CITY OF CHAMPAIGN, ILLINOIS REQUEST FOR PROPOSALS ( RFP ) MUNICIPAL ELECTRIC AGGREGATION PROGRAM RENEWAL. Accounts Served by Ameren Illinois

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1 CITY OF CHAMPAIGN, ILLINOIS REQUEST FOR PROPOSALS ( RFP ) MUNICIPAL ELECTRIC AGGREGATION PROGRAM RENEWAL Accounts Served by Ameren Illinois Date: May 12, 2015 Proposals must be delivered by on or before 5:00 p.m. CPT, May 26, 2015

2 CITY OF CHAMPAIGN, ILLINOIS REQUEST FOR PROPOSALS ( RFP ) MUNICIPAL ELECTRIC AGGREGATION PROGRAM RENEWAL Ameren Illinois A. Background The City of Champaign, Illinois ( City ) seeks to select a single certified Alternative Retail Electric Supplier ( ARES ) as the Supplier of electric power and energy to the City s Municipal Electric Aggregation ( MEA or Aggregation ), to begin no earlier than the meter read dates in July Through this RFP, the City is soliciting supply bids from ARES qualified to provide electric power and energy to residents and businesses in the City, in accordance with specific contract terms and specifications described herein. The City will evaluate submittals made in response to this RFP to select the ARES to enter into an opt-out Power Supply Service Renewal Agreement ( Renewal Agreement ). The ARES who enters into this Renewal Agreement will assist the City in maintaining the Aggregation to include eligible residential and small commercial accounts located within the City s boundaries and receiving service from Ameren Illinois. That ARES must coordinate with the City s electricity Consultant and designated staff in order to deliver services required under the Renewal Agreement. Pursuant to the Illinois Power Agency Act ( Act ) (20 ILCS 3855/1-92), the City is authorized to aggregate residential and small commercial retail electric loads of customers located within their municipal corporate limits upon the passage of a voter referendum directing it to do so. A voter referendum directing the City to perform said Aggregation was passed on March 20, 2012, and the City entered into a two-year Power Supply Service Agreement for its MEA load effective from July 2012 through the accounts meter read dates in June For the period beginning in June 2014, no supplier offers were deemed acceptable and MEA loads have been served by Ameren Illinois, under its Rider BGS Basic Generation Service. The City is seeking to resume the MEA, if the MEA can meet the requirements described below. The Plan of Operation and Governance (Attachment A) requires that the City shall only enter into a Power Supply Agreement if the Supplier s rate, excluding the cost for additional renewable energy, is less than the Ameren Illinois Default Rate. If the Ameren Illinois Default Rate is subsequently set below the rate established in the Renewal Agreement, the Supplier will not be required to adjust its pricing or risk terminating the agreement. However, individual customers must be allowed to switch to Ameren Illinois default service, should they elect to do so, at any time, without penalty of any kind. The Ameren Illinois Default Rate means Ameren Illinois Price To Compare for the applicable rate class as set forth on the Illinois Commerce Commission s ( ICC s ) Plug In Illinois website, calculated as an annual average rate for the entire planning year (June through May). Page 1 of 10

3 City of Champaign, IL Municipal Electric Aggregation Renewal May 12, 2015 B. Usage Information The City s historical usage for those accounts eligible for MEA as of April 2015 are shown in Attachment B. Upon request, Consultant will provide additional account information to bidders as is necessary to provide an adequate RFP bid. The information provided in Attachment B and all account information further provided by the City or Consultant is to be considered confidential. The chosen MEA Supplier will work with the City and its consultant to establish the appropriate list of the City s accounts eligible for MEA supply at the time the Renewal Agreement is to become effective. C. Request Specifications The City is interested in receiving the best price and service for its residents and has established the following specifications. The specifications represent a portion of the City s due diligence in selecting a licensed and qualified Supplier for the residential and small commercial accounts included in the City s MEA Renewal. Upon completion of the RFP, the selected Supplier will be expected to enter into a Renewal Agreement similar to the sample provided in Attachment C. C.1 Proposed General Agreement Terms: The City will seek to preserve the following general terms in a Renewal Agreement. Those responding to the RFP may propose alternatives to the following specifications; however, the City will not be obligated to accept alternative specifications, and reserves the right to reject proposals that contain proposed alternatives. C.1.1 Term of Renewal Agreement. The Renewal Agreement will be fully executed upon acceptance of a final fixed commodity supply price by the City Designee. The initial Renewal Agreement term will be for a term not less than one (1) year. C.1.2 Single Supplier. The City will select a single Supplier on behalf of all Aggregation Members. C.1.3 Subcontractors. The Supplier may not employ any subcontractors other than as necessary, and shall notify the City of any subcontractors used. Subcontractors shall be held to the same strict confidentiality standards applicable to the Supplier, and will be required to otherwise comply with the requirements of the Renewal Agreement. C.1.4 Indemnification and Hold Harmless. The Supplier must indemnify the City pursuant to the terms of the Renewal Agreement, and hold harmless the City from any financial obligations arising from the MEA. C.1.5 Assignment. The Supplier may not assign the awarded contract without the written consent of the City. C.1.6 Qualifications. The Supplier must be responsive to the qualification requests contained in this RFP. C.1.7 Insurance. The Supplier must obtain and maintain, for the duration of the Renewal Agreement, such proof of insurance and performance security as the City deems necessary. Page 2 of 10

