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HomeMy WebLinkAboutResolution - 2023-R0200 - Professional Service Agreement 16874 with TFS Energy Solutions 4.11.23Resolution No. 2023-RO200 Item No. 7.8 April 11, 2023 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute and on behalf of the City of Lubbock, Professional Services Agreement Contract No. 16874 electric energy consulting and management services, by and between the City of Lubbock and I Energy Solutions, LLC d/b/a Tradition Energy, and related documents. Said Contract is attac: hereto and incorporated in this resolution as if fully set forth herein and shall be included in minutes of the City Council. Passed by the City Council on April 11, 2023 APPROVED AS TO CONTENT: D. lu Kosirelich, Chie inancial Officer APPROVED AS TO FORM: h a ells eisure, Senior Assistant City Attorney ccdocs/RESTSA-No. 16874 Tradition Energy 3.28.23 Resolution No. 2023-RO200 PROFESSIONAL SERVICES AGREEMENT STATE OF TEXAS § COUNTY OF LUBBOCK § This Professional Service Agreement ("Agreement") Contract No.16874 is entered into this 1 Ith day of April , 2023, is by and between the City of Lubbock (the "City"), a Texas home rule municipal corporation, and TFS Energy Solutions, LLC d/b/a Tradition Energy (the" Consultant"), Texas Broker Registration Number BR190190, a Delaware limited liability company. WITNESSETH WHEREAS, The City desires to contract with the Consultant to provide professional services for Energy Consulting and Management Services, (the "Activities"); and WHEREAS, the Consultant has a professional staff experienced and is qualified to provide professional Energy Consulting and Management Services related to Activities, and will provide the services, as defined below, for the price set forth in the U.S. Communities contract for Energy Consulting and Management Services Agreement No. 2018-017, attached hereto as Exhibit "B" and incorporated herein, available through Omnia Partners, Public Sector, said price stipulated by the City and the Consultant to be a fair and reasonable price; and WHEREAS, the City desires to contract with the Consultant to provide professional services related to the Activities, and Consultant desires to provide the Services related to same. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Agreement, the City and the Consultant hereby agree as follows: ARTICLE I. TERM The term of this Agreement commences on the Effective Date and continues without interruption for a term of three (3) years. If the Consultant determines that additional time is required to complete the Services, the City's Chief Financial Officer, may, but is not obligated to, in his or her discretion, execute an agreement to grant up to an additional six (6) months of time so long as the amount of the consideration does not increase. An amendment to this Agreement resulting in an increase in the amount of the consideration must be approved by the City acting through its governing body. Page 1 of 15 ARTICLE H. SERVICES AND COMPENSATION A. The Consultant shall conduct all activities, and within such timeframes, as set forth on Exhibit "A", attached hereto (the "Services") B. The Consultant shall receive as consideration to be paid for the performance of the Services at the rate(s) as set forth Exhibit "B", page 3 "Electricity Procurement Services", for the electricity used by the City in quantities as -needed.. ARTICLE III. TERMINATION A. General. The City may terminate this Agreement, for any reason or convenience, upon ninety (90) days written notice to the Consultant. In the event this Agreement is so terminated, the City shall only pay the Consultant for services actually performed by the Consultant up to the date the Consultant is deemed to have received notice of termination, as provided herein. Fees included in the price the City pays its third - party energy supplier ("ESC") shall continue to be paid by the applicable ESC to Consultant through the term of each ESC Agreement entered into by the City which was facilitated by Consultant during the term hereof. B. Termination and Remedies. In the event the Consultant breaches any term and/or provision of this Agreement, the City shall be entitled to exercise any right or remedy available to it by this Agreement, at law, equity, or otherwise, including without limitation, termination of this Agreement and assertion of an action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any right or remedy and all rights and remedies shall be cumulative. ARTICLE IV. NON - ARBITRATION The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this Agreement, this provision shall control. Page 2 of 15 ARTICLE V. REPRESENTATIONS AND WARRANTIES A. Existence. The Consultant is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to carry on its business in the State of Texas. B. Corporate Power. The Consultant has the corporate power to enter into and perform this