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3.06 3.6 AGREEMENTS\Constellation-Power Sale tluu MEGA Program—1-25-16 RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND CONSTELLATION ENERGY SERVICES OF NEW YORK, INC., FOR POWER SALE RESOLUTION NO.: ,2016 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 227.2013, the Queensbury Town Board authorized an Amendment to Power Sale Agreement between the Town of Queensbury and Integrys Energy Services of New York through the MEGA Program in an effort to reduce energy costs, and WHEREAS, by Resolution No.: 177,2014, the Town Board renewed its Agreement between the Town and Integrys Energy Services of New York, and WHEREAS, the Town wishes renew such Agreement with Constellation (formally known as Integrys) Energy Services of New York, Inc., through November 9th, 2018 to continue its effort to reduce energy costs, and WHEREAS, proposed Confirmation Agreements have been presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes the Confirmation Agreements between the Town of Queensbury and Constellation Energy Services of New York, Inc., substantially in the form presented at this meeting and authorizes and directs the Town Supervisor to execute the Agreements, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Town Water Superintendent/Wastewater Director, Town Counsel and/or Town Budget Officer to take such other and further action as may be necessary to effectuate the terms of this Resolution. Duly adopted this 25th day of January, 2016, by the following vote: AYES NOES ABSENT : 2 Contract ID#1844427 CUSTOMER DISCLOSURE STATEMENT See Pricing section of an effective Confirmation below. d or Variable: Fixed rates or variable methodology is described below, as applicable. Price Term: The initial Delivery Period for each Account shall begin on the first meter read occurring on or after 12/10/2016 subject to the applicable Utility's confirmation of enrollment with Seller("Start Date").The initial Delivery Period shall continue through the latest meter read date that occurs on or before 11/09/2018("End Date").The Parties acknowledge that the dates provided are based on the applicable Utility's read schedules, and actual meter read dates may vary. Renewal: After the initial Delivery Period, service shall continue on a billing cycle-to-billing cycle basis based on the applicable Real-Time NYISO hourly locational based marginal price at the applicable load zone(A) (1) in accordance with the methodology described in the Agreement or, (2)if not described at a variable market rate reasonably determined by Seller plus(B)a holdover fee of 0.0045 unless(i)terminated by either Party giving 30 days written notice prior to the end of the initial Delivery Period noted above, or (ii) Buyer and Seller agree to alternate Pricing as evidenced by a fully executed Confirmation for the relevant Delivery Period.After the initial Delivery Period,service continuing on a billing cycle-to-billing cycle basis may be terminated by either Party giving 30 days written notice to the other Party. Rescission Process: As a commercial or industrial customer(rather than a residential customer),once Buyer signs the Confirmation, Buyer does not have a right to rescind without early termination fees. Savings: Savings are not guaranteed. Termination Fee and Termination fees may apply. The method for calculating early termination fees is described in the Method of Agreement. Calculation: Late Payment Fees If Seller Billing(Dual Billing)is elected,payments not received by the Due Date are deemed past due and Method of and shall accrue interest on the unpaid balance from the due date until payment is received at a rate of Calculation: 1.5%per month, provided that such rate does not exceed the maximum rate allowed by law, compounded daily from the Due Date until the same is paid. If Utility Single Bill Billing (Utility • Consolidated Billing)is utilized, payments shall be subject to the applicable utility rules regarding billing and payment procedures. *This Customer Disclosure Statement has been provided pursuant to the New York Uniform Business Practices and is meant