4 City of Champaign, IL Municipal Electric Aggregation Renewal May 12, 2015 C.1.8 Voluntary Termination Notice. The Supplier must agree to notify the City and negotiate with the City at least sixty (60) days in advance of attempting to terminate the Renewal Agreement for any reasons other than: (i) the scheduled end date; or (ii) Force Majeure. C.1.9 Rate Advantage. The City is not obligated to accept a fixed price bid from the selected Supplier, including, but not limited to, a bid that is not below the published or anticipated Ameren Illinois Default Rate. C.1.10 Reimbursement of Municipal Costs. Within ninety (90) days after the effective date of the Renewal Agreement, the Supplier shall reimburse the City $25,000, for all professional, legal, Consultant, and administrative costs incurred by the municipality in connection with its adoption of its Aggregation Program Renewal and the negotiation and execution of the Renewal Agreement. C.1.11 Compliance with Plan of Operation and Governance. The Supplier shall provide all services required under the Renewal Agreement in accordance with the Plan of Operation and Governance adopted by the City. C.2 Proposed Contract Pricing Terms: Pricing offers must be sufficient to cover the full costs of the Supplier. The City seeks to preserve the following pricing terms in a Renewal Agreement with the Supplier. Suppliers may propose alternatives to the following specifications within their response; however, the City will not be obligated to accept alternative specifications, and reserves the right to reject proposals containing proposed alternatives. C.2.1 Fixed Price Supply. The City and Consultant request All-In Fixed Price Quotes for 12-, 24-, and 36-month periods. All-In Fixed Price Quotes shall detail the unit costs of energy supply, capacity, transmission and ancillary services. The All-In Fixed Price Quote will be reviewed by the Consultant to establish whether the pricing is: (i) consistent with market prices and tariffs; and (ii) consistent with Renewal Agreement terms. The City expects to request price refreshes from short-listed bidders prior to Renewal Agreement execution. Price Quotes are to be provided in response to this RFP by the due date listed in Section G by completing the Bid Form document found in Attachment D. C.2.2 Supply Mixes. Suppliers must be capable of providing supply quotes for the following energy mixes: C Standard Community Renewable Energy Mix. Supply that includes the minimum level of renewable energy resources for the entire Aggregation Portfolio as required by the State of Illinois Renewable Portfolio Standard. C Enhanced Community Renewable Energy Mix. Electricity supply that includes volumes of Renewable Energy Credits ( RECs ) in excess of the minimum level of renewable energy resources required for the entire Aggregation Portfolio by the State of Illinois Renewable Portfolio Standard. The excess REC volumes are to be sourced from biomass, hydro, wind, solar photovoltaic, or landfill gas and certified by a reliable authority. Supplying the additional RECs to the MEA will be a pricing option in the solicitation process. The electric supply rate for an Page 3 of 10

5 City of Champaign, IL Municipal Electric Aggregation Renewal May 12, 2015 enhanced renewable energy mix will be applied to all Members if the option is accepted by the City. Bidder shall provide this price offer by separately listing the All-In Fixed Price Quote for the standard renewable energy mix and the additional cost for RECs to bring the full percentage of renewable energy to each of 25%, 50% and 100%. C.2.3 Fees Imposition. Other than Fixed Price Supply charges, the Supplier will not impose any conditions, terms, fees, or charges on any Member served by the Program unless the fee is imposed by an authority to which the Supplier is subject (i.e., federal or state regulatory bodies). In the event that a regulatory body imposes a fee after the initial Opt-Out Period, the Supplier will be required to inform the City and receive authorization prior to passing through any such fees. C.2.4 Utility Fees. The Supplier will arrange for a single Utility bill to be sent to Members by Ameren Illinois. Additionally, the Supplier will ensure that the following fees continue to be collected and processed by Ameren Illinois: Monthly Payments, Late Payments, Delivery Charges and Monthly Service Fee. C.2.5 Enrollment and Disenrollment Charges. No fees will be assessed to any resident or small commercial retail customer for entering or leaving the Aggregation Program. C.3 Proposed Contract Supply and Service Terms: The City will seek to preserve the following contract pricing terms in a Renewal Agreement with the Supplier. Suppliers may propose alternatives to the following specifications within their response to this RFP. The City will not be obligated to accept alternative specifications, and reserves the right to reject proposals that contain proposed alternatives. C.3.1 Electricity Supply. The Supplier will supply firm power requirements to each of the accounts for which it is ultimately contracted to serve. C.3.2 Transmission. The Supplier will be responsible for acquiring and paying all necessary transmission services to the Point(s) of Delivery including all electricity commodity costs, MISO charges, Congestion Charges, Distribution and Transmission Losses, and Capacity Charges. The Supplier will be responsible for monitoring and negotiating interstate transmission discounts. C.3.3 Billing. The Supplier will make all arrangements to ensure that Aggregation Members continue to receive a single monthly bill from Ameren Illinois. C.3.4 Data. The Supplier will maintain a comprehensive and confidential database recording historical account information for the accounts enrolled under the Renewal Agreement, and to maintain a current list of enrolled accounts, accounts that have opted-out of the Aggregation Program, and accounts that have been added to the Aggregation Program and provide information from such database to the City or its Consultant from time to time, upon request. C.3.5 Member Service. The Supplier will maintain certain minimum levels of customer service including: C Program Management and Documentation. The Supplier must have Standard Operating Procedures in place that govern Member education, opt out notification, customer inquiries, and public outreach regarding the Aggregation Program. Page 4 of 10

