or disobedience, sabotage, wars or blockades; the failure of facilities, governmental actions such as necessity to comply with any court order, law, statute, ordinance or regulation promulgated by a governmental authority, a change in law or court order; provided, however, that any such discretionary acts, failure to act or orders of any kind by Government Aggregator may not be asserted as a Force Majeure Event by Government Aggregator; or any other reasonably unplanned or non-scheduled occurrence, condition, situation or threat not covered above and not caused by a Party's action or inaction, which renders either Party unable to perform its obligations hereunder, provided such event is beyond the reasonable control of the Party claiming such inability. A change in economic electric power market conditions shall not constitute a Force Majeure Event. Failure or interruptions, including without limitation, government ordered interruptions, on the systems of generation, transmission or distribution relied upon for supplying Energy under this Agreement shall constitute a Force Majeure Event if Retail Electric Supplier has arranged for service on these systems at a level of firmness as required to provide the Retail Electric Supply agreed upon herein. Notification. If either Party is unable to perform any of its obligations under this Agreement due to a Force Majeure Event, then said Party shall notify the other Party in writing as soon as possible, but no later than seventy-two (72) hours after the start of the Force Majeure Event. The written notice shall include a specific description of the cause and expected duration of the Force Majeure Event. ARTICLE 8 INDEMNIFICATION AND LIMITATION OF LIABILITY 8.1 The Retail Electric Supplier shall defend, indemnify and hold harmless Evanston and its officers, elected and appointed officials, agents, and employees from any and all liability, losses, or damages as a result of claims, demands, suits, actions, or proceedings of any kind or nature, including but not limited to costs, and fees, including attorney's fees, judgments or settlements, resulting from or arising out of any breach, negligent or willful act or omission on the part of the Retail Electric Supplier employees, or agents during the performance of this Agreement, except to the extent caused by the sole negligence of Evanston. Such indemnification shall not be limited by reason of the enumeration of any insurance coverage herein provided. Evanston must provide Retail Electric Supplier timely written notice of its obligation to indemnify after Evanston's receipt of a claim or action pursuant to this Section. This duty shall survive for all claims made or actions filed within one (1) year following completion, expiration, or termination of this Agreement. 8.2 Nothing contained herein shall be construed as prohibiting the City, or its officers, agents, or employees, from defending through the selection and use of their own agents, attorneys, and experts, any claims, actions or suits brought against them. The Retail Electric Supplier shall be liable for the costs, fees, and expenses incurred in the defense of any such claims, actions, or suits. Nothing herein shall be construed as a limitation or waiver of defenses available to the City and employees and agents, including but not limited to the Illinois Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq. 8. 3 At Evanston's option, Retail Electric Supplier must defend all suits brought upon all such losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Retail Electric Supplier of any of its obligations under this Agreement. Any settlement of any claim or suit related to this Project by Retail Electric Supplier must be made only with the prior written consent of the City of Evanston's Corporation Counsel, if the settlement requires any action on the part of the Evanston. 8.4 Limitation of Liability. Except as otherwise specifically provided herein, in no event will the City of Evanston be liable under this agreement or the other party, to a customer or third party for any incidental, indirect, special, consequential or punitive damages in connection with or arising out of any performance or non-performance of this agreement or any event of default, regardless of whether such claims are based upon breach of warranty, tort (including but not limited to negligence of any degree), strict liability, contract, operation of law, equity or otherwise. 8. 5 All provisions of this Section shall survive completion, expiration, or termination of this Agreement. ARTICLE 9 REPRESENTATIONS AND WARRANTIES 9.1 Representations and Warranties by Retail Electric Supplier. 