to be an abridged summary of our agreement. This Customer Disclosure Statement is not meant to cover all of the terms of our agreement and reading this Customer Disclosure Statement should not be a substitute for reading the Agreement and Confirmation in full. Please see the complete Agreement and Confirmation for all applicable terms and conditions. • CustomerNo:2300853 Page 1 of 5 Contract ID#1844427 CONFIRMATION lte Confirmation dated 1/13/2016 is made a part of, and pursuant to terms of,the Agreement between Buyer and Seller ified herein. SELLER: Constellation Energy Services BUYER:Town of Queensbury of New York,Inc. NOTICES: NOTICES: INVOICES: 3556 Lake Shore Rd 742 Bay Road 742 Bay Road Suite 420 QUEENSBURY, NY 12801 QUEENSBURY, NY 12801 Buffalo, NY 14219 Attn:John Strough Attn: Barbara Tierney Attn:Account Management Phone: (518)761-8200 Phone: (518)761-8241 Phone: (888) 649-4464 Fax: Fax: Fax: (716) 826-9725 Email:johns @queensbury.net Email: barbarat@queensbury.net Email:TEGEAMNY @constellation.com QUANTITY All usage associated with the Accounts listed below, as determined by the Utility and adjusted by Seller to include distribution losses for delivery purposes. DELIVERY POINT For each Account below,the interconnect between the applicable ISO's transmission system and the applicable Utility's distribution system. BILLING Seller Billing (Dual Billing) I ❑ Utility Single Bill Billing (Utility Consolidated Billing) FIXED AND INDEX Fixed Energy Pricing: PRICING For each hour in any applicable Fixed Quantity Period(s), Buyer shall pay a Fixed Energy Charge per Account,which shall equal (i)the Account's applicable Fixed Energy Rate(s)per kilowatt-hour(kWh), multiplied by(ii)the Account's applicable Fixed Quantity(ies) in kilowatts(kW).The Parties acknowledge that they may agree to Fixed Quantity Period(s), Fixed Energy Rate(s) and Fixed • Quantity(ies)after the date of this Confirmation via a supplemental Confirmation signed by both Parties. Index Energy Pricing: In the event of a positive difference between Account's hourly usage and any applicable Fixed Quantity (ies)for that hour("Positive Difference"), Buyer shall pay an Index Energy Charge,which shall equal (i) the price for the applicable Index identified below for such hour per kWh, multiplied by(ii)the Positive Difference. In the event of a negative difference between Account's hourly usage and the Fixed Quantity(ies)for that hour("Negative Difference"), Buyer shall receive an Index Energy Credit,which shall equal (i)the price for the applicable Index identified below for such hour per kWh, multiplied by(ii) the Negative Difference. Distribution Losses: The price for the applicable Index will be adjusted by Seller,where applicable, by a distribution loss factor as determined by the applicable Utility tariff. Definitions: a)"Day-Ahead"means the applicable Day-Ahead NYISO hourly locational based marginal price at the applicable load zone. b)"On-Peak"means the hours from 7:00 am to 11:00 pm (the hour ending 0800 through the hour ending 2300)prevailing local time(at Account location) Monday through Friday, except for North American Electric Reliability Council holidays. "Off-Peak"means all hours in the billing cycle not defined as On-Peak. c)"Real-lime"means the applicable Real-Time NYISO hourly locational based marginal price at the applicable load zone. • Page 2 of 5 Contract ID#1844427 ENERGY ADDER For each billing cycle, Buyer shall pay an Energy Adder Charge per Account,which shall equal (i)the PRICING Energy Adder below per kilowatt-hour(kWh), multiplied by(ii)the Account's billing cycle usage. Buyer acknowledges that the Energy Adder has been established based on each Account's forecasted installed capacity(ICAP) requirement that is set forth below as the"Forecasted ICAP Requirement". Notwithstanding the foregoing, for each billing cycle, Buyer shall receive a$/kWh charge or credit based on (a)the difference between an Account's actual ICAP requirement as determined by the applicable Utility for such billing cycle and the Forecasted ICAP Requirement below and(b)the applicable, effective NYISO Spot auction rate(s)adjusted