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HomeMy WebLinkAboutC2021-182 - 7/27/2021 - Approved Vendor Services Agreement Acclaim Energy, LTD Confidential Page 1 of 13 SERVICES AGREEMENT _____________________________________________________________________________ This SERVICES AGREEMENT (“Agreement”) is made and entered into by and between the CITY OF CORPUS CHRISTI (“City”), and Acclaim Energy, Ltd. (“Vendor”), a Texas Limited Partnership, each individually referred to as a “party” and collectively referred to as the “parties.” AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A – Scope of Services; 3. Exhibit B – Price Schedule; and 4. Exhibit C – Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. Power Purchase Consultant and Energy Management Services. Exhibit “A,” - Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the City below (“Effective Date”) and shall expire on June 1, 2025 (“Expiration Date”), unless terminated earlier in accordance with this Agreement (“Initial Term”). City shall have the option, in its sole discretion, to renew this Agreement under negotiated terms and conditions, for up to three (3) one-year renewal options. 3. Compensation. 3.1 Price Schedule. City shall pay Vendor in accordance with the fee schedule for services performed under this Agreement in accordance with the provisions of this Agreement and Exhibit “B,” – Price Schedule. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.2 Invoicing. Unless otherwise directed by the City, Vendor’s compensation will be incorporated into each energy supply or services agreement(s) entered into by the City with the assistance of Vendor. As applicable for services paid directly by the City, Vendor shall submit an invoice to the City within 30 days of completion of specific services. All payments to Vendor paid directly by the City will be remitted to Vendor pursuant to the invoice instructions and in accordance with Chapter 2251 of the Texas Government Code. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days’ written notice of termination. DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 2 of 13 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. Notwithstanding any other provision of this Agreement, termination of this Agreement will not result in forfeiture, cancellation or otherwise encumber Vendor’s rights to payments included in any energy supply or services agreements entered into by the City with the assistance of Vendor. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City (“City Information”) as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. The Parties acknowledge that the City is a Texas governmental entity subject to the Texas Public Information Act (the “Act”). Should the City receive a request for disclosure of Confidential Information pursuant to the Act, City will promptly provide Vendor notice of such request in accordance with Section 552.305 of the Texas Government Code so that Vendor may avail itself of any opportunities to establish reasons why the information should be withheld prior to disclosing such Information. The burden of establishing the applicability of exceptions to the disclosure of Confidential Information under the Act resides with Vendor. Should Vendor be unable to establish a valid exception from disclosure or exclusion from the Act or protective order, then City may release the information, solely to the extent necessary to comply with the Act 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not knowingly allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 3 of 13 with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors and subvendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, vendors and subvendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subvendors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subvendors of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subvendors. 7. Liability and Indemnification. 7.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 7.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8. Assignment and Subcontracting. 8.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 8.2 Subcontract. If City grants consent to a subcontract, Vendor shall execute a written agreement with its subvendor referencing this Agreement under which subvendor shall agree to be DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 4 of 13 bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 9. Insurance Requirements 9.1 VENDOR’s LIABILITY INSURANCE 9.1.1 Vendor must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. 9.1.2 Vendor will furnish to the City a copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim (Defense costs not included in face value of the policy) If claims made policy, retro date must be at or prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 9.1.3 In the event of accidents of any kind related to Vendor associated with this Agreement, Vendor shall furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. 9.2 ADDITIONAL REQUIREMENTS Vendor shall obtain and maintain in full force and effect for the duration of this Agreement, and any extension hereof, at Vendor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of at least A- with a Financial Size Category of Class VII or higher. 9.2.1 Vendor shall be required to submit renewal certificates of insurance throughout the term of this Agreement and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 5 of 13 at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469- 9277 9.2.2 Certificate of insurance shall specify that at least 30 calendar days advance written notice will be provided to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. 9.2.3 Within 5 calendar days of a cancellation, non- renewal, material change or termination of coverage, Vendor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Vendor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 10. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 11. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subvendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor’s duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 12. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Corpus Christi Attn: Roberto Reece, Contract Administrator 1201 Leopard St., 1st Floor Corpus Christi, TX 78401 To VENDOR: Acclaim Energy, Ltd. John Elder, Chief Executive Officer 1885 Saint James Place, Suite 1220 Houston, Texas 77056 Office: (713) 524-0250 DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 6 of 13 JElder@AcclaimEnergy.com 13. Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 14. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 15. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor’s respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Nueces County, Texas. 17. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 19. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 20. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 21. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 22. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 7 of 13 23. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor’s option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 24. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit “C”. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 25. Change in Company Name or Ownership. Vendor shall notify City’s Contract Administrator, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact future invoice payments. DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 8 of 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: ACCLAIM ENERGY, LTD: Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0 6/3/2021 CEO John Elder DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF _______________________________ Aimee Alcorn-Reed ____________ APPROVED AS TO LEGAL FORM 7/27/2021 07/27/2021 ___________________Authorized By Council ________________________ M2021-149 AD of Contracts & Procurement 7/29/2021 Josh Chronley ATTEST: _____________________________ Rebecca Huerta City Secretary Vendor Services Agreement – Exhibit B Page 9 of 13 EXHIBIT A SCOPE OF SERVICES Initial Procurement Services 1. Vendor will address current and anticipated future consumption patterns (including new construction, infrastructure enhancements, energy efficiency measures and programs, etc.). 2. Provide timely and accurate market knowledge and insight of the Texas electricity and natural gas markets. This includes: a. Providing market research and strategic price risk concepts b. Sharing access to public and proprietary pricing information and projections, c. Provide data driven market fundamentals and technical information to support procurement decisions and timing, d. Giving market presentations to City employees, e. Monitoring relevant markets and notifying City employees of material changes that could impact the City’s budget or financial outlook, and f. Review City consumption patterns on a facility-by-facility basis and seasonal basis, and recommend benchmarking and best practices from large industrial and public-sector end- users similarly situated to the City. 3. Quantify and communicate the risks and benefits of various product types. Provide analysis/assessment of the following products, if applicable: a. Heat Rate b. Nodal/Locational Marginal Pricing c. Day-Ahead Market d. Real-Time Market e. Non-traditional supply opportunities (i.e. Renewables) f. Fixed Rate 4. Provide analysis of Supplier’s products and prices offered and technical analysis as needed. 5. Advise City and evaluation committees on best fit for City’s consumption and load profiles. 6. W ork closely with the City to compile and analyze pertinent information from RFP respondents for evaluation purposes. 7. Make recommendations in the selection of qualified RFP respondents. 8. Provide wholesale market transparency on all energy components, including ancillary services, free components, congestion, nodal charges, and other charges and services. This same analysis may also be required for any option periods in existing or future energy contracts. 9. Review electricity load profile to make recommendations for facilities and meters that can benefit from demand response enrollment. Assist with demand resp onse options and evaluation of programs and providers. Provide market intelligence on demand response income sharing arrangements. This provision does not include work related to demand response at O.N. Stevens Water Treatment Plant. 10. Meet with City staff to review electrical bids/proposal details such as company references; financial stability; pricing; pass thru fees; gross receipts tax; and other contract terms, etc. 11. Provide the services in a professional manner, exercising the standard of care and using the degree of skill and diligence prevailing in the energy industry of Texas. 12. Periodic utilization of Acclaim Analytics tools to inform and enhance the City’s overall understanding of energy management. DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 10 of 13 Services The following elements, categorized by 1) Energy Management and 2) TDU Regulated Utility Items, are designed to assist and collaborate with the City to manage your energy needs. Base services included in the Initial Procurement Fee, Additional Service(s) to be agreed between the parties. 