WPEC_Memorandum_of_Understanding.2025-2030.FINAL_.pdf

WESTERN PENNSYLVANIA ENERGY CONSORTIUM (“WPEC”)

2025-2030 MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MOU”) is entered into this ____________, by and between the undersigned (hereinafter each referred to as an “Entity” and collectively, the “Entities”).

WHEREAS, the Western Pennsylvania Energy Consortium (“WPEC”) is a cooperative effort of southwestern Pennsylvania local units of governments and nonprofit organizations that have leveraged their collective purchasing power since 2013 to reduce energy costs through economies of scale and has enabled flexible renewable energy purchase opportunities for WPEC Entities; and

WHEREAS, in 2020, the Entities agreed to a 5-year Memorandum of Understanding (“2020-2025

MOU”) to pursue an aggregated electricity purchasing strategy; and

WHEREAS, pursuant to the 2020-2025 MOU, WPEC has procured electricity supply via a dedicated PJM subaccount that is actively managed in consultation with an independent third-party subject matter expert (hereinafter “Energy Advisor”). The costs of the Energy Advisor’s portfolio management are shared amongst the Entities on a pro rata energy usage basis as determined and measured by the local electric distribution company in kilowatt hours; and

WHEREAS, the Entities, acting together, participate in on-going energy procurement supported by an Energy Advisor that assists WPEC take collaborative actions to achieve the following goals:

• Institutionalize and plan for ongoing energy procurement, and

• Support continuity by assisting with onboarding of new Entities, and

• Minimize energy and energy-related costs through actively managed procurement, and

• Enhance annual energy budget certainty, and

• Improve energy resilience by continuously increasing renewable energy procurement, and

• Maintain and grow WPEC membership.

WHEREAS, the Entities, acting together in pursuit of the goals enumerated above, should collectively encourage and continue to support fellow Entities, recognizing that accomplishment of these goals is only made possible by each Entity’s participation in WPEC.

NOW THEREFORE, the Entities state their non-binding intention to proceed as follows:

1. Responsibilities of Entities

A. The WPEC will be overseen by an Energy Committee (“Committee”) comprised of a minimum of seven (7) individuals representing WPEC Entities.

i. The City of Pittsburgh, County of Allegheny, Pittsburgh Water, University of Pittsburgh, and Sports & Exhibition Authority must each appoint an individual to represent their respective Entity on the Committee (hereinafter referred to as a “Committee Member”) as well as a designee to fulfill the duties of the Committee Member in the Committee

Member’s absence or disability.

ii. The City of Pittsburgh, County of Allegheny, Pittsburgh Water, University of Pittsburgh, and Sports & Exhibition Authority collectively select two (2) additional WPEC Entities that must each appoint a Committee Member, as well as a designee to fulfill the duties of the Committee Member in the Committee Member’s absence or disability.

B. Each Entity may establish its own process for appointing a Committee Member. A Committee

Member may be removed by the appointing Entity at any time with or without cause.

C. Committee Members must attend at least 75% of Committee meetings and WPEC quarterly meetings and shall actively share skills, knowledge, and time to support the goals of WPEC.

Committee Members that do not participate in Committee activities may be removed from the

Committee by a two-thirds vote by active Committee Members.

D. The primary responsibilities of the Committee, including but not limited to, roles, processes, and procedures, shall be developed and voted on by the Committee.

2. WPEC Meetings and Operations

A. WPEC will hold quarterly meetings arranged by the Committee for all WPEC Entities to review

WPEC's energy portfolio results, purchase strategies and energy forecasts, current and historic billing rates, working capital position, and receive energy market updates and review other energy matters as needed. Quarterly meetings must be attended by the Energy Advisor, notwithstanding an alternative decision made by the Committee.

B. For issues that require a vote to establish WPEC’s position, a quorum of Committee Members will be represented in order for voting to be valid. A quorum will be established by the representation of at least five (5) active Committee Members. In the instance of an absent or disabled Commitee Member, the designee from that same WPEC Entity will be considered the

Commitee Member.

C. Items that require a quorum of the Committee to vote include: energy procurement plans and cost management strategies; billing rates; excess working capital balance targets; selection of consultants, including but not limited to the selection of an Energy Advisor; selection of energy suppliers; approval of new WPEC Entities; alterations or additions to membership guidelines;

and/or other items as they arise that are determined to require a vote by the Committee as determined by the Committee.

D. Minutes of quarterly WPEC meetings must be kept by the Committee. The Energy Advisor’s report shall be distributed at the meetings and copies will be provided to those members not in attendance.

3. Cost Sharing Among Entities

A. Each Entity must share the costs of cooperative energy procurements and working capital balance management.

i. For purchases and procurements in which the services being performed are directly attributable to the quantity of energy being procured, each Entity will pay for the services on a pro rata basis, determined by that Entity’s percentage share of total energy procured by WPEC for the preceding twelve (12) months. If that Entity was not a WPEC member for the preceding twelve (12) months, substitute energy data for that entity shall be determined by the Energy Advisor, the Entity in question, and the Committee, and costs shall be allocated according to the substitute energy data.

ii. For purchases and procurements in which the services being performed are not directly proportional to the energy consumed by each Entity, each Entity will pay a pro rata share of the service fees based upon their historical energy usage utilizing the latest data available.

4. New Entities

A. WPEC membership requires that Entities must derive a significant portion of their funding from state or local government sources and/or be a nonprofit organization.

B. New Entities are eligible to join WPEC at any time, provided they:

i. meet WPEC membership guidelines, as approved by the Committee, and

ii. are approved by a majority vote of the Committee.

C. New Entities should pay pro rata contributions to the working capital balance via supply budget billing during their participation as a WPEC Entity, as determined by the Energy Advisor and approved by the voting members.

D. In connection with the admission of any new Entity, the Committee shall determine whether any amendments are required to this MOU, or other documents adopted by WPEC.

5. Exit from this MOU

A. To exit this MOU, an Entity should provide at least 180 days written notice to the Committee and to the Energy Advisor.

B. A Committee meeting should be conducted to discuss the disposition of any fixed rate financial commitments made on behalf of the Entity’s anticipated continued participation in WPEC.

C. Once an exit date has been confirmed, any required liquidation of fixed rate financial commitments will be undertaken, and the exiting member will be responsible for any loss on liquidations of those commitments.

D. The Committee will decide on how and when to dispose of any purchases made on the futures markets for the exiting Entity. The disposition of these purchases should not adversely affect any of the remaining participating Entities.

E. The exiting Entity should receive their pro rata contribution to the working capital balance via lower supply budget billing rates during the remaining months of their participation in the program, less any losses on liquidation of fixed rate financial commitments incurred by the termination of the Entity’s membership with the WPEC, as determined by the Energy Advisor in conjunction with the energy supplier and approved by the WPEC voting members.

6. Term, Modifications, and Applicable Law

A. The term of this MOU will begin on the date set forth above and be in effect for five (5) calendar years, or until the Entities revise or terminate this MOU.

B. The terms of this MOU should be reviewed by the Entities at least one (1) year prior to the procurement of a new electricity supply contract.

C. The terms of this MOU should be modified only upon a majority vote by the Committee.

D. No statement within this MOU is intended to conflict with applicable federal, state or local law.

E. If any provision(s) of this MOU are found to be inconsistent with such authority, then that provision will be invalid, but all remaining provisions, terms, and conditions of this MOU will remain in full force and effect.

F. This MOU will be governed in all respects by the laws of the Commonwealth of Pennsylvania without giving effect to its rules relating to conflicts of laws.

G. This MOU supersedes the 2020-2025 MOU, which is hereby terminated as of the effective date of this MOU.

H. This Agreement may be executed and delivered in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

7. Explicit Limitations of this Memorandum of Understanding (MOU)

A. No Partnership or Joint Venture. Nothing in this MOU or any action which may be taken pursuant to its terms is intended, or will be deemed, to establish a joint venture or partnership between the Entities. Except as set forth in this MOU, no Entity will have any express or implied right or authority to assume or create any obligations on behalf of, or in the name of, any other Entity, or to bind any other Entity to any contract, agreement, or undertaking with any third party.

B. Non-binding MOU. This Memorandum of Understanding is being signed by the Entities to evidence their in principle non-binding intentions. The Entities acknowledge that no legally binding obligations are intended to arise between them as a result of the signing of this document. Binding obligations are only intended to arise upon signing of the parties of a formal written agreement. Notwithstanding this clause, this MOU may be referenced to reflect the intention of the Entities in properly signed and authorized Agreement.

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2025 – 2030 WPEC Entity Listing

# WPEC Entity Names

1 Aspinwall Borough

2 Borough of Bellevue

3 Borough of West Homestead

4 Borough of Wilkinsburg

5 Brentwood Borough

6 City of Pittsburgh

7 County of Allegheny

8 Borough of East McKeesport

9 Edgewood Borough

10 Edgeworth Borough

11 Borough of Etna

12 Borough of Green Tree

13 Millvale Borough

14 Pittsburgh Water & Sewer Authority

15 Public Parking Authority of Pittsburgh

16 Sports & Exhibition Authority of Pittsburgh and Allegheny County

17 Urban Redevelopment Authority of Pittsburgh

18 Borough of West View

19 Borough of Wilmerding

20 Zoological Society of Pittsburgh

21 Heidelberg Borough

22 Borough of Forest Hills

23 Three Rivers Rowing Association

24 Beth Shalom Congregation

25 University of Pittsburgh

IN WITNESS HEREOF, the parties hereto acknowledge the foregoing terms and conditions and have executed this Memorandum of Understanding the day and year first above written.

ENTITY Name: __________________________________________________

By: __________________________________________________

Title: __________________________________________________

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