6 City of Champaign, IL Municipal Electric Aggregation Renewal May 12, 2015 C Confidentiality. The Supplier must maintain the confidentiality of Aggregation Member information. C Customer Service. The Supplier must assist Aggregation Members with their inquiries. Concerns regarding service reliability and distribution cost billing questions should be directed to Ameren Illinois, and any unresolved disputes should be directed to the ICC. Inquiries from Aggregation Members should be managed within the following performance parameters: C Telephone Inquiries. The Supplier must maintain a toll-free telephone access line which will be available to Aggregation Members twenty-four (24) hours a day, seven (7) days a week. Trained company representatives must 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 must be responded to by a trained company representative on the next business day. Under normal operating conditions, telephone answer times by a customer representative, including wait time, shall not exceed thirty (30) seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty (30) seconds. These standards shall be met no less than ninety (90) percent of the time under normal operating conditions, measured on a quarterly basis. C Internet and . The Supplier must establish and maintain a website for the Aggregation Members. The website will provide basic information concerning the Aggregation Program and will facilitate customer inquiries by providing a platform for the submission of questions by or text. Responses to inquiries submitted through the website platform must be generated within twenty-four (24) hours. C Multilingual Services. The Supplier must provide customer service for Members requiring non-english verbal and written assistance. C Hearing Impaired. The Supplier must provide customer service for hearing impaired Members. C.3.6 Enrollments. The Supplier must be prepared to perform the following Aggregation account enrollment tasks: C C Opt-Out Notifications. The Supplier must manage the Opt-Out Period notification process under the supervision of the City and the Consultant. A single database must track account enrollment and billing data. Reports on Opt-Out notifications shall be made to the City and Consultant on at least a quarterly basis. New Accounts. The Supplier must facilitate the addition of new customer accounts to the Aggregation Program during the term of the Renewal Agreement. Residents and small commercial retail customers that move into the community after the initial fourteen Page 5 of 10

7 City of Champaign, IL Municipal Electric Aggregation Renewal May 12, 2015 C C C (14) day opt-out period will NOT be automatically included in the Aggregation Program. Eligible residential and small commercial retail customers wishing to opt in to the Aggregation Program after the Opt-Out Period has expired may contact the Supplier to obtain enrollment information. The Supplier is encouraged but not required to guarantee that customers opting into the Aggregation Program after the initial Opt-Out Period will receive the same price, terms, and conditions as do the other Members. The Supplier must fully inform the customer of the rate to be charged if it is different than the rate available to other Members. Re-Joining the Aggregation Group. The Supplier must assist Members that have opted out if they wish to join at a later date. The enrollment for these Members will be conducted in the same manner as new residents moving into Champaign. These customers may contact the Supplier at any time to obtain enrollment information. The Supplier is encouraged but not required to guarantee that customers opting in at a later date will receive the same price, terms and conditions as do the other Members. Moving Within the Champaign Community and Maintaining the Same Account Number. The Supplier shall continue service at the same rate and under the same terms and conditions for any Member who relocates within the City of Champaign 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. Percentage of Income Payment Plan ( PIPP ). The Supplier must facilitate billing for residents enrolled in the PIPP bill payment assistance program for low-income residential customers. The Supplier must also notify PIPP customers of the consequences of participating in the Aggregation. C.3.7 Other. The Supplier must accept the following terms. C Credit / Deposit Requirements. Collection and credit procedures are to be the responsibility of Ameren Illinois and the individual Member. Members will be required to remit and comply with the payment terms of Ameren Illinois. This Aggregation Program of the City will not be responsible for late or no payment on the part of any of its Members. The City and its Members will have no separate credit or deposit policy. C Reliability of Power Supply. The Program will only affect pricing for power supply. Ameren will continue to deliver power through its transmission and distribution systems. Responsibility for maintaining system reliability continues to rest with Ameren Illinois. Supplier shall notify Members that if they have service reliability problems, they should contact Ameren Illinois for repairs. The ICC has established Minimum Reliability Standards for all utilities operating distribution systems in Illinois. Page 6 of 10

