R-1302 - 10/18/2013 - ELECTRIC AGGREGATION - Resolutions RESOLUTION 2013-AG-EX1-R-1 302
A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION
OF AN AGGREGATION PROGRAM AGREEMENT BY AND BETWEEN THE
VILLAGE OF OAK BROOK AND VERDE ENERGY USA ILLINOIS, LLC
FOR THE VILLAGE'S ELECTRICITY AGGREGATION PROGRAM
WHEREAS, the Village and Verde Energy USA Illinois, LLC ("Verde'l desire to execute an
agreement for the supply of electricity and related services ("Services') for the Village's Electricity
Aggregation Program ("Agreement"); and
WHEREAS, the Village solicited bids for the Services, and Verde was the lowest responsive and
responsible bidder for the Services; and
WHEREAS, the President and Board of Trustees have determined that it is in the best interests of
the Village to enter into the Agreement in a final form approved by the Village Manager and the Village
Attorney;
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part
of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Approval of the Agreement. The President and Board of Trustees hereby
approve the Agreement by and between the Village and Verde in substantially the form attached as
Exhibit A and in a final form acceptable to the Village Manager and the Village Attorney.
Section 3: Authorization and Execution of the Agreement. The Village President and Village
Clerk shall
and approval val hereby are,
final form authorized to execute the final Agreement on
Agreement by the Village Manager behalf of the
the Village Village after
Attorney.
review pp o
Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and
approval in the manner provided by law. " s
APPROVED THIS 18th day of October, 2013
Gopal G. Lalmalani
Village President
PASSED THIS 18th day of October, 2013
Ayes: Trustees Baar, Manzo moy, Wolin Yusuf
Nays: None
Absent: Trustee Adler
AEST:
TT
Charlotte K. Pruss
Village Clerk
Resolution 2013-AG-EX1-R-1 302
Aggregation Program Agreement
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EXHIBIT A
AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK
AND VERDE ENERGY USA ILLINOIS, LLC
FOR THE VILLAGE'S ELECTRICITY AGGREGATION PROGRAM
Aggregation Supply Agreement
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Aggregation Program Agreement F
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By and Between
The Village of Oak Brook and Verde Energy USA Illinois, LLC
This Aggregation Program Agreement is entered into as of this A)S}day of November, j
2013 ("Agreement'), by and between the Village of Oak Brook ("Village "), an Illinois municipal
corporation, and Verde Energy USA Illinois, LLC ("Vendor"), a Delaware limited liability
company with an office located at 101 Merritt 7, 2nd Floor, Norwalk, Connecticut 06851.
Vendor and the Village of Oak Brook are sometimes hereinafter referred to individually as a
"Party"or collectively as the"Parties".
WITNESSETH
WHEREAS, Section 1-92 of the Illinois Power Agency Act, 20 ILCS 3855/1-92,
authorizes the corporate authorities of a municipality to establish a program to aggregate
electrical loads of residential and small commercial retail customers and to solicit bids and enter !
into service agreements to facilitate the sale and purchase of electricity and related services for
those electrical loads ("Aggregation"); and
WHEREAS, pursuant to the Act, municipalities may, if authorized by referendum, I
operate an Electricity Aggregation Program as an"opt-ouf"program that applies to all residential I
and small commercial retail electrical customers who do not affirmatively choose not to
participate; and
WHEREAS, the residents of the Village approved a referendum at the November 6,
2012 general election*authorizing the establishment of an "opt-out" Aggregation Program in the
Village pursuant to the Act;and
WHEREAS,the Request for Pricing was issued on October 16,2013; and j
WHEREAS, Vendor is an RES registered with and certified by the ICC and was
identified as the lowest responsible bidder by the Village; and
WHEREAS, the Village has selected Vendor as the supplier for the Aggregation
Program; and
WHEREAS,the Village and Vendor desire to establish the rights and obligations of the
Parties with respect to aggregating, determining a price and supplying the Aggregation Program
and related services. I
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NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, agree as follows:
ARTICLE 1: RECITALS l
The foregoing recitals are, by this reference,fully incorporated into and made part.of this .
Agreement.
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ARTICLE 2; DEFINITIONS
Whenever used in this Agreement, the following terms shall have the meanings defined
below except where the context indicates otherwise:
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A. "Affiliate" shall mean any person, firm, corporation (including, without limitation,
service corporation and professional corporation), partnership (including, without j
limitation, general partnership, limited partnership and limited liability partnership),
limited liability company, joint venture, business trust, association or other entity that
now or in the future directly or indirectly controls, is controlled by, or is under common
control with Vendor. 1
B. "Act"shall refer to the Illinois Power Agency Act,20 ILCS 3855/1-1 etseq.
C. "Aggregation" or "Municipal Aggregation" shall mean the pooling of residential and
small commercial retail electrical loads located within the Village for the purpose of
soliciting bids and entering into service agreements to facilitate for those loads the sale
and purchase of electricity and related services, all in accordance with Section 1-92 of
the Act.
D. "Aggregation Consultant" or "Consultant" shall refer to Intelligent Power Partners
LLC, the independent consultant with demonstrated expertise in electric supply l
contracting that has been retained by the Village to assist with the implementation of
each member municipality's Program.
E. "Aggregation Member" or "Member" shall mean a residential or small commercial
retail electric account enrolled in the Aggregation Program.
F. "Aggregation Program"or"Program"shall mean the program adopted by the Village
pursuant to Section 1-92 of the Act to facilitate for the applicable residential and small
commercial customers the sale and purchase of electricity and related services.
G. "Alternative Retail Electric Supplier" or "RES" shall mean an entity certified by the
ICC to offer electric power or energy for sale, lease or in exchange for other value
received to one or more retail customers, or that engages in the delivery or furnishing of
electric power or energy to such retail customers,'and shall include, without limitation, 1
resellers, aggregators and power marketers but shall not include the Electric Utility or
the Aggregation Members. For purposes of this Agreement, the definition of Alternative
Retail Electric Supplier is more completely set forth in 220 ILCS 5116-102.
H. "Ancillary Services" shall mean the necessary services that shall be provided in the j
generation and delivery of electricity. As defined by the Federal Energy Regulatory !
Commission, "Ancillary Services" include, without limitation: coordination and
scheduling services (load following, energy imbalance service, control of transmission
congestion); automatic generation control (load frequency control and the economic
dispatch of plants); contractual agreements(loss compensation service); and support of
system integrity and security(reactive power, or spinning and operating reserves).
1. "Commonwealth Edison" or "ComEd" or "utility" shall mean the Commonwealth
Edison Utility Company, or its successor, as the entity that has a franchise, license, i
permit or right to distribute, furnish or..sell electricity to retail customers within the
Village.
J. "Customer Information" shall mean information of individual Aggregation Members
subject to the limitation on disclosure established by law, including without limitation
the Act, Action 16-122 of the Public Utilities Act, 220 ILCS 5/16-102, and Section 21-11-1
of the Consumer Fraud and Deceptive Business Practices Act,815 ILCS 505/2HH
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K. "Electric Utility"shall mean Commonwealth Edison, as the entity that has a franchise,
license, permit or right to distribute, furnish or sell electricity to retail customers within
the Village.
L. "Eligible Retail Customer" shall mean a residential and small commercial retail
customer of the Utility meeting the eligibility criteria set forth in the Terms and
Conditions.
M. "Extended Term" is defined in Section 3.A of this Agreement.
N. "Force Majeure Event"is defined in Section 6.0 of this Agreement. j
O. "ICC"shall mean the Illinois Commerce Commission as described in 220 ILLS 512-101.
P. "Initial Agreement Term"is defined in Section 3 of this Agreement. i
Q. "IPA"shall mean the Illinois Power Agency.
R. "Load" shall mean the total demand for electric energy required to serve the
Aggregation Members.
S. "Opt-Out" shall mean the process by which a Member who would be included in the
Aggregation Program chooses not to participate in the Aggregation Program.
T. "PIPP" shall mean a Percentage of Income Payment Plan created by the Emergency {
Assistance Act, 305 ILCS 20-18, to provide a bill payment assistance program for low- ;
income residential customers.
U. "PJM" shall mean PJM Interconnection, L.L.C., a regional transmission organization
that coordinates the movement of wholesale electricity in all or parts of multiple states,
including the Commonwealth Edison service territory.
V. "Plan of Operation and Governance" shall mean the Aggregation Plan of Operation i
and Governance adopted by the Village pursuant to the requirements set forth in
Section 1-92 of the Act and attached to this Agreement as Exhibit E.
W. "Price to Compare" shall mean the unit price for ComEd electricity supply services for i
residential customer classes which is the sum of the electricity supply charge and the
transmission services charge as established by ComEd Rider PE (Purchased
Electricity) and Rate BES (Basic Electricity Service) or their successor Rates and
Riders.
X. "Point of Delivery" shall mean the interconnection between the RTO and the Electric
Utility to which Vendor shall deliver the electricity under the Aggregation Program for
delivery by the Electric Utility to the Aggregation Members.
Y. "REC"shall mean Renewable Energy Credits.
Z. "Regulatory Event" is defined in Section 6.13 of this Agreement.
AA. "Services" is defined in Article 5 of this Agreement.
136. "Small Commercial Retail Customer" shall mean those retail customers with an
annual consumption of less than 15,000 kWh per 220 ILCS 5/16-102, provided,
however, that the definition of Small Commercial Retail Customer will include such
other definition or description as may become required by law or tariff
CC. "Term"is defined in Section 3.A of this Agreement.
DD. "Terms and Conditions"is defined in Section 5.13 of this Agreement.
EE. "Village" or"The Village" shall mean the Village of Oak Brook, acting by and through
its corporate authorities, and authorized Village employees.
FF. "Village Designee" shall mean the person (or persons) empowered by the Village
-though Ordinance to authorize and execute a contract price lock for electricity supply on
behalf of the Village Board.
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ARTICLE 3: TERM
A. Term of Agreement. This Agreement is for an initial term beginning on the date of this
Agreement and ending on the date that is the last Meter Read Cycle End Date for Aggregation
Members for June, 2015 (provided, however service shall commence to Members consistent
with the Delivery Period noted on Exhibit A) (the "Initial Agreement Term"), unless terminated
early pursuant to Section 5.11.4 or Article 6 of this Agreement, or unless the Price to Compare for
ComEd Default Tariff Service falls below the Fixed Price as noted in the current Confirmation
attached to this Agreement. If the Price to Compare falls below the Fixed Price, then the Vendor,
at its option, may establish a rate equal to the ComEd Price to Compare or terminate this
Agreement and return Members to the ComEd Default Tariff Service at no cost to the Village or
the Members. Subsequent to such Price reduction, if the Price to Compare is further revised but j
remains below the original Fixed Price, Vendor shall comparably re-establish the rate in an
amount equal to the revised Price to Compare.The Village and the Vendor may extend the Initial
Agreement Term for additional periods of time up to three months for each extension, by written
agreement approved and executed by each of them (each an "Extended Agreement Term")
(the applicable Initial Agreement Term or Extended Agreement Term is the "Term'J. Nothing in
this Article related to the Initial Agreement Term or the possibility of agreement to an Extended
Agreement Term may be construed or applied in any manner to create any expectation that any
right or authority related to this Agreement granted by the City/Village to the Vendor shall
continue beyond the Initial Agreement Term or an approved Extended Agreement Term. In the
event the Village decides either(a)the Aggregation program will terminate upon expiration, or(b) 1
that it would like to renew the Aggregation Program, but with a supplier other than Vendor, then
the Village must provide notice to Vendor at least 60 days prior to the expiration date of this
Agreement. In the event notification is not received in a timely manner, the Parties will negotiate
an extension for a price no later than forty-five (45) days prior to the first expiration date with any
Aggregation Member. In the event no extension is agreed upon by the Parties, the Parties will
have no obligation to each other to extend the Aggregation Program.