9.1.1 Retail Electric Supplier hereby represents and warrants to the City of Evanston as of the Effective Date as follows: (i) Retail Electric Supplier is a corporation, duly formed, validly existing and in good standing under the laws of the State of I I I i n o i s and certified as an Alternative Retail Electric Supply in the State of Illinois. (ii) Retail Electric Supplier has all authorizations from any governmental authority necessary for it to legally perform its obligations under this Agreement or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; (iii) The execution and delivery of, and performance under, this Agreement are within Retail Electric Supplier 's powers, have been duly authorized by all necessary action and do not violate, conflict with or breach any of the terms or conditions in its governing documents or any contract to which it is a party or any governmental rule applicable to it; (iv) This Agreement has been duly executed and delivered by Retail Electric Supplier , and this Agreement (assuming due authorization, execution and delivery of all Parties) constitutes legal, valid and binding obligations of Retail Electric Supplier enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (v) No Bankruptcy is pending against it or to its knowledge threatened against it. (vi) None of the documents or other written information furnished by or on behalf of Retail Electric Supplier to the City of Evanston and the request for proposal contains any untrue statement of a material fact or omits to state any material fact or is misleading. Retail Electric Supplier is not in default with any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would prevent Retail Electric Supplier from complying with the terms and conditions of this Agreement. (vii) That there are no actions, proceedings or investigations pending or threatening Retail Electric Supplier before any court or before any governmental department, commission, board, agency or instrumentality which would prevent Retail Electric Supplier from complying with the terms and conditions of this Agreement, nor does Retail Electric Supplier know or have reasonable ground to know of any basis for any such action, proceeding or investigation against Retail Electric Supplier which would prevent Retail Electric Supplier from complying with the terms and conditions of this Agreement. (viii) That Retail Electric Supplier will carry, at its own expense, secure and maintain in effect throughout the duration of this agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection w i t h t h e performance of the work hereunder by the Retail Electric Supplier, its agents, representatives, and employees. (ix) The Retail Electric Supplier shall comply with all federal, state, and local statutes, regulations, rules, ordinances, judicial decisions, and administrative rulings applicable to its performance under this Agreement. 9.2 Representations and Warranties by the Citv of Evanston. 9.2.1 Government Aggregator hereby represents and warrants to Retail Electric Supplier as of the Effective Date as follows: (i) The City of Evanston has complied with requirements under the Act for the City of Evanston to provide for the aggregation of electrical loads for residential and small commercial retail customers within the corporate limits of the City of Evanston as an opt -out program; (ii) The City of Evanston has all authorizations from any governmental authority necessary for it to legally perform its obligations under this Agreement; (iii) The execution and delivery of, and performance under, this Agreement are within The City of Evanston's powers, have been duly authorized by all necessary action and do not violate, conflict with or breach any of the terms or conditions in its governing documents or any contract to which it is a party or any governmental rule applicable to it. Neither the execution nor delivery by the City of Evanston of this Agreement nor the consummation by the City of Evanston of the transactions contemplated hereby or thereby does or will result a breach or violation of the Agreement establishing The City of Evanston's Aggregation Group, or its bylaws, or any material provision of the governance document related thereto; (iv) This Agreement has been duly executed and delivered by the City of Evanston, and this Agreement (assuming due authorization, execution and delivery of all Parties) constitutes legal, valid and binding obligations of the City of Evanston, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and similar laws affecting creditors' rights and remedies generally, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) The City of Evanston is entering into this Agreement with a full understanding of all of the risks hereof (economic and otherwise), and it is capable of assuming and willing to assume those risks; (vi) None of the documents or other written information furnished by or on behalf of the City of Evanston or Eligible Customers to Retail Electric Supplier pursuant to this Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; (vii) The City of Evanston has the contractual