R2012-194 AUTHORIZING EXECUTION OF A SERVICE AGREEMENT WITH THE LOWEST RESPONSIBLE BIDDER FOR THE SUPPLY OF ELECTRICITY

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TRI-PARTY FEE AGREEMENT This Fee Agreement ("Agreement") is entered into this 111h day of December, 2012 ("Effective Date"), by and among Homefield Energy ("Supplier'), Good Energy, L.P. ("Consultant"), and City of Decatur ("Municipality'), each of which may be referred to as a "Party" and collectively as"Parties". WHEREAS,Consultant is in the business of assisting municipalities with the selection of an alternative retail electric supplier("ARES") for an electric aggregation program,including but not limited to the issuance of Requests For Bids and the review of the responses to these requests;and WHEREAS, Municipality has retained Consultant to assist it with respect to its electric aggregation program (the "Program");and WHEREAS, Municipality will receive a fee from Supplier and has also agreed to pay a fee to Consultant for the assistance it provided;and[see 1 below] WHEREAS,Supplier is an ARES and was selected by Municipality to serve as the ARES for the Program;and WHEREAS,Supplier has entered into,or anticipates entering into, an agreement with Municipality with respect to the Program (the "Program Agreement");and WHEREAS, Municipality prefers for Supplier to collect and remit the fees due the Consultant from the Municipality in Suppliers general administration of the Program. NOW THEREFORE,in consideration of the mutual covenants and agreements set forth herein the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Fee. Municipality is to be paid$0.001 for each kWh delivered, invoiced and paid for by Participating Customers during the Term ("Municipality Fee"). "Participating Customers"means those residential and small commercial accounts that are eligible to participate in the Program pursuant to the Program Agreement,that do not opt-out of the Program, and are actually participating in the Program. The Parties agree that Supplier will to remit the Fee to the Municipality, pursuant to the terms of this Agreement,and payment of Municipality Fee constitutes the only financial obligation Supplier has to Municipality. 2. Fee. Municipality has agreed that Consultant is to be paid $0.00075 for each kWh delivered, invoiced and paid for by Participating Customers during the Term ("Consultant Fee"). "Participating Customers" means those residential and small commercial accounts that are eligible to participate in the Program pursuant to the Program Agreement,that do not opt-out of the Program, and are actually participating in the Program. The Parties agree that Supplier will collect the fee for the Municipality and to remit the Fee to Consultant, for Municipality, pursuant to the terms of this Agreement, and collection and remittance of the payment of Consultant Fee constitutes the only financial obligation Supplier has to ConsultanConsultant with respect to the Consultant Fee.t. 3. Payment of Fee. Payment to Municipality and Consultant will be made monthly by ACH to the account set forth in Schedule A hereto, provided that Supplier has received payment with respect to the electricity used by the Participating Customers. The Fee shall be paid by the last business day of the month based on revenue collected by Supplier with respect to each Participating Customer during the prior calendar month. For example, full payments received for thein January billing cycle will be paid by the end of the February billing cyclecalendar month. If Supplier Page 1 of 5