ARTICLE 4: PROGRAM RESPONSIBILITIES
A. Village Responsibilities.
1. Customer information. Vendor and Village shall cooperate to obtain the
Customer Information from ComEd (including submission to ComEd of the Government
Authority Aggregation Form), subject to the limitations on disclosure of the Customer
Information established at law, including without limitation the Act, Section 16-122 of the Public
Utilities Act, 220 ILCS 5/16-102, and Section 2HH of the Consumer Fraud and Deceptive
Business Practices Act, 815 ILCS 505/2HH,
2. Notices from ComEd. The Village shall promptly forward to Vendor any notices
received by the Village from ComEd concerning the accounts of Aggregation Members.
3. No Village Obligations to Provide Services. The Parties acknowledge and
agree that the Village is not responsible to provide, and this Agreement shall not be construed
to create any responsibility for the Village to provide, the Services to any person or entity,
including without limitation the Vendor, ComEd, or any Aggregation Member.
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4. No Village Financial Responsibillty, The Parties acknowledge and agree that
this Agreement does not impose or create, and shall not be construed to create, any financial
obligation of the Village to any other person or entity, including without limitation Vendor,
ComEd, or any Aggregation Member.
B. Vendor Obligations.
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1. Provision of Services. The Vendor shall provide all of the Services described in
Article 5 of this Agreement throughout the Term. The Vendor acknowledges and agrees that.the
Village is not responsible to provide, and shall not be. liable to the Vendor or any Aggregation j
Member for any failure to provide, any Services pursuant to this Agreement. I
2. Compliance with Applicable Law. Vendor shall comply with all applicable
requirements of law, including without limitation the Aggregation Ordinance, Plan of j
Governance, the Act,the rules and regulations of the ICC, tariffs applicable to the Electric Utility
and the Independent System Operator, and all other applicable federal, state, and local laws,
orders, rules and regulations (collectively, the "Requirements of Lave'), including the terms and
conditions of this Agreement, in providing the Services pursuant to this Agreement.
3. Compliance with Plan of Operation and Governance. The Vendor shall
provide all services required under this Agreement in accordance and compliance with the Plan
of Operation and Governance adopted by the Village and attached as Exhibit E. i
ARTICLE 5: VENDOR SERVICES I
The Vendor shall supply all of the following services in support of the Program (collectively, the
"Services"):
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A. Electricity Supply. Vendor shall supply firm power requirements to each Aggregation
Member which it is ultimately contracted to serve.
1. Electricity Supply.
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a. Transmission. Vendor will arrange for and pay all necessary
transmission services up to the Point of Delivery to deliver electricity
supply to Members, including all electricity commodity costs, PJM
charges, congestion charges, distribution and transmission losses, and
capacity charges.
b. Billing. To the extent allowed by law and the ComEd tariff, the Vendor
shall make all arrangements for Aggregation Members to receive a
single monthly bill from ComEd during the Term. Additionally, Vendor
shall ensure that the- following fees continue to be collected and
processed by ComEd., monthly payments, late payments, delivery
charges and monthly service fee.
C. Data. Vendor shall maintain a comprehensive and confidential database
recording historical account information for Member accounts that have
been provided to the Vendor by ComEd and the Village, and maintain a
current list of accounts of Aggregation Members and accounts that have
opted-out of the Aggregation Program.
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d. Title. Title to and risk of loss for the electricity sold to Members shall pass
to the purchasing Member upon delivery at the Point of Delivery;
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2. Supply Mix. Vendor shall be capable of providing the energy supply mix to i
Members as identified in Exhibit A.
3. Delivery Specifications
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a. Quality and Measurement. Vendor warrants that all electricity sold and
delivered shall be of the specifications required by PJM and ComEd and
suitable for delivery to and use by the Members. f
b. Title. Vendor warrants that it possesses or wili possess good marketable
title to all electricity sold to the Members, and that such electricity is free
from all liens and adverse claims up to the Point of Delivery.
c. Delivery. Vendor shall deliver all electricity supplied to Members at the
Point of Delivery to secure delivery to the Aggregation Members.
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a. Program implementation.
1. Member Service. Vendor shall maintain certain minimum levels of customer
service including:
a. Program Management and Documentation. Vendor program
management and documentation shall be in accordance with 1) this
Agreement; 2) the Village's Plan of Operation and Governance; 3) the !
Vendors response to the Village's Request for Pricing, and 4) the
Requirements of Law.
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b. Confidentiality. Vendor shall maintain the confidentiality of customer
information pursuant to Article 10 of this Agreement and as required by
law.
C. Customer Service. Vendor shall assist Aggregation Members with their
inquiries. Concerns regarding service reliability should be directed to
ComEd, billing questions should be directed to ComEd or the Vendor, as
applicable, and any unresolved disputes should be directed to the ICC.
Inquiries from Aggregation Members should be managed within the
following performance parameters:
L Telephone Inquiries. Vendor shall maintain a toll-free telephone
access line which shall be available to Aggregation Members 24
hours a day, seven days a week. Trained company
representatives shall be available to respond to customer
telephone inquiries during normal business hours. After normal
business hours, the access line-may be answered by a service or
an automated response system, including an answering machine. '•.
Inquiries received after normal business hours shall be responded
to by a trained company representative on the next business day.
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Under normal operating conditions, telephone answer times by a
customer representative, including wait time, shall not exceed 30
seconds when the connection is made. If the call needs to be
transferred, transfer time shall not exceed 30 seconds. These
standards shall be met no less than 90 percent of the time under
normal operating conditions, measured on a quarterly basis.
ii. Internet and Electronic Mail. Vendor shall establish and
maintain a website for the Aggregation Members. The website
shall provide basic information concerning the Aggregation
Program and facilitate customer inquiries by.providing a platform
for the submission of questions by email or text. Responses to j
inquiries submitted through the website platform shall be
generated by the close of the next business day.
ill. Multi-Lingual Services. Vendor shall provide customer service
for Members requiring non-English verbal and written assistance.
iv. Hearing Impaired. Vendor shall provide customer service for
hearing impaired Members.
2. Enrollments. Vendor shall perform the following Aggregation account 1
enrollment tasks:
a. Opt-Out Notifications. Vendor shall manage the Opt-Out Period
Notification process under the supervision of the Village and the
Consultant, in accordance with the Plan of Operation and Governance. A
single database shall track account enrollment and billing data.
b. New Accounts. Vendor shall facilitate the addition of new customer
accounts to the Aggregation Program during the term of this Agreement
at the same pricing applicable to Members.
C. Re-Joining the Aggregation Group. Vendor shall assist Aggregation
Members that have Opted-Out to rejoin at a later date. Eligible customers ,
may rejoin the Program at a later date in the same manner and at the I
same pricing as provided to Aggregation Members and new accounts.
These Members may contact the Vendor at any time to obtain enrollment i
information.
d. Moving Within the Village. Vendor shall continue service at the same
rate and under the same terms and conditions for any Member who
relocates within the Village prior to the expiration of the term of this
Agreement, providing that the Member notifies the Vendor of its desire to
do so with 30 days notice. The Vendor shall be responsible for providing
notice to customers about this option.
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e. Percentage of Income Payment Plan (PIPP). Vendor shall facilitate
billing for residents enrolled in the PIPP bill payment assistance program
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for low-income residential customers. Vendor shall also notify PIPP
customers of the consequences of participating in the Aggregation.
f. Credit[Deposit Requirements. Collection and credit procedures are to
be the responsibility of ComEd, the Vendor, and the individual Member.
Members will be required to comply with the payment terms of ComEd
and the Vendor. The Village is not responsible for late payment or non-
payment of any Member-account. Neither the Village nor the Vendor
shall have a separate credit or deposit policy concerning Member
accounts.
g. Reliability of Power Supply. The Parties acknowledge that the Program
only affects pricing for the generation source.of power supply up to the
Point of Delivery. ComEd will continue to deliver power through their
transmission and distribution systems. Responsibility for maintaining
system reliability continues to rest with ComEd. If Members have service
reliability problems, they should contact ComEd for repairs. The ICC has
established "Minimum Reliability Standards" for all utilities operating
distribution systems in Illinois. Member outages, duration of outages,
interruptions, etc., are monitored to ensure reliability remains at
satisfactory levels. In addition to maintaining the "wires" system, ComEd
is required to be the "Provider of Last Resort," meaning that should the j
Vendor fail for any reason to deliver any or all of the electricity needed to I.
serve the Members' needs, ComEd will immediately provide any
supplemental electricity to the Members as may be required. ComEd
would then bill the Vendor for the power provided on their behalf, and the 1.
Members would incur no additional cost therefor.
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h. Fees Imposition. Neither the Village nor Vendor shall impose any
conditions, terms, fees, or charges on -any Member served by the
Program unless the particular term, condition, fee, or charge, is clearly
disclosed to the Member at the time the Members chose not to opt-out of
the Program.
i. Enrollment and Disenroliment Charges. Vendor shall not assess any
early termination, enrollment, switching, or relocation fees on Aggregation
Members. The Vendor shall pay, on behalf of each Aggregation Member,
any switching fee imposed by the Electric Utility related to the enrollment
of a Member in the Program.
j. Form. Documents. Examples of Opt-Out letters and communications are
provided in Exhibit B to this Agreement.
3. Terms of Service. The terms of service between each Member and Vendor shall
be set forth in the agreement between them, substantially in the form attached
hereto as Exhibit D ("Terms and Conditions").
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C. Program Monitoring. Vendor is responsible for the faithful performance of this
Agreement and shall have internal monitoring procedures and processes to ensure compliance,
as more fully described in this Section 5.C. E
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1. Recording. Vendor shall -assist the Village in developing a performance
scorecard with conditions, milestones, requirements, or timetables related to
Vendor's performance under the Program. The scorecard may additionally
record matters related to price, service, quality and other factors deemed
important.
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2. Cooperation. Vendor shall cooperate with the Village in monitoring and tracking
Program activity. This may require Vendor to report progress, problems and
proposed resolutions, performance records, allow random inspections of its
facilities (on no less than 48 hours prior written notice), participate in scheduled
meetings and provide management reports, all as reasonably requested by the
Village.
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D. Cooperation at the Conclusion of the Aggregation. Vendor agrees that it shall
cooperate with the Village in the Village's planning and implementation of an aggregation plan i
that may succeed the Program under this Agreement. With the Village's cooperation, Vendor
shall, at a minimum, in a manner consistent with the then-applicable Commonwealth Edison tariff
for Government Aggregation Protocols and as required by law, provide the Village the names
and addresses and account information for Aggregation Members in electronic format.