8 City of Champaign, IL Municipal Electric Aggregation Renewal May 12, 2015 C C Contract Monitoring. The Supplier will be responsible for the faithful performance of the contract and shall warrant that it has internal monitoring procedures and processes to ensure compliance. Monitoring. The Supplier will facilitate the City s efforts to monitor and track the Supplier s performance over the course of the contract. Information gathered by the City may be used in administration of the contract, and may be used in consideration of the Vendor in future procurements or contract extensions. C Recording. The Supplier will assist the City to develop performance reports providing adequate tracking information related to price, service, quality and other factors deemed important. C Cooperation. The Supplier will cooperate with the City in monitoring and tracking Aggregation Program activity. This may require the Supplier to report progress, problems and proposed resolutions, performance records, allow random inspections of its facilities, participate in scheduled meetings and provide management reports as requested by the City. C.4 Proposed Delivery Specifications: The City will seek to preserve the following contract pricing terms in a Renewal Agreement with the Supplier. Suppliers may propose alternatives to the following specifications within their response to this RFP. The City will not be obligated to accept alternative specifications, and reserves the right to reject proposals that contain proposed alternatives. C.4.1 Quality and Measurement. The Supplier must warrant that the electricity sold and delivered shall be of the specifications required by MISO and Ameren Illinois. The Supplier shall indemnify the City and Members, and hold them harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from the Supplier s breach of this warranty. C.4.2 Title. The Supplier must warrant that it possesses good marketable title to all electricity sold, and is free from all liens and adverse claims. C.4.3 Delivery. The Supplier shall deliver all electricity supplied under the Renewal Agreement to the Members at the appropriate delivery point to secure delivery to the MEA Members. D. Supplier qualifications ARES who respond to this RFP are provided the following list of qualification metrics deemed to establish the capacity and capability of an ARES to serve as the supplier for the Champaign Aggregation Program. We request that those responding to this RFP provide responses to each item listed, and to also add other qualifications the responding ARES believes would enhance the Champaign Program. D.1 Experience: Suppliers must have served combined MEA load of a size at least as large as the City of Champaign s within the last two years within the state of Illinois. Page 7 of 10

9 City of Champaign, IL Municipal Electric Aggregation Renewal May 12, 2015 D.2 Licenses and Registrations: Suppliers must have the authority to sell electricity to applicable retail customers in Illinois and be properly registered to supply customers in the Ameren Illinois service region. D.3 Systems: Supplier must possess existing systems that will ensure a smooth notification and enrollment process for the Aggregation Program. Please provide documentation to support proof of the following: D.3.1 Report on the approximate number of MEA accounts enrolled in the Ameren Illinois service region within the past three (3) years by the Supplier or its affiliates; D.3.2 Identify the specific steps utilized to enroll accounts, including utility deadlines for enrollment for the July 2015 meter-read dates. D.4 Marketing and Support Services: Supplier must have the materials, time and resources to support Program marketing, outreach and education tasks. Documentation should include: D.4.1 Proof of an existing local or toll-free telephone number for customer service and complaints related to the Aggregation Program; D.4.2 Samples of a website to support the Aggregation Members; D.4.3 Commitment to use only educational materials specifically approved by the City. D.5 Corporate Structure and Financial Capacity: The Supplier must maintain sufficient personnel, management expertise, and financial capacity to support the Renewal Agreement with the City. D.5.1 Submit the firm s (or the firm s parent company) most recent audited annual report that identifies the company s long term credit rating. E. Proposal Requirements All proposals must meet the following requirements to be considered: E.1 Please provide proposals for nominal terms of 12, 24, and 36 months, for all accounts beginning with the June 2015 meter read dates. E.2 Proposals must quote a fixed delivered price that includes all capacity, energy, related services costs, and any other costs necessary to ensure firm supply to the delivery point. The delivery point is the point of interconnection between the Ameren Illinois (or successor) transmission system and the part of the associated Ameren Illinois distribution system associated with service to Aggregation Members. All components of the pricing must be identified. Any pricing components that are subject to change must be clearly indicated as such, with an explanation of the circumstances that could cause the price to change. Such components include, but are not limited to, capacity, transmission and ancillary services. Neither, the City nor Aggregation Members will be responsible for any costs not specifically identified in the proposal. Cost elements not known with certainty at the time of the proposal should be identified, and an estimate of the charges during the term of the Renewal Agreement should be provided. E.3 Suppliers must respond to the Specifications set forth in Section C. Suppliers should indicate that they: (i) understand the individual specification; (ii) can meet the Page 8 of 10

