HomeMy WebLinkAboutOrdinances - ORD-12-1578 - 01/30/2012 - AGREEMENT CONSULT SERVICES IECORDINANCE NO. ORD-12-1579
AN ORDINANCE AUTHORIZING EXECUTION OF AN AGREEME14T FOR
CONSULTING SERVICES BETWEEN INDEPENDENT ENERGY CONSULTANTS
INC. AND THE CITY OF MCHENRY, A MUNICIPAL CORPORATION, IN THE
STATE OF ILLINOIS IN MCHENRY COUNTY, ILLINOIS
WHEREAS, the City of McHenry hereinafter "City", McHenry County, Illinois, is a home
rule municipality as contemplated under Article VII, Section 6, of the Constitution of the State of
Illinois, and the passage of this Ordinance constitutes an exercise of the City's home rule powers and
functions as granted in the Constitution of the State of Illinois; and
WHEREAS, Section 1-92 of the Illinois Power Agency Act C'Act"), 20 ILCS 3855/1-92,
permits the CITY OF MCHENRY CITY COUNCIL ("CITY COUNCIL:'), if authorized by
referendum, to create a program to allow the CITY COUNCIL to solicit bids and enter into service
agreements for the sale and purchase of electricity and related services and equipment to residential
and small commercial customers in the corporate limits of the City of McHenry who do not choose to
opt -out ("Electric Aggregation Program"); and
WHEREAS, due to the complexities of the Act and the power industry in general, the
CITY COUNCIL has determined it is in the best interest of the City of McHenry to employ an
Electric Utility Consultant to assist with the implementation and management of its Electrical
Aggregation Program on behalf of, and for the purpose of reducing electric bills for, residents and
businesses located in corporate limits of the City of McHenry; and
WHEREAS, McHenry County Purchasing Department has solicited and received
proposals for an Electric Utility Consultant to provide the necessary assistance to the McHenry
County and participating municipalities in implementing and managing an Electrical Aggregation
Program; and
WHEREAS, Independent Energy Consultants was the most responsible consultant based
on criteria included in the Request for Proposals issued by the McHenry County Purchasing
Department; and
WHEREAS, under this contract, consultants' services are to be paid for by an agreement
brokered with an electric supply company, with no expense paid directly by the City of McHenry,
including in the event City of McHenry voters do not approve a referendum to proceed with electric
aggregation, or if the City of McHenry decides not pursue an electric aggregation program.
NOW, THEREFORE, BE IT RESOLVED by the CITY COUNCEL that Mayor Susan E.
Low thereof is authorized to execute an agreement with Independent Energy Consultants to assist the
City of McHenry with the development and implementation of its Electric Aggregation Program for
Residential and Small Commercial Retail customers.
PASSED BY'rHE MAYOR and ury COUNCIL of the City of McHenry, Illinois, at a regular
meeting thereof held on the 30'hday of January 2012 and approved by me as Mayor on the same
day.
Voting Aye: SANTI, GLAB, SCHAEFER, BLAKE, W T MMER, PETERSON, CONION
I
Voting Nay: NONE
Not Voting: NONE
Abstaining: NOME
Absent: NONE
Signed:
Stisan E. Low, Mayor
City of McHenry
Attest:
Janio'C. )ones, CO ��rk
City of Mc enry
INDEPENDENr
ENERGY CONSULTANTS
AGREEMENT FOR ENERGY CONSULTING SERVICES
Phone: 330 995-2675
Toll Free: 888 862-6060
Fax: 800 574-4508
This Agreement is made and entered into as of this 30t' day of January, 2012 by and between
Independent Energy Consultants, Inc. ("Consultant") and City of McHenry, an Illinois Municipal
Corporation ("Client").
WHEREAS, Client is interested in reducing the overall electric cost (hereafter referred to as
"Energy") and managing electric cost risk for its residents and small businesses through its
Governmental Aggregation Program; and
WHEREAS, Consultant offers Energy Consulting, Brokerage and Aggregation services that may
reduce the amount and/or cost per Energy unit consumed; and
WHEREAS, Consultant is licensed by the Illinois Commerce Commission (ICC) as a Retail Electric
Agent/Broker/Consultant.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein
contained, the parties hereto agree as follows:
1.0 Particulars of Consulting Services.
Consultant shall provide the following services:
1.1 Electric Supply Sourcing Services
1.1.1 Assist in obtaining historical Energy usage data for Client's accounts
1.1.2 Review any active Energy contracts between Client and deregulated suppliers
1A. 3 Prepare account load profiles and analysis using historical consumption data
1.1.4 Assist Client in the development of Energy procurement strategies to meet their
needs and risk tolerance
1.1.5 Assist Client in writing Customized Request for Proposals (RFPs) to solicit Energy
offers for residential and small commercial retail customers within Client's
jurisdiction.