E. Price. The Price for the Services is set forth in Exhibit A.
ARTICLE 6: DEFAULT AND TERMINATION
A. Default and Termination. Upon termination for any reason, this Power Supply
Agreement shall be of no further force and effect, except for those obligations that j
survive termination.The obligations of Vendor and each Aggregation Member set forth in
the Terms*and Conditions shall survive termination. Notwithstanding the foregoing, at !
the Village's discretion, in the event that Vendor materially breaches this Agreement, and
such default remains uncured after any required written notice (as described in Section
6.8. below) the Village may: (i) provide written notice to the Aggregation Members that a
default has occurred and identify the alternatives each participant has for electric supply
(including terminating service with Vendor); and (ii) take such actions as necessary to
return the Aggregation Members to ComEd. In the event that Vendor materially
breaches this Agreement and the Village deems it appropriate to terminate the Program
and return the participants to ComEd, or to any other energy supplier, then: (i) Vendor i
shall not charge the Aggregation Members for administrative fees associated with early
termination, and (ii) Vendor shall not be liable to Aggregation Members for any damages
or penalties resulting from the Village's termination of this Agreement or the Terms and
Conditions with each Aggregation Member, including claims related to the price received
from ComEd or an alternate supplier being higher than the Price determined herein. If
no early termination has occurred, this Agreement shall terminate upon the expiration of
the Term. i
B. This Agreement may be terminated early in the following circumstances: i
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1, Non-Compliance. If either Party falls to comply with any material term or
condition of this Agreement, provided the failure continues without a cure 30 days
after written Notice of such failure is provided by one Party to the other.
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Material terms and conditions include, but are not limited to:
a. A breach of the confidentiality provisions set forth in Article 10 of this
Agreement;
b. Vendor's disqualification as an RES due to a lapse or revocation of any
required license or certification required to perform the obligations set
forth herein;or
C. Any act or omission that constitutes a willful or wanton deception by
affirmative statement or practice, or by omission, fraud misrepresentation I
or a bad faith practice, such as attempting to collect a charge other than
the approved rates or other charges set forth in this Agreement or the
Terms and Conditions with each Aggregation Member.
2. Regulatory Event.
a. Definition. The following shall constitute a"Regulatory Event":
1. Illegality. It becomes unlawful for a Party to perform any i
obligation under this Agreement due to the adoption of,
change in, or change in the interpretation of any applicable
law by any judicial or government authority with competent
jurisdiction.
2. Adverse Government Action. A regulatory, legislative or
judicial body: (A) requires a material change to the terms of
this Agreement that materially and adversely affects a
Party; (B) takes action that adversely and materially
impacts a Party's ability to perform, or requires a delay in
the performance of this Agreement that either Party
determines to be unreasonable; or (C) orders a change or
modification that affects the Program such that either
Party's obligations hereunder are materially changed, and
the change is not deemed a Force Majeure Event.
3. Either (i) discontinuance or material change to the ICC-
approved Purchase of Receivables Program in effect; or(ii)
the Electric Utility's failure to continue to provide
consolidated billing consistent with tariff provisions in place
as of the date of this Agreement.
b. Occurrence of Regulatory Event. Within ten (10) days of the occurrence
of a Regulatory Event, the adversely affected Party shall give notice to the
other Party that such event has occurred. Within thirty (30) days, or such
other period as the Parties may agree in writing, the Parties shall enter
into good faith negotiations to amend or replace this Agreement so that
the adversely affected Party is restored as nearly as possible to the
economic position it would have been in but for the occurrence of the
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Regulatory Event. If the Parties are unable to agree upon an amendment
to. this Agreement, within thirty.(30) days or such other period as the
Parties may agree in writing, the adversely affected Party shall have the
right, upon ten (10) days prior written notice,to terminate and close out it
obligations under this Agreement.
3. Failure to Schedule and Deliver. The failure of Vendor to schedule electricity
supply to ComEd for the Aggregation Members,except as permitted under Force
Majeure Events. {
C. Force Maieure Events. The Vendor shall not be held in default under, or in
noncompliance with, the provisions of this Agreement, nor suffer any enforcement or
penalty relating to noncompliance or default (including termination, cancellation or j
revocation of this Agreement), where such noncompliance or alleged defaults occurred i
or were caused by a "Force Majeure Event," defined as a strike, riot, war, earthquake,
flood, tidal wave, unusually severe rain or snow storm, hurricane, tornado or other
catastrophic act of nature, labor disputes, governmental, administrative or judicial order
or regulation or other event that is reasonably beyond the Vendor's ability to anticipate
or control. Specifically, and without limitation of the foregoing, during any Force Majeure
Event, the Vendor shall have no obligation to provide daily fixed price quotes pursuant
to Section 5.E of this Agreement. Non-compliance or default shall be corrected within a
reasonable amount of time after Force Majeure Event has ceased.
D. Additional Charges, Taxes or Levies. In the event that the electric utility, the PJM or
other applicable regional transmission organization, any transmission provider, or any
unit of government takes action or inaction that results in the imposition of a generally
applicable additional charge, tax, or levy upon the Vendor, and similarly situated
suppliers, for the provision of Services, then Vendor will adjust the Price to reflect such
additional charge, tax or levy by the following procedure: i
1. Provision of Notice. The Vendor shall provide written notice to the
Village and Members within fifteen (15) days after Vendor's knowledge of
the occurrence of such action or inaction, of: @ the nature of the action or
inaction; (ii) the adjustment of the Price for the applicable Term, and (iii)
the date on which the price adjustment will become effective. I
2. Adjustment Review. Within fifteen (15) days after receipt of the notice
described in Section 6.D.1, the Village shall have the right to request a
meeting with the Vendor to review the action or inaction, and the-price
adjustment, identified by the Vendor. The Vendor and the Village shall
meet within five(5) business days after the delivery of such request to the
Vendor, and shall cooperate in good faith to resolve any dispute
regarding the price adjustment. Provided that nothing herein shall
prevent the price adjustment from becoming effective on Members' bills
on the date noticed pursuant to Section 6.D.1 above.
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3. Continuity of Service. The Vendor shall continue to provide Services
during any such negotiations unless prohibited by law or regulation. This
Section 6.D.3 shall not apply to any fine or penalty assessed against the
Vendor as a result of any failure by the Vendor to comply with applicable
laws and regulations.
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ARTICLE 7: INDEMNIFICATION, INSURANCE, DISCLAIMER,AND LIMITATION OF
LIABILITY
A. Indemnification. The Vendor shall defend, indemnify and hold harmless the Village, its
officers, employees, agents, and attorneys, from and against any third party injuries, claims, i
demands,judgments, damages, losses and expenses, including reasonable attorney's fees and
costs of suit or defense, arising from the.Vendor's negligence or breach of this Agreement,
except to the extent caused by the negligence of the Village or its breach of this Agreement..
This duty shall survive for all claims made or actions filed within one year following either the
expiration or earlier termination of this Agreement. The Village shall give the Vendor timely
written notice of its obligation to indemnify and defend the Village after the Village's receipt of a
claim or action pursuant to this Section. For purposes of this Section, the word "timely" shall
mean within a time period that does not cause prejudice to the respective positions of the Vendor
and/or the Village. Nothing herein shall be construed to limit the Vendor's duty to indemnify the
Village by reference to the limits of insurance coverage described in this Agreement.
B. Insurance. Contemporaneous with the Vendor's execution of this Agreement, the Vendor
shall provide certificates of insurance, all with coverages and limits as set forth in Exhibit C to this
Agreement. For good cause shown, the Village Manager/Administrator, or his or her designee i
may request submission of copies of the required policies of insurance upon such terms,and
with such assurances of complete and prompt performance, as the Village
Manager/Administrator, or his or her designee may impose in the exercise of his sole discretion.
Such certificates and policies shall be in a form acceptable to the Village and from companies
with a general rating of A minus or better, and a financial size category of Class Vlll or better, in
Best's Insurance Guide. Such insurance policies shall provide that no change, modification in, or
cancellation of, any insurance shall become effective until the expiration of 30 days after written
notice thereof shall have been given by the insurance company to the Village. The Vendor shall,
at all times during the term of this Agreement, maintain and keep in force, at the Vendor's
expense, the insurance coverages provided above.
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C. Limitation of Liability. Except for the disclosure of Customer Information in violation of
the Requirements of Law or as otherwise specifically provided herein, in no event will either t
Party be liable to the other Party under this Agreement for incidental, indirect, special, or
consequential damages connected with or resulting from performance or non-performance of this
Agreement, irrespective of whether such claims are based upon breach of warranty, tort
(including negligence of any degree), strict liability, contract, operation of law or otherwise. j
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ARTICLE 8: MISCELLANEOUS
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A. Entire Acireement. This Agreement, including all Exhibits, constitutes the entire
Agreement and understanding between the Parties with respect to the Services, which are l
included herein. All prior written and verbal agreements and representations with respect to
these Services are merged into and superseded by this Agreement.
B. Amendment. All amendments or modifications to this Agreement shall be made in
writing and signed by both Parties before they become effective.
C. Ownership of Data and Documents. All data and information, regardless of its format,
developed or obtained under this Agreement ("Data'), other than the Vendor's confidential
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information,will be and remain the sole property of the Village. The Vendor must promptly deliver
all Data to the Village at the Village's request. The Vendor is responsible-for the care and
protection of the Data until that.delivery. The Vendor may retain one copy of the Data for the
Vendor's records subject to the Vendor's continued compliance with the provisions of this
Agreement. Upon expiration of the Agreement, Vendor shall provide Village with an electronic
copy of data defined in Article 5(1)(c) at no cost to the Village. Notwithstanding the foregoing,
nothing herein shall prevent the use by Vendor or the Village of such Data in compliance with
applicable law for the purpose of communicating with its customer or former customers. In
addition, nothing herein shall prevent Vendor or the Village from using information in the public
domain prior to its disclosure under this Agreement.
D. Assignment. This Agreement shall not be transferred or assigned by either Party
without the express authorization of the other Party, which shall not be unreasonably withheld,
conditioned or delayed, provided, however, that upon advance written notice to the Village, i
Vendor may assign this Agreement to an Affiliate without the express authorization of the Village,
provided that Vendor remains liable for Vendor's obligations hereunder.
E. Notices. Any notices, requests or demands regarding the services provided under this i
Agreement and the Attachments shall be deemed to be properly given or made @ 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, on the day of receipt; or(iii) if by Federal Express or other reputable express mail service, i
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.
To Village: To Vendor:
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Village of Oak Brook Verde Energy USA Illinois, LLC
1200 Oak Brook Road 101 Merritt 7, 2nd Floor
Oak Brook, IL 60523 Norwalk, Connecticut 06851
Attention:Village Manager Attention: Director of Business Development j
With a copy to: With a copy to:
Peter M. Friedman, Esq. Stephen J. Geissler, Esq.
Holland & Knight 68 Warren Glen
131 South Dearborn Street Burlington,CT 06013
Suite 3000
Chicago, IL 60603
F. Waivers. The failure of either Party to insist upon strict performance of such
requirements or provisions or to exercise any right under this Agreement shall not be construed
as a waiver or relinquishment of such requirements, provisions or rights. Nothing in this
Agreement shall be construed as a waiver of any rights, substantive or procedural, that the
Village may have under Federal or state law unless such waiver is expressly stated herein.
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Aggregation supply Agreement
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G. Applicable Law and Choice of Venue. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Illinois, without regard to
principles of conflict of.laws. Except as to any matter within the jurisdiction of the 1CC, all judicial
actions relating to any interpretation, enforcement, dispute resolution or any other aspect of this
Agreement shall be brought in the Circuit Court of the State of Illinois, Oak Brook County, Illinois.
