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R-6-24 Approving Professional Services Agreement Between Exigent Solutions and Village of Lemont418 Main Street I Lemont, IL 60439 TO: Village Board Meeting FROM: Darshana Prakash, Finance THROUGH: George Schafer, Village Administrator SUBJECT: A Resolution Approving Professional Services Agreement Between Exigent Solutions and Village of Lemont DATE: Januaryacft024 SUMMARY/BACKGROUND The Village has a long standing relationship with Elia Streltsov of DaCott Energy Services, Ltd. who has assisted the Village in obtaining the best aggregate electricity rates for Village owned properties as well as for the residents. In the past and recently in April 2023, Elia recommended that the Village lock in the electricity rates for the Village owned properties for a one year term, ending May 2024. He continued to provide regular rate updates for the residents whose contract term ended October 2023. Elia is now at Exigent Solutions and is committed to providing similar services. Exigent Solutions is a Houston based energy management and procurement company. The Village and its residents have benefitted from Elia's recommendations in the past. He was in attendance at the December 18, 2023 Committee of the Whole meeting and addressed Village Board's queries. Staff requests the Board authorize the Village Administrator to enter into an agreement to retain Exigent Solutions as the energy consultant. Additionally, the Village Board has decided to take a pause on aggregation options for its residents accounts until the market drops below ComEd. However, the Village accounts will all come back up for contract in 2024 and should be loaded for evaluation in early 2024 for options. ANALYSIS Consistency with Village Policy STAFF RECOMMENDATION Authorize Village Administrator to contract with Exigent Solutions BOARD ACTION REQUESTED Authorize Village Administrator to contract with Exigent Solutions ATTACHMENTS Resolution Approving Professional Services Agreement Between Exigent Solutions and Village of Lemont.pdf VILLAGE OF LEMONT RESOLUTION NUMBER R--24 RESOLUTION APPROVING PROFESSIONAL SERIVCES AGREEMENT BETWEEN EXIGENT SOLUTIONS AND THE VILLAGE OF LEMONT, ILLINOIS JOHN EGOFSKE, Village President CHARLENE M. SMOLLEN, Clerk JANELLE KITTRIDGE DA VE MAHER KEN MCCLAFFERTY KEVIN SHA UGHNESSY RICK SNIEGO WSKI RON STAPLETON Trustees Published in pamphlet form by authority of the Village President and Board of Trustees of the Village of Lemont on I IT024 RESOLUTION NO. R--24 RESOLUTION APPROVING PROFESSIONAL SERIVCES AGREEMENT BETWEEN EXIGENT SOLUTIONS AND THE VILLAGE OF LEMONT, ILLINOIS WHEREAS the Village of Lemont, Counties of Cook, Will, and DuPage, Illinois, ("the Village") is a municipality in the State of Illinois with full powers to enact Ordinances and adopt Resolutions for the benefits of the residents of the Village; and WHEREAS, the Village and Exigent Solutions wish to enter a professional services agreement as further outlined in the professional services agreement attached hereto as Exhibit A ("Agreement"); and WHEREAS, the Mayor and Board of Trustees find that it is in the best interests of the Village to authorize the Agreement attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Lemont, Counties of Cook, Will and DuPage, Illinois, as follows: SECTION 1: That the above recitals and legislative findings are found to be true and correct and are hereby incorporated herein and made a part hereof as if fully set forth in their entirety. SECTION 2: The Mayor and Board of Trustees of the Village of Lemont hereby authorize the Village Administrator to enter into an agreement with Exigent Solutions in substantially the same form as attached hereto as Exhibit A, subject to attorney review. SECTION 3: This Resolution, and its parts, are declared to be severable and any section, subsection, sentence, clause, provision, or portion of this Resolution that is declared invalid such decision shall not affect the validity of any other portion of this Resolution, which shall remain in full force and effect. SECTION 4: All Resolutions and Ordinances in conflict herewith are hereby repealed to the extent of such conflict. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LE O T, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, ON THIS _ W DAY OF 67,0 (k(t V 2024. PRESIDENT AND VILLAGE BOARD MEMBERS: Janelle Kittridge Dave Maher Ken McClafferty Kevin Shaughnessy Rick Sniegowski Ron Stapleton ATTEST: AYES: NAYES V CHARLEN MOLL A Village Cl "�% v r 2 -SEAL /�LINO\c' ABSENT: ABSTAIN: r G-- r,f JOHN EGOFSKE President EXHIBIT A EXIGENT SOLUTIONS Consulting Agreement I Village of Lemont WHEREAS, the Village of Lemont, hereinafter referred to as the "Client," desires to engage in an Agreement ("Agreement") with Exigent Solutions, LLC, identified as "EXIGENT," effective as of ("Effective Date"). The primary objective of this Agreement is for the Client to appoint EXIGENT as its exclusive representative to negotiate energy purchases on behalf of the Client; NOW, THEREFORE, considering the aforementioned and mutual covenants set forth herein, the parties hereby mutually agree to the following terms: SECTION 1: TERM OF THE AGREEMENT and TERMINATION Commencing on the Effective Date, the term of this Agreement shall persist until terminated by either party. The Client retains the right to terminate this Agreement with a 30-day prior written notice. EXIGENT holds the authority to terminate this Agreement with a 30-day prior written notice. Termination is also permissible by either party if the other is in material breach, provided that the non -breaching party notifies the breaching party in writing, allowing a 30-day cure period. SECTION 2: SERVICES PROVIDED BY EXIGENT During the term of this Agreement, EXIGENT will serve as the exclusive representative for the Client, offering the following services: - Analysis of the Client's historical and projected energy usage patterns to determine the most beneficial product structure. - Monitoring of energy prices and supplier rates to optimize the Client's energy costs. - Provide recommendations to the Client concerning transactional structure and timing. - Facilitation of contract negotiations between the Client and supplier(s), inclusive of recommendations on contractual provisions. - Periodically review Client's invoices to ensure contractual obligations are met by supplier(s). o Inconsistencies, errors, structure, delivery, etc. - Advocacy on behalf of the Client to resolve any disputed issues. - Handle adding, moving, closing accounts as requested. - Any additional services may be suggested by EXIGENT or requested by Client and will not impact compensation schedule. SECTION 3: CONFIDENTIALITY Throughout the duration of this Agreement and for two (2) years post -termination, EXIGENT, including its employees, subsidiaries, agents, or affiliates, shall uphold the confidentiality of all knowledge and information acquired concerning the Client, deemed confidential by the Client. Such information shall not be disclosed directly or indirectly to any party, except suppliers with a need to know, or as required by statute, a court with valid jurisdiction, or regulatory authority. GUIDING POWER, SIMPLIFYING CHOICES www.exigentsolutions.net info@exigentsolutions.net 713.829.3349 700 Milam Street, Suire 1300 - #2107 Houston, TX 77002 Consulting Agreement I Village of Lemont I Page 2 SECTION 4: COMPENSATION The Client commits to compensating EXIGENT $0.0025/kWh. This compensation shall be incorporated into the cost of energy provided by supplier(s) to the Client. The Client has no obligation to make direct payments to EXIGENT, and EXIGENT's sole recourse for compensation is through supplier(s). SECTION 5: INDEMNIFICATION Both parties agree to indemnify the other from any losses, claims, demands, liability, costs, or expenses stemming from any act or omission in connection with this Agreement. EXIGENT provides no warranty to the Client, and the Client agrees to indemnify EXIGENT against any claims made by the Client against supplier(s) for performance under any contract entered into between the Client and supplier(s). Village of Lemont Name: Q �qofQZe- Title: ` �� s� �ejh t— Dater Address for 418 Main St Notice: Lemont, IL 60439-3708 Phone: Exigent Solutions, LLC By: Name: Elia Streltsov Title: Principal Date: Address for 700 Milam Street, Suite 1300 - #2107 Notice: Houston, TX 77002 Phone: 713.829.3349 GUIDING POWER, SIMPLIFYING CHOICES www.exigentsolutions.net info@exigentsolutionsnet 713829.3349 700 Milam Street, Suire 1300 - #2107 Houston, TX 77002