Agreement and all other activities contemplated hereby. C. Authorization. Execution, delivery, and performance of this Agreement and the activities contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of the Consultant. This Agreement constitutes legal, valid, and binding obligations of the Consultant and is enforceable in accordance with the terms thereof. D. Consultant. The Consultant maintains a professional staff and employs, as needed, other qualified specialists experienced in providing the Services, and is familiar with all laws, rules, and regulations, both state and federal, including, without limitation the applicable laws, regarding the Activities contemplated hereby. E. Performance. The Consultant will and shall conduct all activities contemplated by this Agreement in accordance with the standard of care, skill and diligence normally provided by a professional person in performance of similar professional services, and comply with all applicable laws, rules, and regulations, both state and federal, relating to professional services, as contemplated hereby. F. Use of Copyrighted Material. The Consultant warrants that any materials provided by the Consultant for use by City pursuant to this Agreement shall not contain any proprietary material owned by any other party that is protected under the Copyright Act or any other law, statute, rule, order, regulation, ordinance or contractual obligation relating to the use or reproduction of materials without proper permission. The Consultant shall be solely responsible for ensuring that any materials provided by the Consultant pursuant to this Agreement satisfy this requirement and the Consultant agrees to indemnify and hold City harmless from all liability or loss caused to City or to which City is exposed on account of the Consultant's failure to perform this duty. ARTICLE VI. SCOPE OF WORK The Consultant shall accomplish the following: Professional Services related to the Services, as provided in Exhibit "A", attached hereto and made a part hereof. The City hereby appoints Consultant as its sole and exclusive advisor to assist in managing the City's electric commodity expenditures and soliciting energy resources on the City's behalf. The City agrees to execute a Letter of Engagement agreeing to the foregoing in the form of Appendix A hereto upon execution of this Agreement granting Page 3 of 15 authority to Consultant to act on behalf of the City as energy representative and agent for the City. Such authority shall not allow Consultant to legally bind the City or contract on behalf of the City. ARTICLE VII. INDEPENDENT CONTRACTOR STATUS The Consultant and the City agree that the Consultant shall perform the duties under this Agreement as an independent contractor and shall be considered as independent contractor under this Agreement and/or in its activities hereunder for all purposes. The Consultant has the sole discretion to determine the manner in which the Services are to be performed. During the performance of the Services under this Agreement, the Consultant and the Consultant's employees and/or sub -consultants, will not be considered, for any purpose, employees or agents of the City within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any kind. The City shall enter into supply contracts negotiated by Consultant hereunder directly with ESCs the City selects. Consultant shall not be a party to any such supply contract and shall not have the authority to enter into any contract or agreement on behalf of the City. Consultant is acting solely as an advisor to the City under this Agreement. ARTICLE VIII. INSURANCE The Consultant shall procure and carry, at its sole cost and expense through the life of this Agreement, except as otherwise provided herein, insurance protection as hereinafter specified, in form and substance satisfactory to the City, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. The Consultant shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor or sub -consultant of the Consultant to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability coverage for non -owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A-VII or better. Except for Professional Liability, the policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Per Occurrence Single Limit: $1,000,000 General Aggregate Limit: $2,000,000 Professional Liability: Combined Single Limit: $2,000,000 Page 4 of 15 Automobile Liability: Combined Single Limit for any auto: $1,000,000 Per Occurrence Employer's Liability: Per Occurrence Single Limit: $1,000,000 Worker's Compensation Per Occurrence Single Limit: $500,000 The Consultant shall further cause any approved subcontractor or sub -consultant to procure and carry, during the term of this Agreement, the insurance coverage required of Consultant herein, including without limitation, Professional Liability coverage, protecting the City against losses caused