Any matter brought pursuant to the jurisdiction of the federal court shall be brought in the United
States District Court of the Northern District of Illinois.
H. Exhibits. Exhibits A through E attached to this Agreement are, by this reference,
incorporated into and made part of this Agreement.
I. Controlling Provisions. In the event of any inconsistency between the text of this
Agreement and the terms of the Exhibits hereto, the text of this Agreement shall control.
J. Severabiiity. 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.
K. No Third-Party Beneficlaries. Nothing in this Agreement is intended to confer third-
party beneficiary status on any person, individual, corporation or member of the public to enforce
the terms of this Agreement.
L. Validity of Agreement. The Parties acknowledge and agree in good faith on the validity i
of the provisions, terms and conditions of this Agreement, in their entirety, and each Party
expressly warrants that it has the power and authority to enter into the provisions, terms, and
conditions of this Agreement.
M. Authority to Sign Agreement. . Vendor warrants to the Village that it is authorized to
execute, deliver and perform this Agreement. The individual signing this Agreement on behalf of
the Vendor warrants to the Village that he is authorized to execute this Agreement in the name of j
the Vendor.
N. Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, the
Village and the Vendor and their respective successors, grantees, lessees, and assigns
throughout the Term of this Agreement.
0. 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.
P. Subcontractors. Vendor agrees to employ only those subcontractors that are necessary
and are approved in advance by the Village. Subcontractors shall be held to the same strict
confidentiality standards applicable to the Vendor, and shall be required to otherwise comply with
the requirements of this Agreement. The use of subcontractors whether approved or
unapproved shall not relieve the Vendor from the duties, terms and conditions in this Agreement.
For purposes of this Agreement, regional transmission organizations,. independent system
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Aggregation Supply Agreement
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operators, local utilities, and supply and renewable energy certificate counterparties are not
considered subcontractors.
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ARTICLE 9: REPRESENTATIONS AND WARRANTIES
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A. Mutual Representations and Warranties_. Each Party represents and warrants to the
other Party, as of the date of this Agreement,that:
1. It is duly organized and validly existing under the laws of the jurisdiction of its j
organization or incorporation, and if relevant under such laws, in good standing;
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2. It has the corporate, governmental and/or other legal capacity, authority and
power to execute, deliver and enter into this Agreement and any other related
documents, and perform its obligations under this Agreement, and has taken all
necessary actions and made all necessary determinations and findings to
authorize such execution, delivery and performance;
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3. The execution, delivery and performance of this Agreement does not violate or
conflict with any law applicable to it, any provision of its constitutional documents,
any order or judgment of any court or other agency of government applicable to it
or any of its assets or any contractual restriction binding on or affecting it or any of
its assets;
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4. It has reviewed and understands this Agreement and has independently assessed
the merits of this Agreement;
S. It shall comply with all federal, state, and local laws, regulations, licensing, and
disclosure requirements.
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6. It shall maintain the confidentiality of Aggregation Members' account information, j
as required by 815 ILCS 505 12HH; I
7. It shall not impose any conditions, terms, fees, or charges on any Member served
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by the Program unless the particular term, condition, fee, or charge is clearly
disclosed to the Member at the time the Member enrolls in, or chooses not to opt
out of, the Program.
B. Additional Representations by the Vendor. The Vendor hereby further represents to
Village, as of the date of this Agreement, that:
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1. Vendor shall hold any and all subcontractors to the Confidentiality provision set
forth below;
2. Vendor shall not compensate the Consultant with respect to the award of this
Agreement or the performance of this Agreement;
3. Vendor shall obtain and maintain,for the duration of this Agreement, such proof of
insurance as the Village deems necessary;
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Aggregation Supply Agreement
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4. Vendor warrants to all Members and to the Village that Vendor has good marketable
title to all electricity sold hereunder, and that said electricity is free from all liens and
diverse claims;
5. Vendor shall deliver or cause to be delivered all electricity supplied by Vendor to
each Member to the appropriate node locations to effect delivery to the Point of
Delivery; and
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6. Vendor shall maintain all of the qualifications, certifications, approvals, and other i
authorizations required by law to provide the Services pursuant to this Agreement.
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ARTICLE 10: CONFIDENTIALITY
Vendor shall preserve the confidentiality of the account information it receives as a result of the
performance of its obligations set forth herein. In addition, and to the extent allowed by law,
both Parties agree to keep all information designated in writing by a party as confidential and
proprietary information associated with this Agreement confidential to the extent allowed by
applicable law, including without limitation the Illinois Freedom of Information Act, 51LCS 140/1
et seq.
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A. Limitation to Program Use. Vendor and the Village shall not disclose, use, sell or
provide customer information to any person, firm or entity for a purpose outside of the
operation of the Program.This provision shall survive the termination of this Agreement.
B. Disclosure. Notwithstanding the foregoing, both Parties may disclose confidential
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.
C. Advance Notice of Potential Disclosures. Both Parties agree to give prompt notice
to each other of any discovery request order, subpoena, or other legal process requiring
disclosure of any confidential account information. To extent legally permissible and
practicable, the Party that is required to disclose information pursuant to such request, order,
subpoena, or other legal process shall provide the other Party with sufficient advance notice as
to give that Party an opportunity, at that Party's discretion and sole cost, to seek to quash the
subpoena, obtain a protective order or similar relief.
D. Prudent Responses. In response to an order, subpoena, or other legal process, the
Party that is being ordered to disclose shall furnish only that portion of the confidential
information that is required or necessary in the opinion of the other Party's legal counsel. In
addition, the disclosing Party shall use reasonable efforts to obtain reasonable assurances that
any account information so disclosed will be treated as confidential.
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E. Standard Communications with Members. Notwithstanding the foregoing, nothing
herein shall prevent the use by Vendor of such customer account information for the purpose
of communicating with its customers or former customers. In addition, nothing herein shall
prevent Vendor from using information in the public domain prior to its disclosure under this
Agreement.
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IN WITNESS WHEREOF, the parties have duly executed this agreement to be effective on the
date first written above. The Parties agree that this Agreerrient may be"executed in separate
counterparts and delivered by facsimile, or as an attachment to an electronic message(such as
a pdf, of or other mutually acceptable type of file attachment), each of which when so executed
and delivered shall constitute the one and the same original document.
Verde Energy USA Illinois, LLC Village of Oak Brook: E
Signed: Signed:
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Name: ��f� s �l�ZC3 �ir� Nam L)l d �I))t 4J') aj/'1
Tale: C_1 Title: y t_�GtC ! ' O-41aDQ y
Date: [ Z 2( l� Date: I a I
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Aggregation Supply Agreement
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EXHIBIT A: Village MUNICIPAL AGGREGATION SUPPLY PRICING CONFIRMATION
CONFIRMATION
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This Confirmation, once fully executed, is an agreement entered into pursuant to the terms of the j
Aggregation Program Agreement between Vendor and the Village (the "Village of Oak Brook "), and
forms a part thereof. j
Vendor and Village of Oak Brook agree that the Aggregation Members shall receive the f=ixed
Rate set forth below for the Delivery Period set forth below:
Delivery Period:January 2014-June 2016
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Fixed Rate:$$0,05184 per kWh j
The Price does not include utility distribution charges or applicable taxes. Both Parties recognize that j
components of the Fixed Rate include electric tariff charges that are authorized by the Illinois Commerce
Commission, PJM, ComEd, other state or governmental agencies having jurisdiction, and/or the Federal
Energy Regulatory Commission. Any increase in these charges subsequent to the execution of this
Confirmation may be directly passed through to Aggregation Members by a corresponding increase in
the Fixed Rate.
Supply Mix: i
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Village of Oak Brook: Vendor:
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Name: Name:
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EXHIBIT B: ENROLLMENT FORMS AND DOCUMENTATION
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vPG�OF 0 gke90 November 21,2013
Dear Eligible Residents&Businesses,
In 2011 Oak Brook voters approved a referendum for electric aggregation and authorized the Village to
Feotrttsl•� negotiate electricity supply rates for its residents and small businesses through an opt-out Electricity
Aggregation Program. The Village's current Aggregation Program will end with the January 2014
Village Of billing cycle, The Village is now providing you with the opportunity to participate in its 2014
Oak Brook Aggregation Program, This requires no action on your part if you are interested in saving money with
1200 Oak Brook Road the new program. After another competitive bidding process this year,the Village chose Verde Energy
Oak Bro2255.60523- USA to supply Oak Brook's 2014 Aggregation Program.
website
a'SVSV.oa fc-b rook.ore
While electricity prices have risen over the past year, the Village was able to lock in a fixed rate of j
$0.05184/kWh through June 2015 for residents and small business consumers. This rate is lower than I
ComEd's Price to Compare (PTC) generation rate for power through May 2014 which is over
Administration
630.368.5000 $0.06/kWh*, The PTC for the period following May 2014 is not yet known (it will be established in
FAX 630.368.5045 May 2014)but it is expected to increase.
Community The Village of Oak Brook Aggregation Program will operate as follows:
Development
630.368.5101
FAX 630.368.5128 1. If you would like to participate and take advantage of these savings,no action is required on your
part.
Engineering a Verde's lower generation rate will take effect within your next one to two billing cycles,
Department depending on your meter read date, i
FAX 630.990.3985 a ComEd will continue to fully service your account and send you one monthly bill. Verde's
lower generation charge will be posted on your bill and you will continue to pay ComEd for
Fire Department your total monthly bill amount. i
630.368,5130 a There will be no change in ComEd servicing. You will continue to contact ComEd for power
FAX 630.368.5128 outage,repair or billing issues.
• ComEd will send you a letter confirming Verde Energy USA as your electric generation
Police Department
630.368.8700 P rovider. As required by law, this letter will inform you of your right to rescind your
FAX 630.368.8739 enrollment prior to the scheduled switch to Verde Energy USA. You do not need to take any
action when the letter arrives to participate in the Aggregation Program with Verde.
Public Works 2. If you do not want to participate in the Aggregation Program and would rather remain with ComEd
Department or select another supplier, you will need to opt-out by December 12, 2013. Note: ComEd has
630,368,5270
FAX 630.368.5295 advised us that customers who decide to opt-out of this program and return to ComEd for electric j
supply have 60 days to switch to another alternate retail electric supplier before they will be !
Oak Brook required to remain with ComEd's default supply for twelve months without the option to select an
Public Library alternate supplier.
600 Oak Brook Road We are also pleased to announce that Verde is providing all Village of Oak Brook aggregation members
Oak amok,n.60523 unlimited access to Verde Energy Savings Solutions ESS tools. The ESS tools can be accessed at the
630.368.7700 gY g (ESS)
FAX 630.368.7704 Verde aggregation website by clicking on the Energy Savings tab at the top of the site, These tools will
allow all Oak Brook customers to monitor and analyze their monthly energy usage, access information
Oak Brook snorts on how they can reduce their energy consumption and purchase energy savings products at a 20%
Core discount. The ESS suite of tools provided by Verde is unique in the industry and we encourage you to
Bath&Tennis Club take advantage of it.