by Seller in accordance with NYISO methodology. DELIVERY PERIOD The initial Delivery Period for each Account shall begin on the first meter read occurring on or after 12/10/2016 subject to the applicable Utility's confirmation of enrollment with Seller("Start Date").The initial Delivery Period shall continue through the latest meter read date that occurs on or before 11/9/2018("End Date").The Parties acknowledge that the dates provided are based on the applicable Utility's read schedules,and actual meter read dates may vary. RENEWAL After the initial Delivery Period, service shall continue on a billing cycle-to-billing cycle basis based on the applicable Real-Time NYISO hourly locational based marginal price at the applicable load zone (A) (1)in accordance with the methodology described in the Agreement or, (2)if not described, at a variable market rate reasonably determined by Seller, plus(B)a holdover fee of 0.0045 unless (i) terminated by either Party giving 30 days written notice prior to the end of the initial Delivery Period noted above,or(ii) Buyer and Seller agree to alternate Pricing as evidenced by a fully executed Confirmation for the relevant Delivery Period.After the initial Delivery Period, service continuing on a billing cycle-to-billing cycle basis may be terminated by either Party giving 30 days written notice to the other Party. SPECIAL CONDITIONS Unmetered usage and non-interval metered usage shall be allocated in Seller's reasonable discretion into hourly periods based on the applicable Utility's class average data. The Agreement noted above takes the form of a Master Retail Electricity Supply Agreement or Power Sale Agreement between the Parties noted herein. For any Fixed Quantity Period not stated as a calendar month (i.e., month/year) below,the Fixed Quantity Period shall commence and/or terminate in accordance with the following rules: • 1. If a Fixed Quantity Period commences after the first day of a calendar month,the Fixed Quantity Period shall commence on the later of the actual meter read in the month stated or the date listed as the start date of the Fixed Quantity Period below. 2. If a Fixed Quantity Period terminates before the last day of a calendar month,the Fixed Quantity Period shall terminate on the earlier of the actual meter read date in the month stated or the date listed as the end date of the Fixed Quantity Period below. Notwithstanding the foregoing, an Account's Fixed Quantity Period shall neither commence sooner than the start of the Account's initial Delivery Period nor extend past the end of the Account's initial Delivery Period. Buyer acknowledges that the pricing herein includes a negotiated fee paid to third party intermediaries involved in the negotiation and execution of this Confirmation. Buyer acknowledges that the intermediary is not an agent of Seller and,thus, is not authorized to bind or represent Seller. Energy Adder in $/kWh 0.01344 Index Real-Time • Page 3 of 5 Contract ID#1844427 ACCOUNT INFORMATION 41#/PO D#ount Utility Service Address Forecasted c ICAP Requirement in _ 5124036107 NGRID 823 CORINTH RD QUEENSBURY, NY 416.53000 12804 Fixed Energy Fixed Energy On-Peak Fixed Off-Peak Fixed Rate for the On- Rate for the Off- Fixed Quantity Period* Peak Fixed Peak Fixed Quantity in kW Quantity in kW Quantity in Quantity in $/kWh $/kWh December 10,2016 through December 225.00 225.00 0.04767 0.04767 31, 2016 Jan 2017 250.00 225.00 0.04767 0.04767 Feb 2017 250.00 250.00 0.04767 0.04767 Mar 2017 250.00 250.00 0.04767 0.04767 Apr 2017 250.00 250.00 0.04767 0.04767 May 2017 225.00 250.00 0.04767 0.04767 Jun 2017 275.00 300.00 0.04767 0.04767 D Jul2017 325.00 325.00 0.04767 0.04767 C) p Aug 2017 300.00 325.00 0.04767 0.04767 c Z Sep 2017 275.00 250.00 0.04767 0.04767 Oct 2017 200.00 200.00 0.04767 0.04767 III Nov 2017 225.00 200.00 0.04767 0.04767 Dec 2017 225.00 225.00 0.04767 0.04767 Jan 2018 250.00 225.00 0.04767 0.04767 Feb 2018 250.00 250.00 0.04767 0.04767 Mar 2018 250.00 250.00 0.04767 0.04767 Apr 2018 250.00 250.00 0.04767 0.04767 May 2018 225.00 250.00 0.04767 0.04767 Jun 2018 275.00 300.00 0.04767 0.04767 Jul2018 325.00 325.00 0.04767 0.04767 Aug 2018 300.00 325.00 0.04767 0.04767 Sep 2018 275.00 250.00 0.04767 0.04767 Oct 2018 200.00 200.00 0.04767 0.04767 November 1, 2018 through November 225.00 200.00 0.04767 0.04767 9,2018 • Page 4 of 5 Contract ID#1844427 =. 