1) ENERGY MANAGEMENT First Bill Audit (offered as part of RFP service) - Base A thorough review of the City’s first invoice from its supplier to ensure all aspects of the invoice for each ESID, reflect the correct contractual elements. This ensures expected savings and budget expectations are realized. Provide guidance with Demand Response matters: Four distinct Demand Response strategies exist with varying degrees of complexity. The City can utilize some or all of these options which will provide a monetary benefit to the City based upon the City’s ability to reduce Demand (kW) during critical periods. • 4CP Strategy - Base Voluntary reduction of load for Interval Data Recorder (IDR) metered accounts. Successful timing of reductions establishes a beneficial tariff billing determinant for the entire year for specific IDR meter. This may significantly reduce the utility cost per kWh for that particular meter. • Utility Load Management Program - Base The AEP Texas load reduction incentives may be more lucrative than ERCOT sponsored load reduction incentives such as ERS, allowing the City to maximize monetary returns if willing to participate. The City’s thoughtful participation can yield significant monetary returns to the City and may allow the City to monetize certain assets. Demand Side Management (DSM) Initiatives: The City can reduce both kW and kWh consumption via equipment upgrades, additions of electro- technologies and or changes in behavior. Robust incentives are available from the City’s utility to encourage participation. • Utility DSM Programs – Additional Service AEP Texas offers several DSM programs that encourage installation of energy efficient equipment. AEP Texas refills DSM coffers annually with specific budget amounts for each of its programs. City meters located in the AEP service territory qualify to participate in these programs which can subsidize planned energy projects through the City’s participation, such as the AEP Standard Offer Program. • REP billing report Audit – Additional Service Periodic Audits of REP billing may find billing errors, and may also highlight operational problems DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 11 of 13 that are causing too much consumption for specific meters. Identifying these instances allows for corrective actions, ultimately providing monetary savings. • REP or DER Vendor Programs REP or DER vendors offer demand response programs. Vendor will collaborate with City to review and propose participation in these programs to create savings for the City. 2) REGULATED UTILITY ITEMS Regulated Utility Analysis: All meters are billed based upon utility tariffs which are approved by the PUCT. These tariffs typically have several set billing determinants that are determined based upon when and how much electricity flows through a specific meter. • AEP cost reduction strategies While many believe nothing that can be done to reduce the utility portion of an electric invoice, there are various ways to identify and effectuate usage that will reduce the utility portion of the invoice, which will reduce overall cost per kWh for a meter, providing the City with savings. • Poor Power Factor Identification - Base Vendor will identify the City’s largest accounts by cost with poor power factor. Utility tariffs penalize for poor power factor leading to a higher cost per kWh for that meter. In many instances, corrective action can be taken with installation of capacitors to improve power factor, eliminating penalties and reducing the cost per kWh for that specific meter. • Utility Audit - Base Facility audits may identify high cost locations allowing for an in-depth review. Corrective action may yield significant savings for the City. Service Assistance - Base Installation of new facilities requires establishment of a new utility service, which also requires coordination with the City’s REP. Adding or deleting locations strategically to the City’s contract, based on then-market prices, can yield savings. Meter Consolidation – Additional Service In certain instances, the City may benefit by combining services under one meter, reducing the City’s meter count. Various elements exist to determine feasibility, however, if feasible, this can yield significant savings. Billing Disputes - Base Utilities occasionally make mistakes and will refund customers for errors within a certain time frame. Identifying errors could provide refund amounts as well as correct future utility billings. DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement Acclaim Energy, LTD Confidential Page 12 of 13 EXHIBIT B PRICE SCHEDULE Initial Procurement Services $0.00030 per kWh to be paid by retail electric provider based upon electricity consumption associated with retail electric supply contract between the City of Corpus Christi and retail electric supplier. At City’s request regarding select Additional Ongoing Services as indicated above, Vendor will propose an amount or shared savings between the City and Acclaim Energy, Ltd. The parties will document in writing any additional fees for Ongoing Services. Additional fees for optional services, if needed, will be clearly defined and documented between the parties. DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Vendor Services Agreement – Exhibit C Page 13 of 13 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Acclaim Energy, Ltd. 1885 Saint James Place, Suite 1220 Houston, Texas 77056 Execution of this Signature Verification Form (“Form”) hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: John Elder Position: Chief Executive Officer _______________________________________ Signature 2. Name: Ruben De Los Santos Position: Vice President _______________________________________ Signature 3. Name: Position: _______________________________________ Signature Name: _______________________________________ Signature of President / CEO Other Title: ______________________________ Date: ___________________________________ DocuSign Envelope ID: C5A23B81-6B1E-41EB-A115-E35BFC9036C0DocuSign Envelope ID: 35AA36EC-5BBD-4737-8708-7FFCBA1EACCF Josh Chronley AD of Contracts & Procurement