700 Oak Brook Road
Oak Brook,6 60523 We are excited to partner with Verde Energy USA to offer our residents and small businesses savings
630.368.6420 p gY g
FAX 630.368.6439 on their monthly electric bill and valuable tools to improve energy efficiency. For more information or 1
to opt-out go to the Verde website at www.ilmunipower.com/OalcBrook or contact Verde Energy USA
Golrciub at 1-800-241-0295 or service @loweostpower.com.
2606 York Road
Oak Brook,IL 60523
630-368.6400 Sincerely,
FAX 630368.6419
Gopal G.Lalmalani Gerald Wolin
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err energyusa
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Village of Oak Brook
Opt-Out Notification Form
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Only complete and return this form if you do NOT want to take advantage of the monthly electric bill
savings available to you through the Village of Oak Brook Electricity Aggregation Program. if you do not
want to participate in the program you will be served by ComEd and pay ComEd's electricity supply price
for their default service unless you select another supplier.This forth must be mailed to the address below by I
[Month DD, YYYY- 14 days from Mail Date].
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ComEd Account Number(10 digits,top of bill page 1):
First and Last Name of Customer:
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Home or Service Address: I
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Phone Number:
I Signature: Date:
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Mail form to the following address by [Month DD,YYYY- 14 days from Mail Date]:
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Opt Out Notification
Verde Energy USA
101 Merritt Seven 2"d Floor
Norwalk,CT 06851
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101 Merritt 7 Corp. Park-2nd Ff.,Norwalk CT06851 - (800)241-0295
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FAQs for the Village of Oak Brook Municipal Aggregation
Program
Where can I find the Environmental Disclosure Statement&Uniform Disclosure Statement for Verde
Energy USA?
For these statements and information about the aggregation program go to
www.ilmunipower.com/OakBrook.
When will I begin to see Verde Energy USA's lower generation rate on my biII?
Verde's lower rate will take effect within your next 1-2 billing cycles depending on your meter read date.
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Will I continue to get one monthly bill from ComEd?
Yes,you will be billed exactly as you always have been by ComEd and will receive one monthly bill for all
charges.The only difference you'll see on your electric bill is that Verde Energy USA will be listed on the
f generation,portion of your bill and the lower cost electric generation rate will be used in your billing.
Will ComEd continue to service my account? '
Yes,nothing will change in terms of receiving your electricity or any customer service.ComEd will continue
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to read your meter,service your account and send you one bill each month.You will continue to contact
ComEd for any billing or service questions or if your power ever goes out.
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Who is Verde Energy USA?
Verde Energy USA is a licensed electricity supplier in the states of Connecticut,Ohio,Illinois,Maryland,
Massachusetts,New Jersey,New York and Pennsylvania.We offer residential and business customers in
these states the opportunity to save on their electrical costs by choosing us as their electricity supplier.
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How do I contact Verde Energy USA if I have a question?
As noted previously ComEd will continue to fully service your account.If you should ever need to contact
Verde you can email us at service ,lowcostpower.com or call us at 800-241-0295. Our customer service
group is available 7 days a week and 24 hours each day.
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101 Merritt 7 Corp. Park—2nd Fl.,Norwalk CT 06851 - (800)241-0295
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Verde Energy USA Illinois,LLC.
Oak Brook Municipal Aggregation Terms of Service
Top of Form
The Village of Oak Brook,pursuant to the municipal aggregation authority conferred upon it by referendum,which passed by a majority of
the vote, selected Verde Energy USA Illinois,LLC("Verde"or"Supplier")to supply the aggregation and to administer enrollments as
described below. You, the account holder(also referred to as "Customer")for the utility account("Account")applicable to the service
address referenced on the letter accompanying this Opt Out Notice(the"Account"),and Verde agree to the following terms and conditions.
Verde and Customer (individually referred to as "Party" and collectively as "Parties") agree to the following Terms of Service I
("Agreement"),as of Customer's first meter reading cycle in June 2015(the"Effective Date"). This Agreement authorizes Verde to change
Customer's electric supplier in the territory of Commonwealth Edison(the"Utility").
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1.Price and Service: For the Initial Term, Customer shall pay$0.05184("Price"),multiplied by the billing cycle usage for the Utility
account numbers("Accounts").Both Parties recognize that components of Verde's charges include electric tariff charges that are authorized
by the Illinois Commerce Commission,Independent System Operator,other state or governmental agencies having jurisdiction,and/or the
Federal Energy Regulatory Commission.' Any new tariff charges that become effective after the Utility completes Customer's enrollment
and Verde's services commence (the commencement of the "Delivery Period") may be directly passed through to Customer by a
corresponding increase in the Price. Verde shall not impose any fees or charges on Customer other than the Price set forth above. While
Verde does not charge Customer a separate fee to switch to Verde's service,if Customer is currently receiving electricity pursuant to an
agreement with another alternative retail electric supplier,that supplier may charge Customer for switching electricity providers.Customer
may compare the fixed price terms herein to market conditions by looking at the rates posted on Verde's website and on Customer's
monthly bill. In addition,Customer shall pay and be responsible for all other amounts related to the purchase and delivery of electricity,
including applicable taxes and charges.If Customer is interval metered,Customer shall also be responsible for additional costs resulting
therefrom.Please see Verde's website www.lowcostpower.com for current market conditions and updates.
2. Enrollment: (a)'Opt-Out Enrollment (Automatic Enrollments due to non-action by opt-out date. Enrollment is automatic if(i) the
account(s)to be served is/are eligible and(ii) Customer does not opt-out of Village's electric aggregation program. IF YOU DO NOT
WISH TO PARTICIPATE IN THE AGGREGATION PROGRAM, YOU MUST OPT-OUT BY THE OPT-OUT DATE. YOU CAN
OPT-OUT BY(1)RETURNING THE OPT-OUT FORM,(2)CALLING VERDE TOLL FREE AT 800-241-•0295 OR EMAILING THE
OPT-OUT FORM TO VERDE AT SERVICE @LOWCOSTPOWER.COM.(b)Opt-In Enrollment(Affirmative Enrollments). Enrollment
for the remainder of the current program is open to those who opt-out or are otherwise not automatically enrolled if(i)the account(s)to be J
served is/are eligible and(ii)Customer chooses to opt-in to the program. You can Opt-In by(1)calling Verde toll free at 800-241-0295
and using marketing code 7235 or(2)contacting Verde online at www.ilmunipower.com/OakBrook/opt-in.
3.Eligibility: Customer and the Accounts to be served-(i)must be located within the jurisdictional boundaries of the Village,(ii)must be
served by the Utility on one ofthe following rate classes:BES and RDS(which in general terms apply to residential and small commercial
customers),(iii)may not be under agreement with another Alternative Retail Electric Supplier, and(iv) must be in good credit standing
with the Utility.
4. Term: This Agreement shall become binding on the Effective Date, however, this Agreement is contingent upon: (a) successful
enrollment by the Utility and(b)the passage of the Rescission Period without effective cancellation by Customer. Successful enrollment j
by the Utility is dependent upon(i)the eligibility of Customer's Utility accounts, as determined by the Utility, to take service from an
alternative retail electric supplier and to participate in the UtiIity's purchase of receivables program,and(ii)the accuracy and completeness
of the information submitted for enrollment.Service will commence on the later of(a)the meter read in[enter month]or(b)the first meter
read date following successful enrollment by the Utility. Service shall remain in effect for 18 billing cycles ("Initial Term"), unless
terminated pursuant to the terms of this Agreement. This Agreement will start when Verde provides confirmation to Customer's local
distribution company and the local distribution company initiates the change.
5. Rescission Period: Customer may cancel enrollment without penalty up to 5 business days before the switch to Seller's service is to
occur(the"Rescission Period").
6.Termination;Remedies:If either Party defaults on its-obligations under this Agreement(which may include Customer's switching to
another electric supplier or the Utility or Customer's failure to pay the Utility),the other Party may terminate this Agreement,as applicable.
In addition,if Customer chooses to terminate this Agreement based on a recommendation from the Village in the event that Verde has
materially breached the Aggregation Program Agreement between Verde and the Village,then Verde shall not be Iiable to Customer for
any damages or penalties resulting from such termination of this Agreement,including claims related to the price received from the Utility
or an alternative retail electric supplier being higher than the Price herein, unless Verde has also materially breached'these Terms of
Service.
7. Renewal: In the event that Verde enters into an agreement with the Village to renew the municipal aggregation agreement before the
expiration of the Initial Term,between 30 and 60 days prior to the end of the Initial Term or a Renewal Term (whichever is in effect,
hereinafter the"Current Term"),Verde may send Customer an offer for a Renewal Term. This offer will include,without limitation,the
new Price,any applicable early termination fees(if any),and the Renewal Term("Offer"). In the event Verde does not receive Customer's
Verde Energy USA Illinois,LLC.
Oak Brook Municipal Aggregation Terms of Service
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rejection of the Offer within 14 days, the Offer will be deemed accepted by Customer without the need for further signature or other
affirmative action by Customer. If Customer rejects the Offer in the manner directed in the Offer,Customer's Accounts will be returned to
Utility service at the end of the Current Term. In the event that Verde does not enter into an agreement with the Village to renew the
municipal aggregation agreement before the expiration of the Initial Term,Customer's Accounts will be returned to Utility service at the
end of the Current Term.
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8. Billing and Payment: Customer will continue to receive one monthly electric bill processed and provided by the Utility for Verde's
charges and Utility's delivery charges on the invoice(s)Customer receives from the Utility,and such billing and payment shall be subject to ?
the applicable Utility rules regarding billing and payment procedures.Verde's charges or credits not invoiced through the Utility shall be
invoiced or credited,respectively,directly by Verde. Verde may cause the Utility to correct previous invoices in the event of invoicing
errors. In the event of a Customer bankruptcy,late payment or nonpayment,Verde has the right to cancel this Agreement.
9. Taxes: Any tax levied against Verde by any governmental entity,exclusive of Verde's income tax or taxes levied on Verde's real or
personal property, which must be paid by Verde shall be passed through to and borne and reimbursed by Customer. Customer must
provide Verde with any applicable exemption certificates. Customer shall pay any such taxes unless Verde is required by law to collect
and remit such taxes,in which case Customer shall reimburse Verde for all amounts so paid.
10. Contact Information: For any service question or in the event of an emergency such as a power failure or downed power line, '
Customer should contact Com Ed at 800-334-7661. Customer may contact Verde at 800-241-0295. For issues concerning this Agreement '
Verde will attempt to resolve the matter within 5 business days of receiving a call or the complaint from Customer. If Customer is not
satisfied with the response,or to obtain consumer education materials, Customer may contact the Illinois Commerce Commission at 800-
524-0795 or 800-858-9277 for TTY hearing-impaired Customers or visit its website at www.icc.illinois.gov.Customer may also contact
the Illinois Attorney General's Office at 1-800-356-5438. Customer shall contact Verde with any change in Customer's email address
and/or withdrawal of consent for electronic retention of customer information.
11.Customer Relocation: Verde will waive the early termination fee if Customer moves to a new address(either within or outside the I
Village's boundaries)and provides notice to Verde that Customer is moving prior to termination.
12. Assignment: Customer may not assign this Agreement without Verde's written consent.Verde may transfer, assign or sell this
Agreement: (a) in connection with any financing;(b)to any of its affiliates;(c)to anyone succeeding to all or substantially all of Verde's j
assets or business in the State of Illinois; or (d)to another supplier licensed by the Illinois Commerce Commission. This Agreement is
binding upon Customer and Verde, and each party's heirs, successors and permitted assigns. Any required assignment notice will be
considered to have been made if mailed to the address in Verde's records for Customer's account. There are no third-party beneficiaries to
this Agreement.