1.1.6 Manage all contact with potential Energy suppliers including pre -qualification of any
that may wish to submit offers
1.1.7 Prepare Energy cost estimates for Client's accounts vs. the alternative utility rate in
effect at the tiME'
1.1.8 Assist with contract negotiation and closing with selected suppliers
1.1.9 Release all necessary Client information to assist in switching Energy suppliers
1.1.10 Client is retaining Consultant to assist in the design, implementation and
administration of an opt -Out Governmental Aggregation Program, thus Consultant
additionally agrees to assist Client with the following:
1.1.10.1 Drafting the needed resolutions and/or ordinances for legal review
1.1.10.2 Drafting and maintaining Client's Plan of Operations and Governance and filing
same with Illinois regulatory authorities as needed
1.1.10.3 Conducting 2 Public Hearings on the Plan of Operations
1.1.10.4 Drafting Opt -Out Notices for the selected supplier
1.1.10.5 Assisting the selected supplier with scrubbing of eligible customer list using a
variety of resources including GPS technology
1.1.10.6 Ongoing maintenance during the term of this Agreement. This would include
reporting to community officials and the ICC, and assisting in the creation of
press releases, FAQs, website materials, monthly newsletters, etc.
1.1.10.7 Providing or assisting with preparation of factual information about local
aggregation referendum
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INDEPENDENr
ENERGY CONSUUANTS
Phone: 330 995-2675
Toll Free: 888 862-6060
Fax: 800 574-4508
1.1.10.8 Providing information regarding demand management and energy efficiency
services provided to each class of customers for inclusion in Client's
aggregation plan
1.2 Consultant will provide these Services in Client's territory.
2.0 Compensation.
2.1 Electric Supply Sourcing:
2.1.1 There is no cost to the Client. The selected suppliers are responsible for payment
of Consultant's administrative fee of $0.0004/kWh for all electricity consumed by
participants in the Client's program. Client agrees that this fee be written in the
Request for Proposal for Energy supply service. Only suppliers agreeing to the
administrative fee would be eligible to bid.
2.1.2 Consultant's administrative fee would be reduced by 10 percent for any
subsequent supply offer or renegotiated transaction brokered by Consultant on
behalf of the Client. The subsequent fee of $0.00036 kWh would also be paid by
the selected supplier for the subsequent program.
2.1.3 In the event Client's voters do not approve a referendum to proceed with electric
aggregation, or Client decides not to pursue an electric aggregation program and
no supplier is hired, there is still no cost to Client.
3.0 Independent Arent.
3.1 Consultant shall, at all times, during the performance of the Services be an independent
agent. The parties shall not have the authority to bind, represent or commit the other as a
result of this Agreement.
3.2 Nothing in this Agreement shall be deemed or construed to create a joint venture,
partnership, or employee -employer relationship between the parties for any purpose and
Consultant agrees to indemnify and hold harmless Client from and against any and all liability,
costs, damages, expenses, fees, fines or penalties in connection with Consultant employee or
Consultant contractor or agent claims of benefits, withholding obligations, payroll taxes,
workers' compensation and occupational illness.
4.0 Cooperation. It is imperative that clear lines of communication and decision -making authority are
established between Consultant and Client in advance of Consultant's work. Whenever possible,
Client shall attempt to assign a single point of contact for gathering and disseminating information
needed to facilitate Consultant's efforts and for making timely decisions within Client's organization.
5.0 Exclusive Agent. Client acknowledges that Energy suppliers will not respond with electric offers
solicited by multiple agents for the same accounts. Client thereby agrees to utilize Consultant as an
exclusive agent and grants exclusive rights to assist Client in performing such Services, as described in
and subject to the terms and conditions of this Agreement. Any energy suppliers contacting Client
shall be referred to the Consultant for possible inclusion in a competitive bid process administered by
the Consultant.
6.0 Term and Termination.
6.1 This Agreement shall be effective upon execution by both parties and shall remain in effect
for the longer of (i) two years or (ii) the term of the specific Energy Supply Agreements
entered into between the Client and the Selected Suppliers prior to the expiration or
termination of this Agreement.