3-�..� Buyer agrees that by signing below, Buyer authorizes Seller to begin enrollment and initiate service. This Confirmation e Agreement is effective as of the date signed by Seller. ler: Constellation Energy Services of New York, I Buyer: Town of Queensbury Inc. By: By: Name: Name: Title: Title: Date: Date: Once executed,please return this Confirmation to Constellation Energy Services of New York,Inc. by facsimile to(443) 213-6128 or by e-mail to newyorkpricing @constellation.com • • Page 5 of 5 Contract ID#1844428 CUSTOMER DISCLOSURE STATEMENT 410: See Pricing section of an effective Confirmation below. Fixed or Variable: Fixed rates or variable methodology is described below, as applicable. Price Term: The initial Delivery Period for each Account shall begin on the first meter read occurring on or after 12/04/2016 subject to the applicable Utility's confirmation of enrollment with Seller("Start Date").The initial Delivery Period shall continue through the latest meter read date that occurs on or before 11/03/2018("End Date").The Parties acknowledge that the dates provided are based on the applicable Utility's read schedules, and actual meter read dates may vary. Renewal: After the initial Delivery Period, service shall continue on a billing cycle-to-billing cycle basis based on the applicable Real-Time NYISO hourly locational based marginal price at the applicable load zone(A) (1)in accordance with the methodology described in the Agreement or, (2) if not described at a variable market rate reasonably determined by Seller plus (B)a holdover fee of 0.005 unless(i)terminated by either Party giving 30 days written notice prior to the end of the initial Delivery Period noted above, or (ii) Buyer and Seller agree to alternate Pricing as evidenced by a fully executed Confirmation for the relevant Delivery Period.After the initial Delivery Period,service continuing on a billing cycle-to-billing cycle basis may be terminated by either Party giving 30 days written notice to the other Party. Rescission Process: As a commercial or industrial customer(rather than a residential customer),once Buyer signs the Confirmation, Buyer does not have a right to rescind without early termination fees. Savings: Savings are not guaranteed. Termination Fee and Termination fees may apply.The method for calculating early termination fees is described in the Method of Agreement. Calculation: Late Payment Fees If Seller Billing(Dual Billing) is elected, payments not received by the Due Date are deemed past due and Method of and shall accrue interest on the unpaid balance from the due date until payment is received at a rate of Calculation: 1.5%per month, provided that such rate does not exceed the maximum rate allowed by law, compounded daily from the Due Date until the same is paid. If Utility Single Bill Billing (Utility • Consolidated Billing)is utilized, payments shall be subject to the applicable utility rules regarding billing and payment procedures. This Customer Disclosure Statement has been provided pursuant to the New York Uniform Business Practices and is meant to be an abridged summary of our agreement. This Customer Disclosure Statement is not meant to cover all of the terms of our agreement and reading this Customer Disclosure Statement should not be a substitute for reading the Agreement and Confirmation in full. Please see the complete Agreement and Confirmation for all applicable terms and conditions. • CustomerNo: 2300853 Page 1 of 4 Contract ID#1844428 CONFIRMATION mik Confirmation dated 1/13/2016 is made a part of,and pursuant to terms of,the Agreement between Buyer and Seller ified herein. SELLER: Constellation Energy Services BUYER:Town of Queensbury of New York,Inc. NOTICES: NOTICES: INVOICES: 3556 Lake Shore Rd . 