10 City of Champaign, IL Municipal Electric Aggregation Renewal May 12, 2015 specification by either positive validation or providing documentation; or (iii) propose an alternative to the specification. Bids must be fully responsive to each Specification of the RFP. E.4 Suppliers must respond to the questions and requests for documentation set forth in Section D above. Bids must be fully responsive to each Specification of the RFP. Any deviations from the Specifications or any Specifications that the Supplier cannot satisfy will affect the evaluation of the Proposal and may disqualify the Supplier. E.5 Suppliers must complete and submit the required Bid Sheet form included as Attachment D to this RFP. E.6 Please include contact name, address, phone number, fax number and address of the supplier. F. Proposal Evaluation Proposals will be evaluated based on the criteria that the City considers to be in the Aggregation Program Members best overall interest. Such criteria include, but are not limited to, the following: F.1 The ARES ability to supply electric energy, capacity and related services that best meet the requirements of the Aggregation Program Renewal, in the sole discretion of the City; F.2 The total cost of power and value of services to the Aggregation Program; F.3 Compliance with instructions for preparing and submitting bids; F.4 Alternatives and exceptions that the Supplier proposes to the Renewal Agreement; F.5 Suppliers qualifications as an MEA supplier; F.6 Completion of the forms included as Attachment D to this RFP; F.7 Completion of the Affirmative Action forms included as Attachment E to the RFP; F.8 Completion of the Disclosure Affidavit form included as Attachment F to the RFP." G. Timetable This RFP was electronically sent to prospective suppliers on May 12, All proposals must be received at the offices of Brubaker & Associates, Inc. (consultant to the City), as specified below, by 5:00 p.m. CPT on May 26, Proposals will be reviewed and clarified with the supplier(s), as necessary, before selecting a shortlist of finalists. The selection of a power supply option will occur after favorable terms and conditions have been negotiated with the finalist(s). H. Option to Modify or Cancel Request This request is not an offer to purchase power supply and associated services. The City reserves the right to accept or reject any and all responses and also reserves the right to cancel or reissue this request at any time throughout the process. The City is not responsible for any costs incurred by other parties in the preparation of responses to this RFP. Page 9 of 10

11 City of Champaign, IL Municipal Electric Aggregation Renewal May 12, 2015 I. Authorization Recipients of this RFP are authorized to access summary and interval data for the Aggregation Members accounts from Ameren Illinois, for the sole purpose of responding to this RFP. This authorization expires on August 31, J. Confidentiality and the Illinois Freedom of Information Act The City will treat all information provided by Bidders as public information following the conclusion of the selection process unless Supplier requests information to be treated as confidential at the time of bid submission. Any request for confidential treatment of information must be included in the cover letter of Supplier s proposal in addition to the specific statutory basis supporting the request and an explanation of why disclosure of the information is not in the best interest of the public and the specific basis under Section 7 of the Illinois Freedom of Information Act (5 ILCS 140/7) for the exemption from disclosure of such information. The cover letter must also contain the name, address and telephone number of the individual authorized to respond to the City about the confidential nature of the information. If the Supplier designates any information in its proposal as confidential, the Supplier must also submit one (1) copy of the proposal from which confidential information has been excised. The confidential material must be excised in such a way as to allow the public to determine the general nature of the material removed and to retain as much of the proposal as possible. K. Bid Submission Suppliers may mail, , fax or otherwise deliver proposals to the recipient below by the due date. submissions are preferred. It will not be sufficient to show that you mailed or commenced delivery before the due date and time. All times are State of Illinois local times. submissions should be made to Robert Stephens (bstephens@consultbai.com). Mr. Stephens full contact information is below: Robert Stephens Brubaker & Associates, Inc Swingley Ridge Rd., Suite 140 Chesterfield, MO Phone: (636) Fax: (636) bstephens@consultbai.com Please direct all questions and correspondence regarding this RFP to Mr. Stephens. \\Doc\Shares\ProlawDocs\MED\9820.3\RFP\ docx Page 10 of 10

12 ATTACHMENT A CITY OF CHAMPAIGN PLAN OF OPERATION AND GOVERNANCE

13 Attachment A Page 1 of 17 City of Champaign Electricity Aggregation Program Amended Plan of Operation and Governance Date: May 19, 2015

14 Attachment A Page 2 of 17 Table of Contents Table of Contents... 2 I. HISTORY AND PURPOSE OF MUNICIPAL AGGREGATION... 3 II. DEFINITIONS... 4 III. ROLE OF THE CITY... 6 IV. ROLE OF THE AGGREGATION CONSULTANT... 7 V. BILLING... 8 VI. RENEWABLE ENERGY... 8 VII. DETERMINATION OF ELIGIBLE CUSTOMER POOL... 9 VIII. POWER SUPPLY SERVICE AGREEMENT IX. IMPLEMENTATION PROCEDURES X. ADDITIONAL SERVICE TERMS AND CONDITIONS XI. INFORMATION AND COMPLAINT NUMBERS XII. AMENDMENT... 17