6.2 Client assumes all obligations to arrange for its Energy service upon terminal ion of this
Agreement.
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INDEPENDENT
ENERGY CONSULTANTS
Phone: 330 995-2675
Toll Free: 888 862-6060
Fax: ;300 574-4508
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7.0 Severability. If any provision or portion of this Agreement is for any reason held to be invalid, illegal,
or unenforceable in any respect, the invalidity, illegality, or enforceability shall not affect any other
provision, and this Agreement shall be equitably construed as if it did not contain the invalid, illegal or
unenforceable provision.
8.0 Limitation of Liability., Neither Party shall be liable to the other for incidental, consequential,
punitive, exemplary or indirect damages, lost profits or other business interruption damages, in tort,
contract or otherwise.
9.0 Force Ma4eure. Neither party shall be liable for any delays or failures in performance due to
circumstances beyond their respective controls.
10.0 Confidentiality. Except for matters of public records and as required by law, information already
within the other party's possession prior to entering into this Agreement, and except to the extent
required (through deposition, interrogatory, request for production, subpoena, civil investigative
demand or similar process) by a court order, each party agrees to keep confidential all information,
including pricing and any data collected hereunder, unless expressly agreed to in writing by Client and
Consultant. In the event that either party becomes required, in the manner specified above, to
disclose any confidential information, the disclosing party shall provide prompt written notice to the
other party so that the impacted party may timely seek a protective order or other appropriate
remedy. In the event that such protective order or other remedy is not obtained, the disclosing party
agrees (i) to furnish only that portion of the confidential information that is required to be furnished
and (ii) to exercise reasonable commercial efforts to obtain assurance that confidential information
will be accorded such confidential treatment.
Consultant agrees to cooperate with Client to ensure compliance with Red Flag Rules and other laws
and regulations related to confidentiality of account, financial and other private and protected
information.
11.0 Compliance with Laws. Permits. and License Reguirements. Consultant shall, at its sole cost and
expense, comply with all federal, state, and local laws applicable to its work and shall procure all
applicable licenses and permits necessary for the fulfillment of its obligations under this Agreement.
12.0 Assignment. Client and Consultant shall not assign or transfer, in whole or in part, this Agreement or
any rights or obligations hereunder without the prior written consent of the other party, such
consent not to be unreasonably withheld. All of the covenants, conditions and obligations of this
Agreement shall extend to and be binding upon the permitted heirs, personal representatives,
successors and assigns, respectively, of the parties hereto.
13.0 Merger of Agreement. This Agreement is an integrated agreement and contains theentire
agreement regarding matters herein between the parties. No representations, warranties or
promises have been made or relied upon by any party hereto other than as set forth herein. This
Agreement supersedes and controls any and all prior communications between the parties or their
representatives relative to matters contained herein. Any changes, modifications, or additions to this
Agreement shall be made by mutual consent in writing in the form of a supplemental Agreement
signed by both parties and attached hereto.
14.0 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original and all of which shall constitute one and the same instrument.
15.0 Notices. All notices hereunder shall be in writing and shall be delivered by certified rnail, return
receipt requested, or by overnight carrier to the following addresses:
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INDEPENDENT
ENERGY CONSULTANTS
As to Consultant:
Independent Energy Consultants, Inc.
215 W Garfield Road Suite 210
Aurora, Ohio 44202
As to Client:
City of McHenry
333 S Green Street
McHenry, IL 60050
Phone: 330 995-2675
Toll Free: 888 862-6060
Fax: 1300 574-4508
ljd' ( , -'111
Attention: Office Manager Attention: City Clerk Janice C. Jones
16.0 Governing Law. This Agreement shall be governed by the laws of the State of Illinois and any disputes
arising under this Agreement shall be resolved exclusively in the 22"' Judicial Circuit Court, McHenry
County, Illinois or the United States District Court for the Northern District of Illinois, Western
Division.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and represent that the
persons whose signatures appear below are duly authorized to execute the same.
CONSULTANT: CLIENT:
Independent Energy Consultants. Inc. City of McHenry, an Illinois Municipal Corporation
By: By: 441� C� _Zr�v—
Print: Mark R. Burns Print:��Susan E. Low
Its: President Its: Mayor
On: Januar 5.2012
On: January 30, 2012
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