by the professional negligence of the approved subcontractor or sub -consultant. The City shall be listed as a primary and noncontributory additional insured with respect to the Commercial General Liability and shall be granted a waiver of subrogation under those policies. The Consultant shall provide a Certificate of Insurance to the City as evidence of coverage. The Certificate shall provide 30 days' notice of cancellation A copy of the additional insured endorsement and waiver of subrogation attached to the policy shall be included in the Certificate. The Consultant shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, the Consultant shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Consultant maintains said coverage. The Consultant may maintain Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City. If at any time during the life of the Agreement or any extension hereof, the Consultant fails to maintain the required insurance in full force and effect, the Consultant shall be in breach hereof and all work under the Agreement shall be discontinued immediately. Notwithstanding anything contained herein to the contrary, the professional liability policy shall be maintained at the Consultant's sole cost and expense. The retroactive date shall be no later than the commencement of the performance of this Agreement and the discovery period (possibly through tail coverage) shall be no less than 10 years after the completion of the Services provided for in this Agreement. The provisions of this Article VIII shall survive the termination or expiration of this Agreement. ARTICLE IX. EMPLOYMENT OF AGENTS/RETAINING OF CONSULTANTS The Consultant may employ or retain consultants, contractors, or third parties (any of which are referred to herein as "Sub -consultant"), to perform certain duties of Consultant, as set forth on Exhibit A, attached hereto, under this Agreement, provided that the City approves the retaining of Sub -consultants. If a Sub -consultant is not approved by the City the Consultant shall be relieved of delivering the services requested to be subcontracted without penalty. The Consultant is at all times responsible to the City to Page 5of15 perform the Services as provided in this Agreement and the Consultant is in no event relieved of any obligation under this Agreement upon retainage of any approved Sub -consultant. Any agent and/or Sub - consultant retained and/or employed by the Consultant shall be required by the Consultant to carry, for the protection and benefit of the City and the Consultant and naming said third parties as additional insureds, insurance as described above required to be carried by the Consultant in this Agreement. The Consultant represents that such services are either under applicable value thresholds or are otherwise exempt from notice and/or bid requirements under Texas Law. ARTICLE X. CONFIDENTIALITY The Consultant shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. Unless otherwise required by law, the City will keep all confidential and proprietary information of Consultant confidential and not reveal such information to third parties without its prior written consent. City hereby agrees that Consultant can provide its legal name, address and energy usage information to ESCs for the limited purpose of enabling City to evaluate entering into energy supply agreements with applicable ESCs and City expressly consents to such limited disclosure. ARTICLE XI. INDEMNITY AND LIMITATION OF LIABILITY THE CONSULTANT SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF LUBBOCK AND ITS ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER, TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT ARISING OUT OF, RELATED TO OR OCCASIONED BY, THE NEGLIGENT ACTS OF THE CONSULTANT, ITS AGENTS, EMPLOYEES, AND/OR SUBCONSULTANTS, RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT AND/OR THE USE OR OCCUPATION OF CITY OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. Except for claims based upon Consultant's willful misconduct or gross negligence, Consultant's liability shall not exceed Consultant's aggregate compensation received as a result of this Contract in the twelve (12) month period immediately preceding the date on which the claim arose. In no event shall Page 6 of 15 Consultant be liable for consequential, incidental, punitive, exemplary or indirect damages, including, without limitation, lost profits or lost opportunities or any other business interruption damages, in tort, contract or otherwise. Furthermore, Consultant shall have no responsibility or liability for the delivery of City's energy, the acts, omissions, misrepresentations or financial condition of any ESC or the terms and conditions of any ESC agreement. ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS The Consultant shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Agreement, and any amendments thereto. ARTICLE XIII. NOTICE A. General. Whenever notice from the Consultant to the City or the City to the Consultant is required or permitted by this Agreement and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other party by hand (in which case such notice shall be effective upon delivery); (2) facsimile (in which case such notice shall be effective upon delivery); or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. B. Consultant's Address. The Consultant's address and numbers for the purposes of notice are: Tradition Energy Michael Ayala Managing Director 5215 N O'Connor Blvd Central Tower, Suite 470 Las Colinas, Texas 75039 Tel: 214.414.2960 Email: mayala@traditionenergy.com With a copy to: Attn: Legal Department 9 West Broad Street, 9th Floor Stamford, CT 06902 Telephone: 203-391-2253 Email: lauren.zinmanng.tradition.com Page 7 of 15 C. City's Address. The City's address and numbers for the purposes of notice are: W. Jarrett Atkinson City of Lubbock P.O. Box 2000 1314 Avenue K Lubbock, Texas 79457 Telephone: 806-775-2016 Email: jtkinson@mylubbock.us D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party as provided herein, referring specifically to this Agreement, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. ARTICLE XIV. CITY -PROVIDED DATA AND RESPONSIBILITIES Provision of Data. The City shall furnish the Consultant non -confidential studies, reports and other available data in the possession of the City pertinent to the Consultant's Services, so long as the City is entitled to rely on such studies, reports and other data for the performance of the Consultant's Services under this Agreement (the "Provided Data"). The Consultant shall be entitled to use and rely, so long as such reliance is reasonable, upon all such Provided Data. ARTICLE XV. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Agreement are inserted in this Agreement strictly for the parties' convenience in identifying the provisions to this Agreement and shall not be given any effect in construing this Agreement. B. Audit. The Consultant shall provide access to its corporate books and records to the City relating to this Agreement upon the prior written request of the City when City shows it has a reasonable need for such books and records so long as City and its representatives reviewing such records agree to keep such books and records confidential The City may audit, at its expense and during normal business hours, the Consultant's books and records with respect to this Agreement between the Consultant and the City upon ten (10) days' prior notice to Consultant and so long as City and its representatives reviewing such records agree to keep such books and records confidential. C. Records. The Consultant shall maintain records that are necessary to substantiate the services provided by the Consultant. Page 8 of 15 D. Assignability. The Consultant may not assign this Agreement without the prior written approval of the City except in connection with the sale, merger, consolidation or transfer of all or substantially all of the business, stock or assets of Consultant which shall not require consent. E. Successor and Assigns. This Agreement binds and inures to the benefit of the City and the Consultant, and in the case of the City, its respective successors, legal representatives, and assigns, and in the case of the Consultant, its permitted successors and assigns. F. Construction and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS AGREEMENT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE NON- EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF COMPETENT JURISDICTION OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. G. Severability. If any provision of this Agreement is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstance, the remainder of this Agreement and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. H. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Agreement, and duly authorized and executed by the Consultant and the City. I. Entire Agreement. This Agreement, including Exhibits "A" through "B" attached hereto, contains the entire agreement between the City and the Consultant, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. J. No Joint Enterprise. Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between the Consultant and the City. K. Documents Owned by City. Upon acceptance or approval by City, the Developed Works shall become the sole property of City and shall be delivered to City, without restriction on future use. Consultant may make copies of any and all deliverables and related documents or items for its files. By execution of this Contract and in consideration of the fee for services to be paid under the Contract, Consultant hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights Page 9 of 15 acknowledged by law in the Developed Works. City agrees that Consultant shall remain the exclusive owner of and retain all right, title and interest in all products, services, documentation, modifications to documentation, processes, know-how, techniques, software and other products and inventions of Consultant (the "Consultant Property"). Consultant may, in connection with the performance of the services delivered under the Contract, including the delivery of the Developed Works, use, modify, create, acquire or otherwise obtain rights in, ideas, procedures, processes, know-how, techniques, and software, all of which shall also be included in the Consultant Property. Consultant acknowledges that the Consultant Property shall not include any of the Developed Works or City confidential information or tangible or intangible property, and Consultant shall have no ownership rights in such property. L. Notice of Waiver. A waiver by either the City or the Consultant of a breach of this Agreement must be in writing and duly authorized to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving parry's rights with respect to any other or subsequent breach. M. Third Party Activities. Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than the City and the Consultant. N. Non -Appropriation. All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then - current fiscal year or when the appropriation made for the then -current year for the services covered by this Agreement is spent, whichever event occurs first (the "Non -Appropriation Date"). If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the Consultant on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the Non -Appropriation Date. O. Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization P. No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a) This section applies only to a contract that: (1) is between a governmental entity and a company with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Page 10 of 15 Q. Texas Government Code 2274. By entering into this Agreement, Contractor verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of the contract against a firearm entity or firearm trade association. R. Contractor represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not boycott energy companies; and will not boycott energy companies during the term of the Agreement. This verification is not required for an agreement where a governmental entity determines that these requirements are inconsistent with the governmental entity's constitutional or statutory duties related to the issuance, incurrence, or management of debt obligations or the deposit, custody, management, borrowing, or investment of funds. S. Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. T. Professional Responsibility. All architectural or Consulting services to be performed shall be done with the professional skill and care ordinarily provided by competent architects or Consultants practicing under the same or similar circumstances and professional license. U. Complaints and inquiries regarding Consultant's broker services should be directed to the Public Utility Commission of Texas, Customer Protection Division, Telephone: 1-888-782-8477, Email: customer@puc.texas.gov. Page 11 of 15 EXECUTED as of the Effective Date hereof. CITY OF LUBBOCK ATTEST: A I All�—, Courtney Paz, Interim ity S etary APPROVED AS TO CONTENT: D. Blu Kos lich, Chief Fin icer APPROVED AS TO FORM: 1 r elli Leisure, Senior Assistant City Attorney Firm TFS Energy Solutions, LLC d/b/a Tradition Energy By: [Firm Signature] Michael Ayala, Managing Director Name & Title Page 12 of 15 EXHIBIT A SCOPE OF SERVICES 1. Market Research & Intelligence: Consultant shall provide regularly published market research reports as well as market monitoring reports and updates on regulatory matters as applicable. 2. Strategic Procurement Recommendations: Consultant will prepare and periodically update a Strategic Procurement Analysis Report (SPAR) which will include an in-depth analysis of City's electricity procurement needs, goals, and obiectives, options available and strategic recommendations. 3. Procurement & Supply Management: Consultant will manage all applicable aspects of electricity sourcing. 4. Client Services: Consultant will manage post procurement electricity activities, which include enrollment monitoring and assistance in helping to resolve billing or service issues should they arise with applicable electricity suppliers and utilities. 5. Energy Data Management: City will have secure online access to the Tradition Energy Analytics Manager (TEAMView) software platform. 6. Communications: Consultant will engage in ongoing regular communications with City to discuss energy market price trends additional opportunities, or any other changes that may impact current energy supply agreements. 7. Client Education: City will have complete access to participate in all Consultant -led webinar and seminar client education programs. 8. Demand Response: Consultant can explore Demand Response and Curtailment Services for the City. Page 13 of 15 APPENDIX A To: Energy Suppliers This letter is to inform you that TFS Energy Solutions, LLC d/b/a Tradition Energy ("Tradition") has been retained as our exclusive energy advisor for the purpose of soliciting electricity quotes for our facilities. Tradition is hereby authorized to request billing history, invoice and contracts on our behalf and act as our agent in all matters pertaining to our utility bills. Please accept and honor this notice in accordance with standard industry practice. We look forward to receiving information regarding your products, prices and terms in a timely manner when requested by Tradition. City of Lubbock By: Name: 4XTray Payne Title: Mayor Date: April 11, 2023 Page 14 of 15 EXHIBIT B Page 15 of 15 Table of Contents CommodityProcurement Fees...........................................................................................................2 ConsultingServices Fees....................................................................................................................7 EnergyData Management Fees..........................................................................................................8 BillProcessing & Payment Fees........................................................................................................10 AdditionalServices..........................................................................................................................11 This document is the property of, and is proprietary to, TFS Energy Solutions, LLC and/or any of its members. affiliates and subsidiaries (collectively "TFS") and is identified as "Confidential." Those parties to whom it is distributed shall exercise the same degree of custody and care afforded their own such information. TFS makes no claims concerning the validity of the information provided herein and will not be held liable for any use of this information. The information provided herein may be displayed and printed for your internal use only and may not reproduced, retransmitted, distributed, disseminated, sold, published, broadcast or circulated to anyone without the express written consent of TFS. Copyright © 2018 TFS Energy Solutions, LLC d/b/a Tradition Energy www.TraditionEnergy.com 4 Page 1 Commodity Procurement Fees PROCUREMENT SERVICES FEE TABLES: The following three tables display Tradition's pricing structure for projects involving the procurement of electricity, solar energy, natural gas, or fuel. This fee can either be paid to Tradition by the winning supplier as an imbedded charge in the energy cost, or the fee can be invoiced separately to the client as a retainer on a quarterly or some other regularly scheduled payment. With regards to electricity, solar energy, or natural gas, to arrive at the appropriate cost for a particular entity, one must calculate as follows: 1. First determine the estimated annual load (in kWh for electricity& solar, Dth for natural gas, and Gal for fuel) to find the base cost per unit of measurement that will be assessed. 2. For Electricity, Solar Energy, and Natural Gas only determine how many accounts/meters are included in the procurement, and add this number to the base cost per unit of measurement. However, this number may not be assessed in situations for current customers where Tradition already has account data and information in our system. www.TraditionEnergy.com 4 Page 2 US Communities Contract No. 2018-017 for Energy Consulting and Management Services — Fee Schedule ELECTRICITY PROCUREMENT SERVICES: ELECTIRICTY Annual Load in kWh 1-10, 000, 000 $ 0.00300 10, 000, 001-20, 000, 000 $ 0.00250 20,000,001-30,000,000 $0.00200 30,000,001-50,000,000 $0.00150 50,000,001-100,000,000 $0.00075 100, 000, 001 + $ 0.00030 AccountslMeters (may not be assessed depending on how data is received and billing is arranged) 0-5 $ - 6-25 $ 0.00020 26-50 $ 0.00040 51 + 1$0.00050 IrAw Tradition Energy www.TraditionEnergy.com & Page 3 US Communities Contract No. 2018-017 for Energy Consulting and Management Services — Fee Schedule SOLAR ENERGY PROCUREMENT SERVICES: IrAw Tradition Energy Tradition utilizes the same procedure for the procurement of solar energy as we do for electricity or natural gas. Options include: • ONsite Solar: Solar generation that is located at your facility and offsets the power delivered by the utility • OFFsite Solar: Solar generated from an offsite solar project and credited against your monthly Utility bill Tradition coordinates a competitive procurement process among multiple solar providers resulting in a recommendation to the client for the most advantageous solution. Fees for providing this service are below: SOLAR Annual Load in kWh 1 - 10,000,000 $0.00300 10,000,001 - 20,000,000 $0.00250 20,000,001 - 30,000,000 $0.00200 30,000,001 - 50,000,000 $0.00150 50,000,001 - 100,000,000 $0.00075 100, 000, 000+ $0.00030 AccountslMeters (may not be assessed depending on how data is received and billing is arranged) 0-5 $ - 6 - 25 $0.00020 26 - 50 $0.00040 1$0.00050 51 + www.TraditionEnergy.com =" Page 4 US Communities Contract No. 2018-017 for Energy Consulting and Management Services — Fee Schedule NATURAL GAS PROCUREMENT SERVICES: NATURAL GAS Annual Load in Dth 1-10, 000 $ 0.20000 10, 001-50, 000 $ 0.17500 50, 001-100, 000 $ 0.15000 100, 001-500, 000 $ 0.10000 500, 001-1, 000,000 $ 0.07500 1,000,001+ $ 0.05000 Accounts/Meters (may not be assessed depending on how data is received and billing is arranged) 0-5 $ - 6-10 $ 0.02000 11-25 $ 0.04000 25+ $ 0.05000 Tradition Energy www.TraditionEnergy.com 0 Page 5 US Communities Contract No. 2018-017 for Energy Consulting and Management Services — Fee Schedule FUEL PROCUREMENT SERVICES: TRANSPORTATION Annual Gallons 1 - 500,000 $0.01000 500,001 - 1,000,000 $0.00750 1,000,001 + 1$0.00500 Tradition Energy www.TraditionEnergy.com 45 Page 6 Consulting Services Fees For projects where Tradition is engaged and provides services in addition to or in lieu of the procurement services described earlier, Tradition will provide these Consulting Services based upon the following table. Any resulting project will be developed and staffed according to the individual needs and customized scope of each member. Rates will be applied based upon the position and level of expertise involved. CONSULTING Position Description Hourly Rate Associate/Sr. Associate 2-5 yrs experience, typically assist advisors $ 150.00 Advisor/Sr. Advisor 5+ years' experience, acts as Relationship Manager working directly with clients $ 200.00 Director 10+ yrs experience, more senior position providing guidance on strategy $ 250.00 Sr. Director 15+ yrs experience, comprises most experienced advisors interacting with clients $ 300.00 Managing Director Senior -most staff position, sits on strategic advisory committee $ 350.00 President CEO of Tradition Energy, chairs strategic advisory committee $ 400.00 For projects related specifically to Energy Efficiency and Energy Management, Tradition will provide these Consulting Services based upon the following table. Any resulting project will be developed and staffed according to the individual needs and customized scope of each member. Rates will be applied based upon the position and level of expertise involved. CONSULTINGENERGY MANAGEMENT/EFFICIENCY Position Description Hourly Rate Principal Advises clients on sustainability/efficiency strategy and goal development. $ 250.00 5+ yrs experience advising clients on efficiency and sustainability solutions. Senior Consultant Knowledgeable about building systems operations, experienced in all LEED rating systems. Project manager. $ 210.00 Consultant 1- 5 yrs experience. Supports consultants and technicians on projects. $ 170.00 15+ years' experience with design, installation/start-up or operations of building systems, controls and associated software. Performs commissioning & retro- Technician commissioning, energy & operations audits, test & balance, M&V as part of a LEED certfication or stand-alone service. $ 190.00 Energy Modeler 3+ yrs experience with various energy modeling software with a strong background in sustainable design and building systems. Professional Engineer credential. $ 175.00 Administrative Administrative support www.TraditionEnergy.com S Page 7 Energy Data Management Fees Data Management services that involve the import of a client's utility bills are provided through Tradition Energy's TEAMView platform. Pricing for these Data Capture services (fields shown in Table below) are $7 per invoice per month. The additional data management services of TEAMView (shown below under Contract Management) are included at no additional costs to clients. Additional services provided at no cost to clients through TEAMView include Market Reports, Monitoring Reports, Energy Market Data, and Legislative and Regulatory Updates. ENERGY DATA Data re Account # Service Address Currency Invoice # Invoice Date Upload Date Due Date Service From Date Service To Date Utility Supplier Usage Unit of Measure Total Energy Usage On Peak Usage Off Peak Usage Shoulder Usage Period Usa e Pk Demand Total Delkery Amount All Delivery Related Line Items Total Supply Amount All Supply Related Line Items Total Tax Amount All Tax Related Line Items Supply Rate Balance Forward Late Charges Total Invoice Amount PDF of Invoice Email Invoice Notifciations Interval Data Upload* www.TraditionEnergy.com 15 Page 8 US Communities Contract No. 2018-017 for Energy Consulting and Management Services — Fee Schedule *Cost for interval data subscription will be passed through at cost to customer DATA MANAGEMENT SERVICES, Continued Ch in Monthly Cost Breakdown Yr Over yr Monthly Total Cost History Yr Over Yr Monthly Supply Rate Comparison Yr Over Yr Monthly Peak Demand Comparison Yr Over Yr Time of Use Breakdown Monthly Total Usage History Yr Over Yr Property Comparison by Usage Property Comparison by Expenditure Contract Management Copy of Contract Commodity Product Signing Entity Sin Date Start Date End Date Price Supplier Term Accounts Service Addresses Utility Budget Forcashn Create Multiple Budgets Forecasts Pe rfbrman Ana si Actual Expenditure vs. Forecasted Expenditure Actual Usage vs. Forecasted Usage GHG Re ortin CO2 (Carbon Dioxide Emissions) CH4 (Methane Gas Emissions) N20(Nitrous Oxide Emissions) Back End-6mpg2d 12 month historical upload Back End - Alias Set U Back End - Cluster Set U User Level Security Settings Tradition Energy www.TraditionEnergy.com C Page 9 Bill Processing & Payment Fees The following table describes how these services are assessed and the associated fees. These services are through Tradition's partner Capturis. Service Type Options (Your Choice) • Full Bill Payment Administration — Capturis receives, processes, and pays invoices for customer. Customer sends funds to Capturis with choice of Traditional Funding or Isolated banking methods. Capturis manages resolution of all bill -related issues including balance forwards, late fees, missing bills, etc. • Pre -Payment Processing — Capturis receives and processes invoices. Capturis forwards payment file to customer. Customer pays utilities. Capturis manages any missing bill issues. Customer manages all payment -related issues. • Post -Payment Processing — Customer receives, processes, and pays invoices. Customer forwards copy of bills to Capturis for upload to web -based reporting tool for customer reporting and analytic requirements. DESCRIPTION Implementation Fee FEEXHARGE Implementation Fee (one-time fee) $1,000 Per Invoice Pricing Per Invoice Price $4.00 ($500 minimum per month) Database Fee Account Setups and Closes $25.00 per account (maximum charge is $300) Optional SeNces Historical Data (keyed) $3.00 per invoice if manually keyed Historical Data (file upload) $150 per hour (estimate will be provided on history volume) Isolated Bank Account Any applicable bank charges WebEx Training Sessions Five free WebEx sessions Additional WebEx Training Sessions $150 per session Overnight fees Pass through directly On -Site Training $150 per hour with actual travel costs billable Custom Programming $150 per hour www.TraditionEnergy.com 4 Page 10 Additional Services Utility Bill Auditing and Tariff Rate Analysis Services Bill Audits can be performed on historical bills and/or on a "going forward" basis, and the service includes any effort required to recover any over -expenditures from the utility company. For historical bill audits, there are no out of pocket costs when fees are collected on a contingency basis. In these circumstances, fees range from 40-50% of recoverable costs discovered through the audit process, based upon the detailed scope of work which is dependent on a number of variables, including but not limited to number of accounts to be audited, the audit utility zone in which it's located and single or dual billing accounts. In other circumstances, a fixed cost of $80 - $90 per account will apply. Both Bill Auditing and Rate Analysis services will be quoted based on each individual Member's situation and complete proposals will be developed for the program. Demand Response (DR) Services No fees will be charged directly to US Communities Members for this service. The revenue earned for participating in a DR program will be split (90/10, 85/15, 80/20, etc.) between the Member and the DR provider. Tradition will provide a DR proposal that outlines all offers and advise and negotiate the best solution meeting the Member's needs. The DR provider will share a percentage of their revenue with Tradition, 5%-10%, based on the customized scope of work performed by Tradition during the process. Demand -Side Management Scope of work includes assisting US Communities Members in identifying ideal demand -side solutions that meet their needs. Following an evaluation of available solutions and providers, Tradition will recommend those that best meet the needs of the US Communities Member. Services in this category may include, but are not limited to: • Assessment of operations and on -site equipment • Determine utility incentives and financing options • Evaluation of economic and environmental savings • Formulation of energy efficiency plans • Analysis of compliance with state/local energy codes • Identifying federal, state, and local tax incentives • Retrofits to Interior/Exterior Lighting • Upgrades to Occupancy Controls & Energy Management Systems • Improvements to HVAC Systems (VFD, Motors, Pumps, etc.) No fees will be charged directly to US Communities Members for this service. The demand -side provider will share a percentage of their revenue with Tradition, 5%-15%, based on the customized scope of work performed by Tradition during the process. www.TraditionEnergy.com 15 Page 11