13. Exclusion of Cash Back Bonus: As a municipal aggregation Customer,Customer is not eligible to participate in Verde's promotional
cash-back or rebate bonus program
14. Limitations:ALL ELECTRICITY SOLD HEREUNDER IS PROVIDED "AS IS",AND VERDE EXPRESSLY DISCLAIMS ALL
OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED,INCLUDING BUT NOT LMTED TO ANY RSAPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE j
UNDER THIS AGREEMENT, WHETHER IN AGREEMENT, IN TORT(INCLUDING NEGLIGENCE AND STRICT LIABILITY),
OR OTHERWISE,FOR INDIRECT,INCIDENTAL,CONSEQUENTIAL,SPECIAL,OR PUNITIVE DAMAGES.
15. Force Majeure: Except for Customer's obligation under this Agreement to pay Verde for its services,neither Verde nor Customer
will be liable to the other for failure to perform an obligation either was prevented from performing due to an event beyond its reasonable
control,that could not be remedied by the exercise of due diligence and that was not reasonably foreseeable,including without limitation,
acts of God, a condition resulting from the curtailment of electricity supply or interruption or curtailment of transmission on the electric
transmission and/or distribution system, interruption of utility service, terrorist acts or wars, and force majeure events of the utility or
independent system operator.
16. Miscellaneous:This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois,without regard
for the conflicts of law provisions thereof.Title,possession,control of the electricity,and risk of loss will pass from Verde to Customer at
the delivery point,which shall be the Utility. Customer appoints Verde as its agent for the purposes of effectuating delivery,including for
receipt of billing and usage data from the Utility. This Agreement shall be considered a Letter of Agency and constitutes the entire
agreement between the Parties, superseding all verbal and written understandings. This Agreement shall only be amended in a writing
signed by both Parties or with notice from Verde to Customer as described above. Customer should contact the Utility in the event of an
electric emergency at the following numbers:for ComEd residential customers, I-800-Edison-1;for ComEd business customers, 1-877-4-
ComEd-l.Future correspondence may be sent by Verde to Customer via first class mail and/or electronic mail.
ACCEPTANCE OF AGREEMENT:This Agreement is hereby unconditionally accepted.Verde Energy USA Illinois,LLC is authorized
to switch Customer's utility supplier for the generation service charge. I will notify and/or cancel any previous agreement I may have in
place with any other supplier,if applicable.
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Aggregation Supply Agreement
Execution Version
EXHIBIT C: INSURANCE REQUIREMENTS
INSURANCE:
Certificates of Insurance and Additional Insured Endorsement shall be presented to the
Village within fifteen (15) days after the receipt by the Contractor of the Notice of Award and
the unexecuted contract, it being understood and agreed that the Village will not approve
and execute the contract nor will the bid guarantee be returned until acceptable insurance
certificates are received and approved by the Village.
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Each Contractor performing any work pursuant to a contract with the Village of Oak Brook
and each permittee working under a permit as required pursuant to the provisions of Title 1,
Chapter 8 of the Code of Ordinances of the Village of Oak Brook(hereinafter referred to as
"Insured") shall be required to carry such insurance as specified herein. Such Contractor
and permittee shall procure and maintain for the duration of the contract or permit insurance
against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work under the contract or permit, either by the I
Contractor,permittee, or their agents, representatives,employees or sub Contractors.
A Contractor or permittee shall maintain insurance with limits no less than: f
A. General Liability - $2,000,000 combined single limit per occurrence for bodily injury,
personal injury and property damage, provided that when the estimated cost of the
work in question does not exceed$25,000,the required limit shall be$1,000,000;
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B. Automobile Liability (if applicable)- $1,000,000 combined single limit per accident for
bodily injury and property damage;
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C. Worker's Compensation_and Employer's Liability - Worker's Compensation limits as
required by the Labor Code of the State of Illinois and Employers Liability limits of
$9,000,000 per accident.
Any deductibles or self-insured retention must be declared to and approved by the Village. i
At the option of the Village, either the insurer shall reduce or eliminate such deductible or
self-insured retention as respects the Village, its officers, officials, employees and
volunteers; or the Insured shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses to the extent of such deductible or
self-insured retention.
The policies shall contain,or be endorsed to contain,the following provisions:
D. General Liability and Automobile Liability Coverage-
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Aggregation Supply Agreement
Execution Version
(1) The Village, its officers, officials, employees and volunteers are to be covered
as additional insureds as respects: liability arising out of activities performed by
or on behalf of the Insured; premises owned, occupied or used by the Insured. l
The coverage shall contain no special limitations on the scope of protection
afforded to the Village,its officers, officials, employees,volunteers or agents.
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(2) The Insured's insurance coverage shall be primary insurance as respects the
Village, its officers, officials, employees, volunteers and agents. Any insurance
or self-insurance maintained by the Village, its officers, officials, employees,
volunteers or agents shall be in excess of the Insured's insurance and shall not
contribute with it.
(3) Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the Village, its officers, officials, employees, volunteers or
agents.
(4) The Insured's insurance shall apply separately to each covered party against
whom claim is made or suit is brought except with respect to the limits of the
insurer's liability. j
E. Worker's Compensation and Employer's Liability Coverage
The policy shall waive all rights of subrogation against the Village, its officers,
officials, employees, volunteers and agents for losses arising from work
performed by the insured for the Village.
Each insurance policy shall be endorsed to state that coverage shall not be suspended, j
voided, canceled by either party, reduced in coverage or in limits except after thirty (30)
days prior written notice by certified mail has been given to the Village. Each insurance
policy shall name the Village, its officers,officials and employees,volunteers and agents as
additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less
than A,VI 1.
Each Insured shall furnish the Village with certificates of insurance and with original
endorsements effecting coverage required by this provision. The certificate and
endorsements for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. The certificates and endorsements are to be on
forms approved by the Village, see Section C of this Bid Package, and shall be subject to
approval by the Village Attorney before work commences. The Village reserves the right to
require complete,certified copies of all required insurance policies, at any time.
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Aggregation Supply Agreement
Execution Version
Each insured shall include all subcontractors as insureds under its policies or shall furnish `
separate certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the requirements stated herein.
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Aggregation Supply Agreement
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EXHIBIT D -TERMS AND CONDITIONS
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Verde Energy USA Illinois,LLC.
Oak Brook Municipal Aggregation Terms of Service
Top of Form
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The Village of Oak Brook,pursuant to the municipal aggregation authority conferred upon it by referendum,which passed by a majority of
the vote,selected Verde Energy USA IIIinois,LLC ("Verde"or"Supplier")to supply the aggregation and to administer enrollments as
described below. You,the account holder(also referred to as "Customer") for the utility account("Account") applicable to the service
address referenced on the letter accompanying this Opt Out Notice(the"Account"),and Verde agree to the following terms and conditions.
Verde and Customer (individually referred to as "Party" and collectively as "Parties") agree to the following Terms of Service i
("Agreement"),as of Customer's first meter reading cycle in June 2015(the"Effective Date"). This Agreement authorizes Verde to change
Customer's electric supplier in the territory of Commonwealth Edison(the"Utility").
1. Price and Service: For the Initial Term, Customer shall pay $0.05184 ("Price"),multiplied by the billing cycle usage for the Utility
account numbers("Accounts").Both Parties recognize that components of Verde's charges include electric tariff charges that are authorized
by the Illinois Commerce Commission,Independent System Operator,other state or governmental agencies having jurisdiction,and/or the
Federal Energy Regulatory Commission. Any new tariff charges that become effective after the Utility completes Customer's enrollment i
and Verde's services commence (the commencement of the "Delivery Period") may be directly passed through. to Customer by a
corresponding increase in the Price. Verde shall not impose any fees or charges on Customer other than the Price set forth above. While j
Verde does not charge Customer a separate fee to switch to Verde's service, if Customer is currently receiving electricity pursuant to an
agreement with another alternative retail electric supplier,that supplier may charge Customer for switching electricity providers.Customer
may compare the fixed price terms herein to market conditions by looking at the rates posted on Verde's website and on Customer's
monthly bill. In addition, Customer shall pay and be responsible for all other amounts related to the purchase and delivery of electricity,
including applicable taxes and charges.If Customer is interval metered,Customer shall also be responsible for additional costs resulting
therefrom.Please see Verde's website www.lowcostpowrr.com for current market conditions and updates.
2. Enrollment: (a)Opt-Out Enrollment (Automatic Enrollments due to non-action by opt-out date.Enrollment is automatic if(i)the
accounts)to be served is/are eligible and(ii)Customer does not opt-out of Village's electric aggregation program. IF YOU DO NOT
WISH TO PARTICIPATE IN THE AGGREGATION PROGRAM, YOU MUST OPT-OUT BY THE OPT-OUT DATE. YOU CAN
OPT-OUT BY(1)RETURNING THE OPT-OUT FORM,(2)CALLING VERDE TOLL FREE AT 800-241-0295 OR EMAILING THE
OPT-OUT FORM TO VERDE AT SERVICE@LOWCOSTPOWER.COM.(b)Opt-In Enrollment(Affirmative Enrollments). Enrollment i
for the remainder of the current program is open to those who opt-out or are otherwise not automatically enrolled if(i)the account(s)to be I
served is/are eligible and(ii)Customer chooses to opt-in to the program. You can Opt-In by(1)calling Verde toll free at 800-241-0295
and using marketing code 7235 or(2)contacting Verde online at www.ilmunipower.com/OakBrooklopt-in. '
3.Eligibility: Customer and the Accounts to be served(i)must be located within the jurisdictional boundaries of the Village,(ii)must be
served by the Utility on one of the following rate classes:BES and RDS(which in general terms apply to residential and small commercial
customers),(iii)may not be under agreement with another Alternative Retail Electric Supplier,and(iv) must be in good credit standing
with the Utility.
4. Term: This Agreement shall become binding on the Effective Date, however, this Agreement is contingent upon: (a) successful
enrollment by the Utility and(b)the passage of the Rescission Period without effective cancellation by Customer. Successful enrollment
by the Utility is dependent upon (i) the eligibility of Customer's Utility accounts, as determined by the Utility, to take service from an
alternative retail electric supplier and to participate in the Utility's purchase of receivables program;and(ii)the accuracy and completeness
of the information submitted for enrollment. Service will commence on the later of(a)the meter read in[enter month]or(b)the first meter
read date following successful enrollment by the Utility. Service shalt remain in effect for 18 billing cycles ("Initial Term"), unless
terminated pursuant to the terms of this Agreement. This Agreement will start when Verde provides confirmation to Customer's local
distribution company and the local distribution company initiates the change.
5. Rescission Period: Customer may cancel enrollment without penalty up to 5 business days before the switch to Seller's service is to
occur(the"Rescission Period").
6.Termination;Remedies:If either Party defaults on its obligations under this Agreement(which may include Customer's switching to
another electric supplier or the Utility or Customer's failure to pay the Utility),the other Party may terminate this Agreement,as applicable. i
In addition, if Customer chooses to terminate this Agreement based on a recommendation from the Village in the event that Verde has
materially breached the Aggregation Program Agreement between Verde and the Village,then Verde shall not be liable to Customer for
any damages or penalties resulting from such termination of this Agreement,including claims related to the price received from the Utility
or an alternative retail electric supplier being higher than the Price herein, unless Verde has also materially breached these Terms of
Service.