742 Bay Road 742 Bay Road Suite 420 QUEENSBURY, NY 12801 QUEENSBURY, NY 12801 Buffalo, NY 14219 Attn:John Strough Attn: Barbara Tierney Attn: Account Management Phone: (518)761-8200 Phone: (518)761-8241 Phone: (888)649-4464 Fax: Fax: Fax: (716) 826-9725 Email:johns @queensbury.net Email: barbarat @queensbury.net Email:TEGEAMNY©constellation.com QUANTITY All usage associated with the Accounts listed below, as determined by the Utility and adjusted by Seller to include distribution losses for delivery purposes. DELIVERY POINT For each Account below,the interconnect between the applicable ISO's transmission system and the applicable Utility's distribution system. BILLING El Seller Billing (Dual Billing) I r` Utility Single Bill Billing(Utility Consolidated Billing) FIXED PRICING For each billing cycle, Buyer shall pay a Fixed Charge per Account,which shall equal(i)the Fixed Rate below per kilowatt-hour(kWh), multiplied by(ii)the Account's billing cycle usage. DELIVERY PERIOD The initial Delivery Period for each Account shall begin on the first meter read occurring on or after 12/4/2016 subject to the applicable Utility's confirmation of enrollment with Seller("Start Date').The initial Delivery Period shall continue through the latest meter read date that occurs on or before 11/3/2018("End Date").The Parties acknowledge that the dates provided are based on the applicable Utility's read schedules, and actual meter read dates may vary. EWAL After the initial Delivery Period, service shall continue on a billing cycle-to-billing cycle basis based on the applicable Real-Time NYISO hourly locational based marginal price at the applicable load zone(A) (1) in accordance with the methodology described in the Agreement or, (2)if not described, at a variable market rate reasonably determined by Seller, plus(B)a holdover fee of 0.005 unless (i)terminated by either Party giving 30 days written notice prior to the end of the initial Delivery Period noted above, or(ii) Buyer and Seller agree to alternate Pricing as evidenced by a fully executed Confirmation for the relevant Delivery Period.After the initial Delivery Period,service continuing on a billing cycle-to-billing cycle basis may be terminated by either Party giving 30 days written notice to the other Party. SPECIAL Unmetered usage and non-interval metered usage shall be allocated in Seller's reasonable discretion CONDITIONS into hourly periods based on the applicable Utility's class average data. The Agreement noted above takes the form of a Master Retail Electricity Supply Agreement or Power Sale Agreement between the Parties noted herein. Buyer acknowledges that the pricing herein includes a negotiated fee paid to third party intermediaries involved in the negotiation and execution of this Confirmation. Buyer acknowledges that the intermediary is not an agent of Seller and, thus, is not authorized to bind or represent Seller. (Fixed Rate in$/kWh 10.06114 Utility Account#/POD ID# Utility Service Address 0777065004 NGRID 1163 STATE ROUTE 9 QUEENSBURY, NY 12804 3468008007 NGRID 435 QUEENSBURY AVE Queensbury, NY 12804 4821372109 NGRID MEADOWBROOK RD QUEENSBURY, NY 12804 4881372107 NGRID MEADOWBROOK RD QUEENSBURY, NY 12804 ,015012 NGRID 19 STONE QUARRY RD QUEENSBURY, NY 12804 0123087007 NGRID 223 QUAKER RD QUEENSBURY, NY 12804 0158898107 NGRID 118 GURNEY LN QUEENSBURY, NY 12804 Page 2 of 4 Contract ID#1844428 0215005002 NGRID 1412 LAKE GEORGE RD QUEENSBURY, NY 12804 0307168010 NGRID 20 WEEKS RD QUEENSBURY, NY 12804 •004002 NGRID AVIATION RD QUEENSBURY, NY 12804 0453881108 NGRID CLEVERDALE LD QUEENSBURY, NY 12804 0493881100 NGRID SOUTH QUEENSBURY QUEENSBURY, NY 12804 0837139018 NGRID 4 WILLOWBROOK DR QUEENSBURY, NY 12804 0964600011 NGRID MAIN ST QUEENSBURY, NY 12804 1136804004 NGRID 133 JENKINSVILLE RD QUEENSBURY, NY 12804 1457047005 NGRID 00 QUAKER RD QUEENSBURY, NY 12804 2209037107 NGRID 551 AVIATION RD QUEENSBURY, NY 12804 2223107008 NGRID AVIATION RD QUEENSBURY, NY 12804 2377969001 NGRID QUAKER RD QUEENSBURY, NY 12804 2668139037 NGRID QUAKER RIDGE BLVD QUEENSBURY, NY 12804 3039099103 NGRID 155 JENKINSVILLE RD QUEENSBURY, NY 12804 3384613015 NGRID MAIN ST QUEENSBURY, NY 12804 3471434100 NGRID 51 QUAKER RD QUEENSBURY, NY 12804 3490472013 NGRID CORINTH RD QUEENSBURY, NY 