right to enter into this Agreement, to contract with Retail Electric Supplier to supply Retail Electric Supply and Administrative Services to meet the obligations of its Participating Customers and shall enforce its contractual agreements and rights. ARTICLE 10 CONFIDENTIAL INFORMATION Confidential Information. Retail Electric Supplier shall preserve the confidentiality of the account information it receives as a result of the performance of its obligations set forth herein. Retail Electric Supplier shall not disclose, use, sell or provide customer account information to any person, firm or entity for a purpose outside of the operation of the Program. This provision will survive the termination of the Agreement. Notwithstanding the foregoing, Retail Electric Supplier may disclose confidential account information as required by law, and any such disclosure shall not be a violation of this Agreement. However, such disclosure shall not terminate the obligations of confidentiality. Retail Electric Supplier agrees to give the City of Evanston prompt notice of any discovery request or order, subpoena, or other legal process requiring disclosure of any confidential account information. Retail Electric Supplier shall provide the City of Evanston with enough notice as to give the City of Evanston opportunity, at the City's discretion and sole cost, to seek to quash the subpoena, obtain a protective order or similar relief. Retail Electric Supplier shall furnish only that portion of the confidential account information that is required or necessary in the opinion of Retail Electric Supplier's legal counsel. 10.2 Treatment of Information. Retail Electric Supplier shall use reasonable efforts to obtain reasonable assurances that confidential treatment will be accorded any account information so disclosed. All account information shall be returned to the City of Evanston at the conclusion of the services provided to the Aggregation as set forth in Section 4.6. Notwithstanding the foregoing, nothing herein shall prevent the use by Retail Electric Supplier of such customer account information for the purpose of communicating with its customers except for customers which have opted out of the Aggregation Program. In addition, nothing herein shall prevent Retail Electric Supplier from using information in the public domain prior to its disclosure under this Agreement. ARTICLE 11 MISCELLANEOUS Notices. Any notices, requests or demands regarding the services provided under this Agreement and the Attachments shall be deemed to be properly given or made (i) if by hand delivery, on the day and at the time on which delivered to the intended recipient at its address set forth in this Agreement; (ii) if sent by U.S. Postal Service mail certified or registered mail, postage prepaid, return receipt requested, addressed to the intended recipient at its address shown below; or (iii) if by Federal Express or other reputable express mail service, on the next Business Day after delivery to such express service, addressed to the intended recipient at its address set forth in this Agreement. The address of a Party to which notices or other communications shall be mailed may be changed from time to time by giving written notice to the other Party. Retail Electric Supplier: Mr. Charles C. Sutton MC Squared Energy Services, LLC 175 W Jackson Blvd, Suite 240 Chicago, IL 60604 Phone: 312-638-9941 Fax: 877-281-1279 With a copy to: Jeremiah McGair Senior Counsel Wolverine 175 W. Jackson Blvd. Suite 200 Chicago, IL 60604 Citv of Evanston: City Manager, Erika Storlie 2100 Ridge Avenue, Room 4500 Evanston, IL 60201 Phone: 847-866-2936 Fax: 847-448-8083 With a copv to: Corporation Counsel, Kelley A. Gandurski 2100 Ridge Avenue, Room 4400 Evanston, IL 60201 With a copv to: Chief Sustainability and Resilience Officer, Kumar Jensen 2100 Ridge Avenue, Room 4820 Evanston, IL 60201 Entire Aqreement. This Agreement, including all Attachments hereto, contains all the terms and conditions of this Agreement reached by the Parties, and supersedes all prior oral or written agreements with respect to this Agreement. This Agreement may not be modified, amended, altered or supplemented, except by written agreement signed by all Parties hereto. No waiver of any term, provision, or conditions of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute a waiver of any other provision hereof, whether or not similar, nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the waiver. Waivers. Any request for a waiver of the requirements and provisions of this Agreement shall be in writing and must be approved in writing by the non -waiving Party. The failure of either Party to insist upon strict performance of such requirements or provisions or to exercise any right under this Agreements h a l l not be construed as a w a i v e r o r relinquishment of such requirements, provisions or rights. Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois. Jurisdiction and the venue for any cause of action between the Parties relating to the terms of this Agreement shall be filed in either the circuit court of Cook County, Illinois. Controllinq Provisions. In the event of any inconsistency between the terms herein and the terms of the Attachments hereto, the provisions of the Agreement shall control. In the event of a conflict between Attachment A and this Agreement, Attachment A shall control. Severabilitv. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions or affecting the validity or enforceability of such provision in any other jurisdiction. The non -enforcement of any provision by either Party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or the remainder of this Agreement. 11.7 Savings Clause. If any provision of this Agreement, or the application of such provision, shall be rendered or declared invalid by a court of competent jurisdiction, or by reason of it requiring any steps, actions, or results, the remaining parts or portions of this Agreement shall remain in full force and effect. 11.8. Non-Assiqnabilitv. This Agreement shall not be transferred or assigned by either Party without the express written authorization of the non -assigning Party, which authorization shall not be unreasonably withheld; provided, however., that such authorization may be withheld upon a reasonable determination that the proposed assignee does not have at least the same financial and technical abilities. Notwithstanding the foregoing, Retail Electric Supplier may, without the consent of the City of Evanston or the Participating Customers, (a) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangement; (b) transfer or assign this Agreement to an affiliate of Retail Electric Supplier; or (c) transfer or assign this Agreement to any person or entity succeeding to all or a substantial portion of the assets of Retail Electric Supplier . Upon an assignment pursuant to (b) or (c), the City of Evanston and the Participating Customers agree that Retail Electric Supplier shall have no further obligations regarding future performance hereunder. Either Party's assignee shall agree in writing to be bound by the terms and conditions of this Agreement, including the Attachments. Subject to the foregoing, this Agreement and its Attachments shall be binding upon and inure to the benefit of any permitted successors and assigns, to the extent permitted by law. 11.9 Forward Contract. The Parties acknowledge and agree that (a) this Agreement constitutes a forward contract within the meaning of the United States Bankruptcy Code, and (b) Retail Electric Supplier is a forward contract merchant. 11.10 Recitals. The Parties agree and acknowledge that the prefatory statements and recitals in this Agreement are intended to be and shall be a part of the provisions of this Agreement. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one instrument. IN WITNESS WHEREOF, the Parties have duly executed this Agreement to be effective on the date first written above. MC SQUARED ENERGY SERVICES, LLC Signed: Typed Name: Charles C. Sutton Title: President Date: CITY OF EVANSTON, ILLINOIS Signed: Typed Name: Erika Storlie Title: City Manager Date: EXHIBIT A: (FOR COMED TARIFF PRICE MATCH PROGRAM) PRICE Eligible Customers Eligible Customers means residential and small commercial electricity customers receiving Retail Electric Supply within the Aggregation Area who are eligible to participate in the Program pursuant to the Aggregation Act and other requirements of law, including but not limited to 83 Ill. Admin. Code Part 470 and ComEd Rate GAP. Eligible Customers may be further classified as recipients of Retail Electric Supply from Retail Electric Supplier or Tariff Service and by such standards as mutually agreed to by the Retail Electric Supplier and the Government Aggregator and as carried out by the Retail Electric Supplier. Except as otherwise required by the Aggregation Act or other requirements of law, Eligible Customers includes all residential and small commercial customers within the Aggregation Area excluding: (1) customers served by an ARES other than Retail Electric Supplier (other than the immediately previous Retail Electric Supplier supplying the City's Aggregation Program), including pending "with RES" status as reported by ComEd; (2) customers served under ComEd's Rate BESH, Rate RTOUPP, or Rider RRTP supply service; and (3) customers enrolled in a net metering program other than a Participating Customer. Eligible Customers in the initial and subsequent opt -out cycles will be placed on Retail Electric Supply service or Tariffed Service based on Retail Electric Supplier's criteria and discretion including the customer's usage patterns and wholesale market conditions as determined by the Retail Electric Supplier. Eligible Customers will be