7. Renewal: In the event that Verde enters into an agreement with the Village to renew the municipal aggregation agreement before the
expiration of the initial Term, between 30 and 60 days prior to the end of the Initial Term or a Renewal Term (whichever is in effect,
hereinafter the"Current Term"),Verde may send Customer an offer for a Renewal Term. This offer will include,without limitation,the
new Price,any applicable early termination fees(if any),and the Renewal Term("Offer"). In the event Verde does not receive Customer's
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Verde Energy USA Illinois,LLC.
Oak Brook Municipal Aggregation Terms of Service
rejection of the Offer within 14 days, the Offer will be deemed accepted by Customer without the need for further signature or other
affirmative action by Customer. If Customer rejects the Offer in the manner directed in the Offer,Customer's Accounts will be returned to
Utility service at the end of the Current Term. In the event that Verde does not enter into an agreement with the Village to renew the
municipal aggregation agreement before the expiration of the Initial Term, Customer's Accounts will be returned to Utility service at the
end of the Current Teri.
8. Billing and Payment: Customer will continue to receive one monthly electric bill processed and provided by the Utility for Verde's
charges and Utility's delivery charges on the invoice(s)Customer receives from the Utility,and such billing and payment shall be subject to
the applicable Utility rules regarding billing and payment procedures.Verde's charges or credits not invoiced through the Utility shall be !
invoiced or credited,respectively,directly by Verde. Verde may cause the Utility to correct previous invoices in the event of invoicing
errors. In the event of a Customer bankruptcy,late payment or nonpayment,Verde has the right to cancel this Agreement. I
9.Taxes: Any tax levied against Verde by any governmental entity,exclusive of Verde's income tax or taxes levied on Verde's real or
personal property, which must be paid by Verde shall be passed through to and borne and reimbursed by Customer. Customer must
provide Verde with any applicable exemption certificates. Customer shall pay any such taxes unless Verde is required by law to collect
and remit such taxes,in which case Customer shall reimburse Verde for all amounts so paid. ;!
10. Contact Information: For any service question or in the event of an emergency such as a power failure or downed power Iine,
Customer should contact Com Ed at 800-334-7661. Customer may contact Verde at 800-241-0295. For issues concerning this Agreement
Verde will attempt to resolve the matter within 5 business days of receiving a call or the complaint from Customer. If Customer is not
satisfied with the response,or to obtain consumer education materials,Customer may contact the Illinois Commerce Commission at 800-
524-0795 or 800858-9277 for TTY hearing-impaired Customers or visit its website at www.icc.illinois.gov.Customer may also contact
the Illinois Attorney General's Office at 1-800-386-5438. Customer shall contact Verde with any change in Customer's email address
and/or withdrawal of consent for electronic retention of customer information.
11.Customer Relocation: Verde will waive the early temlination fee if Customer moves to a new address(either within or outside the
Village's boundaries)and provides notice to Verde that Customer is moving prior to termination.
12. Assignment: Customer may not assign this Agreement without Verde's written consent. Verde may transfer, assign or sell this
Agreement:(a)in connection with any financing;(b)to any of its affiliates;(c)to anyone succeeding to all or substantially all of Verde's
assets or business in the State of Illinois; or(d)to another supplier licensed by the Illinois Commerce Commission. This Agreement is
binding upon Customer and Verde, and each party's heirs, successors and permitted assigns. Any required assignment notice will be
considered to have been made if mailed to the address in Verde's records for Customer's account. There are no third-party beneficiaries to
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this Agreement.
13. Exclusion of Cash Back Bonus: As a municipal aggregation Customer,Customer is not eligible to participate in Verde's promotional
casb-back or rebate bonus program.
14. Limitations: ALL ELECTRICITY SOLD HEREUNDER IS PROVIDED "AS IS",AND VERDE EXPRESSLY DISCLAIMS ALL '•
OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT SHALT. EITHER PARTY BE LIABLE
UNDER THIS AGREEMENT, WHETHER IN AGREEMENT,IN TORT(INCLUDING NEGLIGENCE AND STRICT LIABILITY),
OR OTHERWISE,FOR INDIRECT,INCIDENTAL,CONSEQUENTIAL,SPECIAL,OR PUNITIVE DAMAGES.
15. Force Majeure: Except for Customer's obligation under this Agreement to pay Verde for its services,neither Verde nor Customer
will be liable to the other for failure to perform an obligation either was prevented from performing due to an event beyond its reasonable
control,that could not be remedied by the exercise of due diligence and that was not reasonably foreseeable,including without limitation,
acts of God,a condition resulting from the curtailment of electricity supply or interruption or curtailment of transmission on the electric
transmission and/or distribution system, interruption of utility service,terrorist acts or wars, and force majeure events of the utility or i
independent system operator.
16. Miscellaneous:This Agreement shall be governed by'and construed in accordance with the laws of the State of Illinois,without regard
for the conflicts of law provisions thereof.Title,possession,control of the electricity,and risk of loss will p ass from Verde to Customer at
the delivery point,which shall be the Utility: Customer appoints Verde as its agent for the purposes of effectuating delivery,including for
receipt of billing and usage data from the Utility. This Agreement shall be considered a Letter of Agency and constitutes the entire
agreement between the Parties, superseding all verbal and written understandings. This Agreement shall only be amended in a writing
signed by both Parties or with notice from Verde to Customer as described above. Customer should contact the Utility in the event of an
electric emergency at the following numbers:for ComEd residential customers, 1-800-Edison-1;for ComEd business customers, 1-877-4 i
ComEd-1.Future correspondence may be sent by Verde to Customer via first class mail and/or electronic mail.
ACCEPTANCE OF AGREEMENT:This Agreement is hereby unconditionally accepted.Verde Energy USA Illinois,LLC is authorized
to switch Customer's utility supplier for the generation service charge. I will notify and/or cancel any previous agreement I may have in
place with any other supplier,if applicable.
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Aggregation Supply Agreement
Execution Version
EXHIBIT E -PLAN OF GOVERNANCE
026177054 v6
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VILLAGE OF OAK BROOK
ELECTRICITY AGGREGATION PROGRAM
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Plan of Operation and Governance
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1. Purpose of Electricity Aggregation Program & Services
This Plan of Operation and Governance has been developed in compliance with 20 ILCS 3855/1-92 i
regarding governmental aggregation of electric service. The statute defines two types of aggregation
programs that may be enacted by a governmental entity; opt-in aggregation and opt-out aggregation.
The Village of Oak Brook ("Village") will administer an opt-out aggregation program that will
automatically include all eligible electric accounts that would receive a lower rate than the prevailing i
ComEd rate for Residential Non-Electric Space Heating customers from an Retail Electric Supplier
("Supplier"). Those customers will be given prior notice entitling them to affirmatively elect not to be
part of the Program.
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The Village passed the necessary resolution to place the issue of Opt-Out Governmental Aggregation of j
Electricity on the April 5, 2011 ballot. The ballot issue subsequently passed. The Village will follow the I
Plan of Operation and Governance ("Plan") outlined below. This Plan was adopted after two public I
hearings were held in accordance with 20 ILCS 3855/1-92. i
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The Village's Aggregation Program ("Program") seeks to aggregate the retail electric loads of eligible
customers located within the Village to negotiate the best rates for the generation supply of electric
power. With a Village population of approximately 7,883 the Program has the potential to combine
residential accounts and small commercial accounts into a buying group that will be attractive to an
Alternative Retail Electric Supplier("Supplier"). Participation in the Program is voluntary. Any individual
customer("Member") has the opportunity to decline to be a Member of the Program and return to the
local utility (ComEd) standard offer of service or to enter into a power supply contract with any
Alternative Retail Electric Supplier.
Residential and small commercial electric customers often lack the ability to effectively negotiate
electric supply services. The Village's Program provides them an opportunity to benefit from
professional representation and bargaining power achieved through an aggregation program.
The Program is designed to reduce the amount Members pay for electric energy and to gain other I
favorable terms of service. The Village will not buy and resell the power to the Program Members.
Instead,the Village will competitively bid and negotiate a contract with a Supplier to provide firm,full-
requirements generation service to the Members of the Program.
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2. Bidding/Contract Procedures
The Village may elect to hold an individual bid or participate in a group bid with other municipalities.
The bidding process, whether by the Village or in concert with other municipalities, must be conducted
in compliance with all applicable Village Codes concerning the bidding process. The Village may, but is
not required'to, retain the services of a consultant,.broker, or other expert in the field of electrical
aggregation to assist in the preparation of the bidding documents and in managing the bidding process.
The Village will retain the full and absolute right to accept, accept with conditions,or reject any bid. If
this bidding process does not result in the identification of an acceptable bidder, the Village will
conclude the bidding process and not proceed with the Aggregation Program at this time.
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By majority vote of the Corporate Authorities,the Village may select a Retail Electric Supplier to provide
electric power to the Program according to the terms of a written power supply agreement entered into
by and between the Supplier and the Village. By majority vote of the Corporate Authorities,the Village
may determine not to enter into a power supply agreement with any Supplier and in such event eligible
customers shall continue to purchase electric power through ComEd. if the Corporate Authorities enter
into a power supply agreement with a Supplier, ComEd will continue to provide and service delivery of
the electricity purchased from the Supplier, and metering, repairs and emergency service will continue
to be provided by ComEd. {
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The Program may be terminated upon the termination or expiration of the power supply agreement j
without any extension, renewal, or subsequent power supply agreement being negotiated. Each l
individual Member receiving electric supply service under the Program will receive notification 45-90
days prior to termination of the Program. In the event of termination, Members in the Program would
either return to ComEd supply service or choose another supplier on their own. In the event that the
power supply agreement is terminated prior to the end of the term,each individual member will receive
written notification of the termination of the Program at least 60 days prior to termination of service.
The Village may amend any agreement with a Supplier provided that such contract amendment is
supported by a majority vote of the Corporate Authorities and acceptance by the Supplier.
3. Determination of Rates and Other Charges
3.1 Rates
The Village will solicit bids from Retail Electric Suppliers certified by the Illinois Commerce
Commission and operating under current agreements with Commonwealth Edison to provide
electricity to eligible retail accounts. The bid documents shall require the suppliers to offer a
generation charge for firm, full-requirements supply. The prices to be charged to Members in the
Program will be those of the Supplier determined to be the lowest responsive, responsible bidder.
Members will be notified of the rates and terms of the Program through a direct mailing sent to
each eligible resident and business within the Village limits.
3.2 Charges
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Neither the Village nor the selected supplier will impose any terms, conditions,fees, or charges on i
any Member served by the Program unless the particular term, condition, fee, or charge is clearly
disclosed to the Member at the time the Members chose not to opt-out of the Program.
ComEd will continue to bill for Late Payments,Delivery Charges and Monthly Service Fee,etc. These
charges apply whether or not a Member switches to the Program's Supplier. Switching generation
suppliers will not result in any new charges billed to the Member.
3.3 Switching Fees
Should ComEd assess a switching fee for Members voluntarily remaining in the aggregation
program;the Bid will be written to require the selected supplier to pay the switching fee without
assessing a fee to the Members.