12804 3839099109 NGRID 129 JENKINSVILLE RD QUEENSBURY, NY 12804 3953663103 NGRID PINEWOOD AVE QUEENSBURY, NY 12804 111881102 NGRID FT AMHERST GARR QUEENSBURY, NY 12804 1434105 NGRID 786 LUZERNE RD QUEENSBURY, NY 12804 5003809108 NGRID 363 BIG BAY RD QUEENSBURY, NY 12804 5281372106 NGRID MEADOWBROOK RD QUEENSBURY, NY 12804 5361372102 NGRID 313 QUAKER RD QUEENSBURY, NY 12804 5473880102 NGRID NORTH QUEENSBURY QUEENSBURY, NY 12804 5484042010 NGRID MAIN ST QUEENSBURY, NY 12804 6034035102 NGRID 284 QUEENSBURY AVE QUEENSBURY, NY 12804 6382578105 NGRID 742 BAY RD QUEENSBURY, NY 12804 6471433106 NGRID 21 QUAKER RD QUEENSBURY, NY 12804 6582578109 NGRID 742 BAY RD QUEENSBURY, NY 12804 7342578104 NGRID 0 QUAKER RD QUEENSBURY, NY 12804 7519098113 NGRID 195 SUNNYSIDE RD QUEENSBURY, NY 12804 8104825003 NGRID 94 MAIN ST QUEENSBURY, NY 12804 8642578101 NGRID 742 BAY RD QUEENSBURY, NY 12804 8971434105 NGRID 640 GLEN ST QUEENSBURY, NY 12804 8991434101 NGRID 29 NORTH RD QUEENSBURY, NY 12804 9173882104 NGRID WEST QUEENSBURY QUEENSBURY, NY 12804 0881108 NGRID QUAKER RD QUEENSBURY, NY 12804 9513881109 NGRID BAY RD GLENS FALLS, NY 12801 9513881110 NGRID RICHARDSON ST QUEENSBURY, NY 12804 Page 3 of 4 Contract ID#1844428 • 9513881111 NGRID QUAKER RD QUEENSBURY, NY 12804 9513881112 NGRID QUAKER RD QUEENSBURY, NY 12804 03881113 NGRID QUAKER RD QUEENSBURY, NY 12804 9513881114 NGRID QUAKER RD QUEENSBURY, NY 12804 9513881116 NGRID AVIATION RD Glens Falls, NY 12801 9513881117 NGRID BAY RD GLENS FALLS, NY 12801 9628539005 NGRID LUZERNE RD QUEENSBURY, NY 12804 9811433109 NGRID 81 GLENWOOD AVE QUEENSBURY, NY 12804 9953878100 NGRID LIGHTING DISTRICT QUEENSBURY, NY 12804 2038898101 NGRID 823 W MOUNTAIN RD QUEENSBURY, NY 12804 9437678100 NGRID CLARK ST QUEENSBURY, NY 12804 0943809103 NGRID RIDGE RD QUEENSBURY, NY 12804 0563809101 NGRID RIDGE RD QUEENSBURY, NY 12804 1003809104 NGRID RIDGE RD QUEENSBURY, NY 12804 5604036101 NGRID 64 LUZERNE RD QUEENSBURY, NY 12804 Buyer agrees that by signing below, Buyer authorizes Seller to begin enrollment and initiate service. This Confirmation to the Agreement is effective as of the date signed by Seller. Seller: Constellation Energy Services of New York, I Buyer: Town of Oueensbury Inc. • By: Name: Name: Title: Title: Date: Date: Once executed,please return this Confirmation to Constellation Energy Services of New York,Inc. by facsimile to (443)213-6128 or by e-mail to newyorkpricing @constellation.com • Page 4 of 4 II 1 tegrys". e,b,gy..M� ory CUSTOMER DISCLOSURE STATEMENT Agreement Term: This Agreement shall commence as of the date on page 2("Effective Date")and remain in effect, subject to termination rights provided for herein,until terminated by either Party in a manner that is not inconsistent with an effective Confirmation. (See Section 11) _ Price: See Pricing section of an effective Confirmation • Price Term: See Delivery Period section of an effective Confirmation Renewal: See Renewal section of an effective Confirmation Process for With respect to any Delivery Period set forth on an effective Confirmation, if either Party commits an Termination of the Event of Default(the"Defaulting Party"),then the Party not committing the Event of Default("Non- Agreement by Seller Defaulting Party")shall have the right to suspend service and/or terminate this Agreement and the or Buyer: applicable Confirmation(or all Confirmations if more than one)and the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to,as its exclusive remedy,early termination damages arising .. out of the Event of Default as reasonably calculated by Seller("Early Termination Damages").