15 Attachment A Page 3 of 17 I. HISTORY AND PURPOSE OF MUNICIPAL AGGREGATION Pursuant to Section 1 92 of the Illinois Power Agency Act, 20 ILCS 3855/1 92 ( Act ), the City of Champaign is authorized to aggregate the electric loads of small commercial and residential customers located within its municipal boundaries (herein referred to as municipal aggregation ). As part of the municipal aggregation, the City of Champaign may select a retail electric supplier and enter into a service agreement to facilitate the purchase of electricity and related services and equipment on behalf of its residents and small businesses. Residential and small commercial retail customers often lack the resources to conduct due diligence and negotiate favorable terms with alternate retail electric suppliers on their own. With its large quantity of eligible electric accounts, the City has the potential to attract lower rates than the applicable default tariff service rate, and to acquire a cleaner power supply. In accordance with the Act, on December 6, 2011, the City approved Ordinance No. CB , authorizing the placement of a referendum on the March 20, 2012 ballot, seeking authority to create an opt out municipal aggregation program for its residents and small business customers. Voters approved the municipal aggregation referendum at the March 20, 2012 primary election. Following approval of the referendum, the City entered into a contract for municipal aggregation for the period June 2012 through June 2014 but did not extend the contract through June 2015, due to the contract prices available in the market. The City, on June 2, 2015, approved Ordinance No. CB (TBD), authorizing the City to enter into a subsequent municipal aggregation contract for the period of July 2015 through July 2016, or a later date established by the contract. The City will not buy or resell power. Rather, the City will competitively bid and negotiate a contract with a competent and licensed alternative retail electric supplier (ARES) to provide electric supply at contracted rates to residents and small businesses in the City. The ARES shall provide accurate and understandable pricing and facilitate opt out/in notifications. The ARES will also perform ancillary services for the City participants as described in this Plan. Because the City adopted an opt out aggregation program, all eligible customers located within the City will participate in the Program unless they affirmatively elect to opt out of the Program. By identifying the procedures by which customers may opt out/in of the Program, the City ensures that participation is voluntary and individuals have the ability to decline to participate. As required by law, this Plan of Operation and Governance describes the City plan for: 1) Providing universal access to all applicable residential customers and equitable treatment of applicable residential customers; 2) Providing demand management and energy efficiency services to each class of customers; and 3) Meeting any other legal requirements concerning aggregated electric service. The City, the Consultant, and the selected ARES will follow the Plan of Operation and Governance set forth in this document. Amendments to this Plan of Operation and Governance may be adopted in accordance with the Act at the option of the City.

16 Attachment A Page 4 of 17 II. DEFINITIONS Whenever used in this Plan of Operation and Governance, the following terms shall have the meanings defined below, except where the context indicates otherwise Day Period shall mean the time period during which eligible residents and small commercial retail customers are notified of their eligibility to participate in the Aggregation Program and provided instructions for opting out or in. 2.2 Act shall refer to the Illinois Power Agency Act, 20 ILCS 3855/1 1 et seq. 2.3 Aggregation or Municipal Aggregation shall mean the pooling of residential and small commercial retail electrical loads located within a municipality 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 and equipment, all in accordance with Section 1 92 of the Act. 2.4 Aggregation Consultant or Consultant shall refer to Brubaker and Associates, Inc., the independent consultant with demonstrated expertise in electric supply contracting that has been retained by the City to assist with the implementation of the City s Program. 2.5 Aggregation Member or Member shall mean a residential or small commercial retail electric account enrolled in the Aggregation Program. 2.6 Aggregation Program or Program shall mean the program developed by the City of Champaign, 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. 2.7 Alternative Retail Electric Supplier or ARES 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, resellers, aggregators and power marketers, but shall not include the Electric Utility or the Aggregation Members. For purposes of this Plan, the definition of Alternative Retail Electric Supplier is more completely set forth in 220 ILCS 5/ Ameren Illinois or Ameren shall mean the Ameren Illinois utility company or its successor, as the entity that has a franchise, license, permit or right to distribute, furnish or sell electricity to retail customers within the City. 2.9 Ancillary Services shall mean the necessary services that shall be provided in the 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) City shall mean the City of Champaign, Illinois, a municipal corporation.

17 Attachment A Page 5 of City Designee shall mean the person (or persons) empowered by the City through Ordinance to authorize and execute a contract price lock for electricity supply on behalf of the City Council Default Tariff Service or Default Rate shall mean the total Ameren electricity supply rate set by the ICC, which is available to a class of eligible retail customers. This rate includes all charges applicable to an Ameren bundled service customer Electric Utility shall mean shall mean Ameren Illinois, as the entity that has a franchise, license, permit or right to distribute, furnish or sell electricity to retail customers within the City Eligible Retail Customer shall mean a residential or small commercial retail customer of the Utility within the City limits of Champaign eligible to participate in the Aggregation Program per Ameren Illinois Tariff ICC shall mean the Illinois Commerce Commission as described in 220 ILCS 5/ IPA shall mean the Illinois Power Agency as described in 20 ILCS 3855/ Ineligible Retail Customer shall mean a residential and small commercial retail customer who is not eligible to participate in the Aggregation Program and who is not required to opt out during the 14 Day Period kwh shall mean kilowatt hour, which is the standard unit of measure of electricity consumed Load shall mean the total demand for electric energy required to serve the residential and small commercial customers in the Aggregation Program Opt In shall mean the process by which an eligible residential or small commercial retail customer shall be afforded the opportunity to affirmatively choose to participate in the Aggregation Program during the initial 14 Day Period or after the initial switching process has occurred 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 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 Plan of Operation and Governance or Plan or POG shall mean the Aggregation Plan of Operation and Governance, to be adopted pursuant to the requirements set forth in Section 1 92 of the Act Price to Compare shall mean the posted Ameren supply rate calculated by the ICC and posted at for the applicable billing period, calculated as an annual