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3.4 Early Termination Fee
Members may terminate their agreement without penalty if they relocate outside of the Village.
Members that leave the Program for other reasons may be assessed an early termination fee by the
Supplier. The Village will negotiate with the Supplier to ensure that any early termination fee
assessed is reasonable and clearly stated in the opt-out disclosure notice. I
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4. Determination of Eligible Customer Pool f
Under the opt-out aggregation provisions, all eligible electric consumers within the Village will be I
automatically included in the Program. However, such customers will be given prior notice entitling 11
them to affirmatively elect not to be part of the Program. lI
Prior to mailing opt-out notices, a thorough review will be performed to see that all ineligible customers J
are excluded. The review process will include the efforts of numerous parties and utilize a number of
resources:
• ComEd will query their customer database using best efforts to capture all accounts within the
Village limits.
• The Supplier, with assistance from the Village, using available Village resources and publicly I
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available material shall screen out customers who are not located within the Village limits.
Those resources may include any or all of the following: property records, water and/or sewer
records, fire and/or police department address records, 911 address records, street listings,
Village maps, internet maps, county parcel mapping databases, and geographical information
systems(GIS).
• Ineligible accounts will be screened out based on codes provided in the ComEd data.
• The data shall be reviewed to see that all zip codes have been included, all streets included, all
customer classes, all customer rate schedules, and finally that an expected total for a
community of this population was turned over.
• Any suspected omissions will be reported to ComEd along with a request to furnish that data.
5. Opt-Out Process
The Village is using an Opt-Out form of Governmental Aggregation pursuant to 20 ILCS 3855/1-92. Any i
such person that opts-out of the aggregation program pursuant to stated procedure will default to the
standard service offer provided by ComEd until the person chooses an alternative supplier.
When a successful supply offer is found the Village shall order the eligible customer list from ComEd.
ComEd shall turn over the list to the Village upon request. Once the list is obtained, it will be shared
with the selected Supplier and they will have thirty (30) days from the Village's receipt of the data to
mail the opt-out notices to all eligible Members receiving an offer.
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The selected Supplier will be required to pay for printing and mailing of opt-out disclosure notices. The
notices will be mailed to the owner or occupant residing at the electric account mailing address shown
on ComEd's customer list. The selected Supplier and the Village will agree upon the format of the opt-
out notice prior to mailing it to eligible Members. A Village official will sign the notice and it will contain
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the Village's name and logo on the outside to clearly indicate to the recipient that it is a notice from the
Village.
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Prior to mailing opt-out notices, a thorough review will be performed to see that all eligible Member
receiving and offer are sent the notice. The review process will include the efforts,of numerous parties
and utilize a number of resources as specified in Section 4 of this Plan.
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Following acceptance of an offer by the Village, the Supplier will mail opt-out notices to eligible i
Members receiving an offer. Members will have at least twenty-one (21) days from the postmark date
on the notice to postmark the return opt-out card if they do not wish to participate in the Village's
program. The supplier may offer additional means of opting out, such as, a toll-free phone number,
website, email address, or fax number. The selected supplier will not enroll those accounts opting out
from the Program.
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In the event that an eligible Member is inadvertently not sent an opt-out notice and is omitted from the
Program, the Supplier shall, upon request, enroll the eligible Member at the group rate for the
remaining term.
All members of the Program will also be given an opportunity to opt-out without penalty at least once
every three(3)years.
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Procedure Steps:
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1. The selected Supplier and the Village will agree upon the format of the opt-out notice prior to '
mailing it to eligible Members;
2. The selected supplier will distribute an Opt-Out Form to all eligible Members via first-class U.S..
Mail; j
3. Recipients will have at least twenty-one(21) days from the postmark on the notice to notify the
selected Supplier if they do not want to be part of the program;
4. Members will be able to opt-out by returning an opt-out card via U.S. Mail to the selected
Supplier. The supplier may offer additional means of opting out, such as a toll-free phone
number,website,email address,or fax number, 1
5. Additionally, Members who do not opt-out per step 4 above will receive written notification
from ComEd stating that they are about to be switched. That notice will inform them that they
have seven (7)days to rescind the contract by contacting ComEd;and
6. The selected Supplier will not enroll those accounts opting out from the Program. I
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The opt-out notice will clearly notify the Program Members of the rates to be charged for electricity and
other terms of the contract with the selected supplier.
6. Customer Eligibility
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All eligible Members are included in the Program but the selected Supplier's bid will determine which
groups receive an offer and opt-out notice. It is envisioned that most residential and small commercial
customers supplied by ComEd within the Village limits are likely to receive an offer. The following
eligibility requirements apply:
Customers must not have opted-out of the Program
Customers must not be supplied generation service from another supplier
• Customers must not be supplied generation service from ComEd under ComEd Rate BESH —
Basic Electric Service with hourly billing and Rate RDS—Retail Delivery Service
• Commercial customers must have an annual electricity consumption of less than 15,000 kWh
Customers receiving power from ComEd under particular tariffs as they may be approved and/or I
amended by the Illinois Commerce Commission from time to time may not be eligible to enroll in the
aggregation program.
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Utility rules approved by the Illinois Commerce Commission (ICC) or other regulatory agencies may
determine eligibility to enroll in the aggregation program.
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Eligibility may be limited by a Supplier's offer. For example, a fixed rate might not be offered to an
account if they would not save when compared to the prevailing ComEd rate.
The Village may expand the aggregation program to commercial customers with annual consumption
greater than 15,000 kWh through an Associate Member offer. At minimum,an Associate Member offer I
would require the Supplier to provide customized pricing with preferred contract terms to commercial 1
customers with annual consumption of greater than 15,000 kWh upon request.
7. Billing Procedures
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The Village will utilize the consolidated billing services of ComEd and the selected Supplier. Most
customers are expected to receive a single bill from ComEd that itemizes among other things,the cost of
generation provided by the Supplier. In some instances, particularly for commercial accounts, the
Supplier may request that dual billing be used. In this case the supplier would issue a bill for their supply
service and ComEd would issue a bill for their delivery services. A single bill may also be issued by the
Supplier at the sole discretion of the Village. i
Members are required to remit and comply with the payment terms of ComEd and/or the Supplier if
dual billing or single billing by the Supplier is used. This Program will not be responsible for late or no
payment on the part of any of its members. Furthermore, slow or no payment on the part of some
Members will not adversely impact the rates charged to other Members. The selected Supplier shall not
charge more than 1%percent per month for overdue balances owed the selected Supplier. I
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8. Credit/Deposit Requirements
Collection and credit procedures remain the responsibility of ComEd, the selected Supplier, and the
individual Member. Members are required to remit and comply with the payment terms of ComEd
and/or the Supplier. This Program will not be responsible for late or no payment on the part of any of
its Members. The Village will have no separate credit or deposit policy.
9. Procedures for Handling Customer Complaints and Dispute Resolution
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Members have multiple means of addressing complaints. As a general rule, concerns regarding service
reliability should be directed to ComEd, billing questions should be directed to ComEd or the selected
Supplier,and any unresolved disputes should be directed to the ICC.
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10.Moving Into the Village
Residents and businesses that move into the Village will NOT be automatically included in the Village's
Program. The Village cannot guarantee the rates,terms,and conditions to Members enrolling after the
21-d2y opt-out period of the Initial enrollees. Members wishing to opt-in to.the Program may contact
the Supplier to obtain enrollment information. There is,however, no guarantee that customers opting-
in at a later date will receive the same price, terms, and conditions as did the initial participants. The j
selected Supplier's decision whether or not to extend an offer will be based, in part, on the market
prices at the time of request.
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11.Moving Within the Village and Maintaining the Same Account Number
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The selected Supplier shall continue service at the same rate and under the same terms and conditions
for any Member who relocates within the Village prior to the expiration of the contract term, providing
that the Member notifies the Supplier of their desire to do so with thirty (30) days notice. Moving
within the Village may cause the Member to be served for a brief period of time by ComEd. The Supplier
shall have the right to bill the participant for any associated switching fee imposed by ComEd. Members
may also opt-out without penalty under these circumstances.
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12.Joining the Aggregation Group after Opting-Out
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Members who have left the aggregation group and wish to rejoin at a later date are treated in the same
manner as new residents moving into the Village. These customers may contact the Supplier at any
time to obtain enrollment information. There is, however, no guarantee that customers opting-in at a
later date will receive the same price,terms and conditions as did the initial participants.
13.Reliability of Power Supply
The Program will only affect the generation source of power. ComEd will continue to deliver power j
through their transmission and distribution systems. Responsibility for maintaining system reliability .
continues to rest with ComEd. If members have service reliability problems,they should contact ComEd
for repairs. The ICC has established "Minimum Reliability Standards" for all utilities operating I
distribution systems in Illinois. Customer outages, duration of outages, interruptions, etc., are
monitored to ensure reliability remains at satisfactory levels.
In addition to maintaining the "wires" system, ComEd is required to be the "Provider of Last Resort."
This means,should the selected Supplier fail for any reason to deliver any or all of the electricity needed
to serve the Members needs, ComEd will immediately provide for the shortfall. ComEd would then bill
the Supplier for the power provided on their behalf. The Members would incur no additional cost.
14.Supplier Qualification Selection Criteria
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Only Suppliers meeting strict criteria will be considered:
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• Suppliers will need to be certified by the Illinois Commerce Commission.
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• Registered with ComEd to do business in their service territory. Both the certification and
registration ensure that Suppliers possess the managerial,technical, and financial competence
to perform the services they offer.
• Agree to hold harmless the Village from any financial obligations arising from the Program. '
• The selected Supplier will need to agree to notify the Village and negotiate with the Village at
least sixty(60)days in advance of attempting to terminate the agreement for any reasons other
than(i)the scheduled end date or(ii)Force Majeure.
• The selected Supplier shall demonstrate its creditworthiness by possessing an investment grade
long-term bond rating from at least two major rating agencies.
• Reimburse the Village for costs associated with developing and administering the aggregation
program.
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Should the Supplier be unable to demonstrate its creditworthiness, the Supplier will be required to
provide:
• A Letter of Credit;or
• A Parental Guarantee from a company that is deemed creditworthy;or
• A Surety Bond.
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Details of the credit type and amount will be subject to negotiation.
Pursuant to 20 ILCS 3855/1-92,Supplier shall:
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• Provide for universal access to all applicable residential customers and equitable treatment of
applicable residential customers.
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• Refer. Members interested in demand management and energy efficiency services to those
services offered by Commonwealth Edison or any other party as designated by the Village.
• Meet any requirements established by law concerning aggregated service offered pursuant to l
the 20 ILCS 3855/1-92.
15.Miscellaneous
The operation of the Village's Program may be impacted by any of the following:
• 20 ILCS 3855/1-92 as it may be amended from time to time.
• Federal Energy Regulatory Commission (FERC)tariffs as may be enacted or amended from time
to time.
• Illinois Commerce Commission (]CC) rules and regulation as may be enacted or amended from
time to time.
• ComEd tariffs as approved or amended from time to.time by the ICC.
• Federal,state,and local laws.
• Rules, regulations, and orders approved or enacted by federal, state, or local regulatory
agencies. i
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The Village will maintain a copy of this Plan of Operation and Governance on file at its administrative
office. This Plan will be kept available for public inspection. It will, upon request, be copied for any
existing or potential Member of the aggregation in accordance with the Village rules for copying public
documents.
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