(See Section VI)Seller will provide Buyer with at least fifteen (15)calendar days notice prior to any termination or suspension of Seller's sale of Energy under this Agreement.Buyer may terminate this Agreement and/or any effective Confirmation by contacting Seller In writing at the address on any effective Confirmation,provided however, Early Termination Damages may apply if the Delivery Period on the effective Confirmation has not expired. Savings: Savings are not guaranteed. • Termination Fee and If Buyer commits an Event of Default and the price for the re-sale of energy,capacity and other 1 Method of components at which Seller re-sells or could re-sell,less any associated costs reasonably incurred by Calculation: Seller,is less than the amount that would have been paid under the applicable Confirmation,then • byi Buyer the shalt rema pay Seller Early Termination Damages in the amount of such positive difference multiplied ining quantity for which a fixed price,or fixed price component, was established. Unless a faced quantity appears on the applicable Confirmation,for the purposes of determining the"remaining quantity"in calculating Early Termination Damages,Seller's forecasted quantity for the remaining portion of the Delivery Period(s)shall be used,with such forecasted quantity being derived by Seller from the Account(s)'historical usage as of the date of the Confirmation). In determining the price at which Seller could re-sell the power,Seller may consider quotations for replacement transactions supplied by one or more third parties and relevant market data supplied by one or more third parties or internal sources,provided that information from internal sources must be of the same type used by Seller in the regular course of its business for the valuation of similar transactions.Seller shall act in good faith and in a commercially reasonable manner when determining the price at which power could have been resold. Late Payment Fees If Seller Billing or Seller Single Bill Billing is utilized,payments not received by the Due Date are and Method of deemed past due and shall accrue interest on the unpaid balance from the due date until payment is Calculation: received at a rate of 1.5%per month ("Interest Rate"),provided that such rate does not exceed the maximum rate allowed by law,compounded daily from the Due Date until the same is paid. if Utility Single Bill Billing is utilized,payments shall be subject to the applicable utility rules regarding billing and payment procedures.(See Section IV.) • • Integrys PSA 12/2012 1 of 6 • POWER SALE AGREEMENT This Power Sale Agreement("Agreement"),dated as of 5/7/2013(the"Effective Date"),is made by and between integrys ergy Services of New York,Inc.("Seller")and Town of Queensbury("Buyer").Seller and Buyer are hereinafter sometimes erred to individually as"Party"and collectively as"Parties".Capitalized terms used herein will have the meanings ascribed to them herein or in any Rider or Confirmation. Section is Price, Seller agrees to sell and schedule for delivery,and Buyer agrees to purchase and receive electricity Quantity, Delivery and,as applicable,capacity,ancillary services,and other components(collectively"Energy")at the Point,Accounts, Delivery Point,In a Quantity,at a Price,for the Accounts and Delivery Period as provided on any Service Level,and effective Confirmation.A Confirmation shall be"effective"for purposes of this Agreement when it has Delivery Period been fully executed by the Parties. Energy shall be provided on a Firm basis."Firm"means that either Party shall be relieved of Its obligations to sell and schedule or purchase and receive without liability only to the extent prevented by Force Majeure(as defined in Section VIII hereof).If no effective Confirmation is in effect,there shall be no obligation to sell and schedule or purchase and receive Energy under this Agreement. Section II:Term This Agreement shall commence as of the Effective Date and remain in effect,subject to termination rights provided for herein,until terminated by either Party in a manner that is not inconsistent with an • effective Confirmation.Notwithstanding the Effective Date of this Agreement,the obligations to sell and schedule and purchase and receive Energy shall be in accordance with the Delivery Period designated on any effective Confirmation. Notwithstanding anything to the contrary,termination of this Agreement by a Party will In no way affect(a)the obligations of the Parties with respect to effective Confirmations already entered into,which shall survive according to their terms along with all provisions of this Agreement(as they may apply)unless such