AMENDMENT NO. 2 TO THE LICENSE AND SOFTWARE SERVICES AGREEMENT (NON-EXCLUSIVE) BETWEEN THE CITY OF VERNON AND POWER SETTLEMENTS
CONSULTING AND SOFTWARE, LLC, A WHOLLY OWNED SUBSIDIARY OF YES
ENERGY, LLC FOR LICENSE AND SOFTWARE SERVICES
This Amendment No. 2 (Amendment) to that certain License and Software Services Agreement dated February 1, 2019 (Agreement), is made as of February 1, 2025, by and between the City of Vernon, a California charter City and California municipal corporation (Licensee), and Power Settlements Consulting and Software, LLC (hereinafter "POWER") a California limited liability company and wholly owned subsidiary of Yes Energy, LLC.
The Licensee and POWER agree as follows:
RECITALS
A. Licensee and POWER entered into an Agreement, as amended, dated February 1, 2019, which sets out the terms and conditions of Licensee's use and Software services of the Software for Licensee to manage its CAISO data.
B. Licensee and POWER desire to amend the Agreement to extend the Term of the Agreement in Section 9.1 for an additional three-year period effective February 1, 2025, for a total amount not to exceed $303,440.
C. Effective April 11, 2024, Power Settlements Consulting and Software, LLC became a wholly owned subsidiary of Yes Energy, LLC.
D. Licensee and POWER desire to amend the Agreement as a result of such acquisition.
NOW, THEREFORE, the parties to this Amendment No. 2 agree as follows:
Effective as of February 1, 2025, the Agreement is hereby renewed for an additional three-year period beyond the Initial Term, and the Renewal Term (as defined below) will commence on February 1, 2025 and continue until January 31, 2028.
2. The total CAISO Software Services Fees payable by Licensee to YES Energy, LLC pursuant to Section 5.3 of the Agreement during the Renewal Term of this Amendment No. 2, from February 1, 2025, to January 31, 2028, shall not exceed the amount of Three Hundred Three Thousand Four Hundred and Forty Dollars ($303,440), without prior City Council approval and written amendment of the Agreement.
3. Section 9.1 of the Agreement is hereby amended and restated as follows:
9.1 Term of Agreement. The renewal term ("Renewal Term") of this Agreement shall commence on February 1, 2025, and shall continue until 11:59 p.m. Pacific Prevailing Time on January 31, 2028. The Software License Fees and the CAISO Software Services Fees provided for under this Agreement are fully earned by YES when due and payable hereunder and not subject to refund or offset notwithstanding the early termination of this Agreement by either YES or Licensee.
Power Settlements Consulting and Software, LLC
Amendment No. 2
4. All rights, title and interests in and to Article 5 Payments, of the Agreement have transferred to Yes Energy, LLC.
Agreement sha be rep aced veir es Emerty, Ld Software, LLC" in Article 5 of the Under Section 12.4 of the Agreement, Power Settlements Consulting and Software, LLC provides notice that its address for formal notices and requests has changed to:
Yes Energy LLC
Mailing Address 1877 BROADWAY STE 606, BOULDER, CO, US
Attention: Pat Benner
Telephone No.: (303) 993 2773
Email Address: [email protected]
Except as expressly modified by this Amendment No. 2, all provisions of the Agreement shall remain in full force and effect.
The provisions of this Amendment No. 2 shall constitute the entire agreement of the parties with respect to the subject matter included in this Amendment No. 2 and shall supersede any other agreement, understanding, or arrangement, whether written or oral, between the parties with respect to the subject matter of this Amendment No. 2.
9. The person or persons executing this Amendment No. 2 on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment No. 2 on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder.
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Power Settlements Consulting and Software, LLC
Amendment No. 2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date stated in the introductory clause.
City of Vernon, a California Charter City and Power Settlements Consulting and California municipal corporation Software, LLC, a California limited liability company and wholly owned
subsidiary of Yes Energy, LLC
Daniel Calleros, Interim City Administrator Pat Benne
By:
ATTEST: Name: Pat Benner
Title: CFO
Yonnie Parker, Deputy City Clerk
APPROVED AS TO FORM:
Zaynah N. Moussa, City Attorney
YES Energy, LLC, a Colorado limited liability company
By: Pat Banner
Name:_Pat Benner
Title: CFO