18 Attachment A Page 6 of 17 average rate for the entire planning year (June through May). In the event this data source becomes unavailable, Price to Compare shall be determined by the City or Consultant using the same or similar method and representing the same cost elements to the maximum extent reasonably possible Power Supply Agreement shall mean the Agreement between the City and the selected ARES Vendor Proposer shall mean an Alternative Retail Electric Supplier that responds to a Request for Proposals from the City REC shall mean shall mean duly certified and verified Renewable Energy Credits (REC), as described in 20 ILCS 3855/ Request for Proposals or RFP shall mean a written invitation to responsible ARES bidders to submit qualifications and pricing methods for electricity supply, services, and equipment to the Aggregation Small Commercial Retail Customer shall mean those retail customers consuming 15,000 kwh s or less annually, per 220 ILCS 5/16 102, provided, however, that the definition of Small Commercial Retail Customer shall include such other definition or description as may become required by law or tariff Switching Process shall mean the process after the 14 Day Period has expired when Aggregation Members are switched to the selected Supplier s electric supply. III. ROLE OF THE CITY A. Legal Compliance. The City shall adopt: (1) an ordinance authorizing an opt out electric aggregation program; and (2) this Plan of Operation and Governance. The City shall be responsible for issuing all required public notices and conducting all required public hearings concerning this Plan, and any amendments thereto, in accordance with Section 1 92 of the Act. B. Identification of Customers. The City Manager and/or the Consultant shall submit a request to Ameren requesting the identification of retail and small commercial electric customer account information and generic load profiles as needed. C. Confidentiality. The City will maintain the customer information it receives from Ameren in a confidential manner as required by the Act and will use that information only for purposes of its Aggregation Program. The City may assign access to the customer information to the Consultant for the purposes of soliciting supply and service bids on behalf of the City. The Consultant is bound by confidentiality requirements in this regard, and shall only access and utilize consumer data at the direction of the City. Customer account information will be considered confidential and will not be disclosed under the Freedom of Information Act, except as required by law. D. List Review. The City, in cooperation with the Consultant, will review the customer list to remove ineligible customers, provided however, that the City shall have no responsibility to potential

19 Attachment A Page 7 of 17 Aggregation Members or the ARES for the accuracy of the customer account information provided. The City shall be responsible for providing the Consultant and ARES with resources and publicly available material to screen out customers who are not located within the municipal boundaries. E. RFP Development. The City, in cooperation with the Consultant, shall develop an RFP in accordance with the terms set forth in this document. The City will inform the potential proposers in the RFP document of the City s generic load profile information as provided by Ameren. F. Action on RFP. The City shall receive and evaluate proposals and contract with any ARES who the City Council finds to be in the best interest of the City s residents and small commercial retail customers. The City is under no obligation to enter into any service agreement with any ARES and may, in its discretion, choose to reject all proposals or to conduct a new proposal request to provide the electric service under the same or amended terms of this Plan. G. Notification Materials. The City shall assist the ARES in drafting customer notification materials during the switching and opt out process as needed. The City shall specify the form and content of such materials, and all communications disseminated by the ARES to residents and small businesses during the opt out process must be approved by the City. H. No Responsibility for Electric Supply. The City, as the facilitator of the RFP process, is not responsible for providing electricity to the members of the Aggregation Program, or for billing or collecting for electricity provided under any ARES power supply agreement, and has no responsibility beyond the duties described herein. Ameren will continue to provide a single bill to Aggregation Members for all electrical charges. I. Expenditure by City Recoverable. The City shall implement and offer the Aggregation Program as a service to its residents and small commercial retail customers. The Program shall be revenue neutral. The City shall be reimbursed for expenditures related to the Aggregation Program by the ARES in the form of payment specified in the RFP and Power Supply Agreement. All City Aggregation Program expenditures shall be disclosed to Aggregation Members. IV. ROLE OF THE AGGREGATION CONSULTANT A. Code of Conduct. The Consultant will comply with the code of conduct requirements of the Electric Service Customer Choice and Relief Act, 220 ILCS 5/16 115C. B. Duties. The Consultant shall advise and assist the City with the development and implementation of its Aggregation Program, including developing all necessary documents, reviewing the eligible customer list, drafting electricity RFPs, soliciting and reviewing bids received, and making recommendations as appropriate. C. Required Independence and Disclosures. As required by the Electric Service Customer Choice and Relief Act, the Consultant will be in a fiduciary relationship with the City and owes the City and its Aggregation Members the duty of loyalty and independent judgment. The Consultant will be disqualified if it acts as the agent for any ICC certified ARES. It is the duty of the Consultant to disclose any such relationships in writing to the City Manager. Breach of these terms will result in the City terminating the Consultant Agreement.

20 Attachment A Page 8 of 17 D. Fee. The Consultant shall be paid directly by the City. Any fee paid to the Consultant shall be for work performed in developing and implementing the City s Aggregation Program. E. Confidentiality. The City, upon receiving confidential customer information from Ameren Illinois, shall be subject to the limitations on the disclosure of that information described in Section 2HH of the Consumer Fraud and Deceptive Practices Act, 815 ILCS 505/2HH. If the Consultant has access to confidential customer account information at any time, the Consultant agrees not to use that information for any purposes outside the scope of the services provided by this Agreement. The Consultant specifically agrees not to use for itself, or to sell, trade, disseminate or otherwise transfer that information to any other party for any purpose other than this Aggregation Program. The City will not be liable for any use of confidential information by the Consultant that violates the law or this agreement. V. BILLING Aggregation Members shall continue to receive one electric bill and make payments to Ameren. The ARES shall be responsible for complying with the following bill format and collection procedures: A. Billing Method. The ARES will utilize the Utility Consolidated Billing/Purchase of Receivables (UCB/POR) billing method. Under this method, Ameren shall prepare the bill for both Ameren s electric delivery charges and the ARES electric supply charges and mail one bill to the customer. Ameren shall purchase the electric supply charges from the ARES on the bill due date and treat those receivables as its own for credit purposes. Ameren shall retain the ability to disconnect for customer non payment of ARES electric supply charges. B. Collection. Collection and credit procedures shall remain the responsibility of Ameren, the selected ARES, and the individual Aggregation Member. Members are required to remit and comply with the payment terms of Ameren. The City will not be responsible for late payment or non payment of any Member Accounts. Slow or no payment on the part of some Members will not adversely impact the rates charged to other Members. VI. RENEWABLE ENERGY AND ENERGY EFFICIENCY The Aggregation Program shall promote sustainability by seeking electric supply offers with renewable energy sources in excess of state minimum standards. To achieve this goal, the City shall require ARES proposers to submit price quotes for energy mixes with increasing percentages of renewable energy sources. RECs may be sourced from registered hydro, wind, solar, or captured methane landfill gas. A. Power Mix. The City shall require Bidders to quote rates for the following energy mixes: 1. Lowest Price Mix. The lowest priced electricity supply available from the ARES using, at a minimum, renewable energy consistent with the Renewable Portfolio Standard required by law. Between comparable offers, the City will give preference to any bidder that provides all its power from sources other than coal. 2. Enhanced Renewable Energy Mix. Electricity supply where non renewable sourced supply is offset by RECs.

21 Attachment A Page 9 of 17 B. Rate Selection. The City council shall be responsible for choosing the energy mix and corresponding rate. The Council may select an enhanced renewable energy mix that shall be applied to all Aggregation Members, or it may allow Members to choose an enhanced mix on an individual basis. C. Energy Efficiency and Demand Management. The City will direct Participants to access the energy efficiency and demand management programs developed and offered from Ameren. If new program options become available, they will be included in this Plan by amendment by the City Council. VII. DETERMINATION OF ELIGIBLE CUSTOMER POOL A. Eligible Opt Out Customers. The City is using an Opt Out form of Governmental Aggregation pursuant to 20 ILCS 3855/1 92. The City shall only enter a Power Supply Service Agreement with a Supplier offering an electric rate lower than the Ameren Default Rate. Customers on the Default Rate shall be automatically included in the Aggregation Program unless they positively indicate their desire to opt out of the Program during the opt out period. B. Eligible Opt In Customers. Customers not on the Default Rate cannot be guaranteed savings through the Aggregation Program and shall not be automatically enrolled in the Program. However, such customers may elect to become Aggregation Members by contacting the City or the selected ARES Supplier. Such customers shall include: 1. Ameren customers on Power Smart Pricing, Hourly Supply Service, or Real Time Pricing; and 2. Customers under contract with a Retail Electric Supplier. C. Ineligible Customers. Residents and small businesses will be ineligible to become Aggregation Members if: 1. The customer is not located within the City; 2. The customer has free Ameren service; or 3. The customer is on an Ameren bundled hold. Ineligible customers will not be notified during the Opt Out Period and shall not be required to opt out. D. Mistake. Any customer who believes an eligibility mistake has occurred during or after the Opt Out Period shall have the responsibility to report the suspected error to the City or the ARES. The City shall make every effort to correct errors during the enrollment process, and the ARES shall accommodate such corrections. In the event a customer not located within the City becomes enrolled in the Program, such Member shall be terminated if the error is subsequently discovered. The City shall not be responsible for past, ongoing, or future loss of savings to a Member due to mistaken inclusion or exclusion from the Aggregation Program. E. Universal Access. The City, Consultant, and ARES Supplier shall determine eligibility for the Program based on customer information provided by Ameren. The Aggregation Program shall