assessed the same Customer Class Price and will continue to receive monthly invoice statements from ComEd without regard to whether they are served by Retail Electric Supplier or on Utility Tariffed Service. Eligible Customer Class Price: Variable rate equal to the ComEd published tariff supply service costs including the Purchased Electricity Charges (PEC), Transmission Service Charges (TSC) and the Purchased Electricity Adjustment (PEA) for each applicable month for the Term of the Agreement. Customers on Tariffed Service will receive supply service from ComEd pursuant to the terms of ComEd's Rate BES. Termination Fee for Withdrawing Customers: No Early Termination Fee - $0.00 (Zero) per utility account. Delivery Term(s): Year 1 = XX 2021— XX 2022'� (XX) months Year 2 = XX 2022 — XX 20231 (XX) months [delete if multiple term not selected] dear 3 = XX 2023 — XX 20231(XX) months [delete if multiple term not selected] CIVIC GRANT AND REC PURCHASE PROGRAM (SPECIAL SERVICES) Civic Grant Contribution: Retail Electric Supplier agrees to provide an annual Net Civic Grant Contribution payment equal to the greater of (i) $XXX minus the costs of RECs procured by Retail Electric Supplier under the REC Purchase Program identified below and (ii) $0.00 to the Ci y for each Delivery Term within ninety (90) calendar days after the conclusion of such Delivery Term. Notwithstanding the preceding, if the Agreement is terminated pursuant to Section 6.2.2 by Ci y or 3.3.1 by either Party during a Delivery Term, Retail Electric Supplier's shall be obligated to provide a Net Prorated Civic Grant Contribution payment to!City y within ninety (90) days of the last month of electricity delivery prior to termination. The Net Prorated Civic Grant Contribution shall be calculated as follows: NPCGC = (CGC x PM/TM) - RECC Where: • NPCGC is the Net Prorated Civic Grant Contribution • CGC is $XXX • PM is the number of months from the beginning of Delivery Term through and including the last month with deliveries by Retail Electric Supplier prior to termination • TM is the total number of months in Delivery Term • RECC is the total costs incurred and documented by Retail Electric Supplier under the REC Purchase Program during that terminated Delivery Term Notwithstanding any other provision in this Agreement, Retail Electric Supplier may terminate in its sole discretion, or mutually agree with City to adjust, the monthly Civic Contribution payment to the CC y if the, number of accounts that Retail Electric Supplier serves under this agreement falls below the higher of XXX{ accounts or 25% of the total number of accounts reported by ComEd pursuant to Rate GAP, because it would not be financially viable for Retail Electric Supplier to continue funding below such number. Further, Retail Electric Supplier agrees to provide the Ci y with a one-time additional Civic Grant Contribution payment to the City equal to $25,000 paid to the City by October 1, 2021 to support the City's sustainability efforts. REC Purchase Program (Special Services): At the sole direction of the C y, Retail Electric Supplier will acquire and retire voluntary Green-EV Certified Renewable Energy Certificates (RECs) on behalf of the Government Aggregator that meet the Sustainability goals and objectives of the y including but not limited to Wind and Solar generation RECs. Retail Electric Supplier shall from time to time and upon reasonable request by the y provide the C ti y with information on the prevailing market based rates for the RECs by generation type, location and vintage on at least a quarterly basis or as requested by the Ci y at any time during the Delivery Term. Prior to Retail Electric Supplier purchasing an RECs on behalf of the C ', the Ci will provide a written request via email to Retail Electric p g Y ty, Ci , P q ( ) Supplier authorizing each REC purchase transaction. Such authorization shall document the City request to acquire the RECs. Retail Electric Supplier will provide written confirmation (via email) of each REC purchase, and will provide documentation of the actual invoices paid by Retail Electric Supplier to acquire the RECs from third -party REC providers. The funds to acquire any authorized REC purchases on behalf of the Ciy during the Delivery Term will be deducted from the Civic Grant Contribution amount identified above. In no case shall Retail Electric Supplier be obligated to purchase RECs during a Delivery Term that, in aggregate, would exceed the Civic Grant Contribution amount identified above. To the extent that the City does not request or authorize any REC purchases during the Delivery Term, Retail Electric Supplier shall provide the Civic Grant Contribution payment as outlined above. Retail Electric Supplier: MC Squared Energy Services, LLC Signed: Printed/Typed Name: Title: Date: Government Aggregator: �Ctiyof�' Signed: Printed/Typed Name: Title: Date: