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Mayor/Board of Control Member J.R City Hall, 209 S. Main Street Marysville, Ohio 43040-1641 (937) 645-7350 FAX (937) 645-7352 www.marysvilleohio.org Board of Control Minutes April 8, 2019 Attendance City Manager/Board of Control Member Terry Emery; Mayor/Board of Control Member J.R. Rausch; Finance Director/Board of Control Member Justin Nahvi; Law Director Tim Aslaner; Public Service Director Mike Andrako; Senior Executive Assistant Anna Krutowskis. Call to Order Mr. Emery called the meeting to order at 9:45 a.m. Approval of Board of Control Minutes Mr. Rausch made a motion to approve minutes from the Board of Control meeting held on March 28, 2019. The motion passed unanimously. Commercial Energy Sales Agreement Mr. Andrako made a recommendation to utilize Champion Energy Services, LLC for a thirty-six month contract term beginning December 30, 2019. Mr. Nahvi made a motion to enter the Commercial Energy Sales Agreement with Champion Energy Services, LLC. The motion passed unanimously. Single Source Contract for Water Reclamation Facility Equipment Mr. Andrako made a request that the City award a single source contract with Suez Treatment Solutions, Inc. for three (3) Ultra Violet Disinfection Modules at the Water Reclamation Facility. Mr. Andrako explained that Suez Treatment Solutions, Inc. is the manufacturer of the equipment and the sole provider of this equipment in our region. Mr. Rausch made a motion to approve the purchase of three, Suez, UV 40 HO Module, Universal Frame Cold Lamps for the amount of seventy-five thousand, five hundred ninety- seven dollars and three cents ($75,597.03). The motion passed unanimously. There being no further business to come before the Board, a motion was moved by Mr. Emery to adjourn the meeting. The meeting adjourned at 10:00 a.m. COMMERCIAL ENERGY SALES AGREEMENT Commercial Energy Sales Agreement Seller: CHAMPION ENERGY SERVICES, LLC Buyer: MARYSVILLE OHIO, CITY OF Effective Date: 4/1/2019 This Commercial Energy Sales Agreement, including without any limitation any Transaction Addenda, incorporated herein (collectively, this “Agreement”) is dated as of the Effective Date and is between Buyer and Seller (or Seller’s affiliate Champion Energy, LLC), who may be referred to individually as a “Party” or collectively as the “Parties.” The Parties agree to the following: 1 OVERVIEW AND TERM holdover rate; provided that taxes, capacity, and other similar 1.1 Structure. The Parties may, but shall not be obligated to, charges incurred by Seller may be passed through to Buyer if enter into one or more agreements for the purchase and sale such charges are not already included in Seller’s holdover rate. of electricity under this Agreement (each, a “Transaction Seller may terminate service during the Holdover Period by Addendum”). Upon execution of a Transaction Addendum, providing ten days’ written notice to Buyer of a date (the Seller shall sell, and Buyer shall exclusively purchase, receive “Holdover Termination Date”) for such termination. If Seller and use, all of Buyer’s electricity requirements for the Buyer’s provides such notice and Buyer does not switch to another facilities identified in a Transaction Addendum. Each supplier by the Holdover Termination Date, then, to the extent Transaction Addendum shall specify, among other items, the permitted by applicable law, Seller may switch Buyer to a associated product (“Product”), a description of the contract default supplier, or, if Seller is unable to switch Buyer to a price (the “Contract Price”), a start date (“Start Date”), a delivery default supplier, disconnect Buyer. duration (the “Delivery Duration”), the facilities where Buyer will 2.3 Taxes. Buyer shall be responsible for all taxes imposed by receive and use electricity (the “Delivery Points”), and estimated federal, state, or local government or other authority with “Contract Quantities”. respect to the sale, delivery, and purchase of electricity. Seller 1.2 Term. Except as provided in Section 7, this Agreement will not recognize any Buyer exemptions from such taxes unless shall be effective as of the Effective Date and shall continue and until Buyer provides all necessary certificates and until terminated by either Party with thirty days’ prior written information supporting such exemptions. notice to the other Party; provided, however, that this 3 ENROLLMENT AND DELIVERY Agreement shall remain in effect with respect to Transaction 3.1 Enrollment. Upon execution of a Transaction Addendum, Addenda entered into prior to such termination until (1) both Seller shall cause Seller to be appointed as Buyer’s retail Parties have fulfilled all of their obligations with respect to such supplier of electricity for the Delivery Points and for the Transaction Addenda or (2) such Transaction Addenda are associated Delivery Period(s). Buyer shall timely and accurately otherwise terminated under this Agreement (the “Term”). provide Seller with all information, documentation, and 1.3 Delivery Period. For each Transaction Addendum, delivery authorization required to appoint Seller as Buyer's retail of electricity as to each Delivery Point shall begin on the first supplier of electricity, including the applicable electricity scheduled meter read date for such Delivery Point on or after account numbers for the Delivery Points and other information the Start Date, and shall continue thereafter for such Delivery required for a Transaction Addendum. Seller cannot guarantee Point for the duration of the Delivery Duration, unless sooner that the switch of Buyer’s account(s) to Seller will occur by a terminated or extended as provided in this Agreement (the specific date and Seller shall not be liable for delays in this “Delivery Period”). process caused by the applicable Independent System 2 PRICING Operator (the “ISO”), transmission and distribution utility (the “Local Utility”), or Buyer. 2.1 Contract Price. The Contract Price that Buyer pays for electricity shall be set forth in each Transaction Addendum. 3.2 Delivery Obligations. Seller shall cause the delivery of electricity to a delivery point, designated by the ISO or the 2.2 Holdover. The “Holdover Period” is any time period where Local Utility, that is associated with the Delivery Points (the (1) Seller continues to deliver and Buyer continues to receive “Specified Utility Point”). The ISO or the Local Utility owns and electricity at the Delivery Point(s) after the end of a Delivery controls the delivery of electricity from the Specified Utility Period, and (2) there is no subsequent Transaction Addendum Point to the Delivery Points, and Seller’s delivery obligation then in effect with respect to such deliveries. Seller’s service shall be satisfied by its delivery to the Specified Utility Point. during the Holdover Period is governed by this Agreement and The Contract Quantities specified in the Transaction Addendum the corresponding Transaction Addendum previously are the Parties’ stated estimate of the required amount of applicable to such service, except that the price that Buyer pays electricity to be delivered at the Delivery Points. for such delivered electricity shall be the applicable market index price for the Delivery Points, plus a holdover retail adder 3.3 Liabilities. Seller does not guarantee that the delivery of to be fixed by Seller based upon Seller’s then applicable electricity to the Delivery Points will occur by a specific date or 1500 Rankin Road, Suite 200, Houston, TX 77073 | 877.653.5090 | www.champion.energy Version: CESA-030518 | Page 1 of 11 COMMERCIAL ENERGY SALES AGREEMENT without interruption by the Local Utility or the ISO. Seller shall conversion will facilitate more timely billing, collections, and/or not be liable for delays in the commencement or the continuity payment. or quality of the delivery of electricity that are caused by Buyer, 4.4 Billing Disputes. If there is a good faith dispute regarding the Local Utility, or the ISO. Buyer acknowledges that Seller a Seller’s invoice, Buyer may withhold payment of the disputed does not own or control any of the transmission or distribution amounts by providing Seller written notice thereof and a facilities used to deliver electricity to the Delivery Points. Seller reasonable explanation of the basis of the dispute; provided, shall have no liability for damage, injury, or interruption in however, that if some or all of such disputed amount is later services associated with the transmission or distribution of deemed to be due and payable, then Buyer shall pay the electricity to Buyer. Seller indemnifies, defends, and holds amount due within seven business days, including with interest harmless Buyer from and against all claims, damages, liabilities at the rate of 1% per month or the maximum allowed by law., and actions of any kind, including, without limitation, property whichever is lesser. Buyer’s right to dispute an invoice will be damage, personal injury or death (“Claims”) arising out of or deemed waived if not made within six months after the date of related to the delivery of electricity to the Specified Utility invoice. Point; and Buyer indemnifies, defends and holds harmless 5 MATERIAL CHANGES Seller from and against all Claims arising out of or related to the delivery of electricity to, and receipt or use of electricity at, 5.1 Change in Usage. the Delivery Points, in each case without respect to the (a) If Buyer’s Contract Quantities are less than or equal to nature of the liability or an indemnitee’s negligence. 25,000,000 kwh in all consecutive twelve-month periods, 4 INVOICES AND PAYMENT then Buyer’s Usage is not subject to any maximum or minimum Usage limits. 4.1 Seller Invoices. Seller shall invoice Buyer each month in a manner consistent with Seller’s billing cycle and at the address (b) If Buyer’s Contract Quantities exceed 25,000,000 in any set forth in the relevant Transaction Addendum or at a different consecutive twelve-month period, then a “Material Usage address that Buyer has otherwise provided to Seller.
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