Confirmations have been terminated pursuant to this Agreement,and(b)shall not relieve the other Party from an obligation under this Agreement to pay money due that was incurred prior to termination (including without limitation Early Termination Damages). Section III: Changes Seller's charges include tariff charges that are set forth by the applicable utility,transmission provider, in Tariff or Law Regional Transmission Organization("RTO")or Independent System Operator(ISO")(e.g. Midwest ISO,New York ISO,PJM Interconnection,or ISO New England,or any successors to such entities having jurisdiction),the Federal Energy Regulatory Commission("FERC"), and/or any other state or governmental agency having jurisdiction(each an"Authorized Entity").Seller may pass through to Buyer,without markup,(i)any increase or decrease in such tariff charges or(II)other Increase or decrease in Seller's cost to provide Energy that result from an addition to,a change in,or change in interpretation by an Authorized Entity of,or change in administration by an Authorized Entity of,tariffs, operating protocols,laws,regulations,or other requirements of an Authorized Entity,as applicable.Any such addition to or increase in costs shall be Buyer's obligation. Section IV: Billing A. Utility Single Bill Billing and Payment If an effective Confirmation indicates that'Utility Single Bill Billing'will apply, Buyer will be invoiced for Seller's charges and the Utility's delivery charges by the utility(ies)on the invoice(s)Buyer receives from its utility(ies),and such billing and payment shall be subject to the applicable utility rules regarding billing and payment procedures.Notwithstanding the election of'Utility Single Biil.Billing'on any effective Confirmation,any of Seller's charges or credits not invoiced through the utility shall be invoiced or credited,respectively,directly by Seller, in accordance with Section IV(B). B.Seller Billing If an effective Confirmation indicates that'Seller Billing'will apply,Buyer will be invoiced by Seller for Seller's charges payable by Buyer through the last day of the billing cycle,and Buyer will be Invoiced for the Utility's delivery charges by its applicable utlilty(ies).Seller's invoice may be sent to the address (or facsimile number or e-mail address,as applicable)listed on an effective Regional Rider, Confirmation or otherwise.Seller may Invoice Buyer based upon the estimated quantity delivered, which will be adjusted to the actual quantity on a subsequent invoice.Buyer shall make payments according to invoice instructions and shall pay invoices over$50,000 by wire transfer or ACH. Buyer shall remit the amount due on or before 15 calendar days after the invoice date("Due Date").Payments • not received bythe Due Date are deemed past due and shall accrue interest on the unpaid balance from the due date until payment is received at a rate of 1.5%per month ("interest Rate"),provided that such rate does not exceed the maximum rate allowed by law,compounded daily from the Due Date until the same is paid.If Buyer,in good faith,disputes the amount of any Invoice,Buyer shall pay such amount as it concedes to be correct by the Due Date and,along with its payment,provide Seller with documentation to support the amount disputed. Upon determination of the correct amount,any amount owed shall be paid within 15 calendar days of resolution of the dispute with interest at the Interest Rate. All invoices and billings are conclusively presumed final and accurate unless such invoices or billings are objected to by either Party in writing, including adequate explanation and/or documentation,within 24 months after the date such invoice was rendered,provided however, Seller may rebill based on post-period audits or adjustments made by the Authorized Entity.Any and all adjustments under this Section iV(B)shall be paid in full by the owing Party within 30 calendar days after the invoice date for Integrys PSA 12/2012 2 of 6 such charges.In the event the owing Party fails to make payment in accordance with this Section IV(B), the owing Party shaU also be responsible for all reasonable costs of collection,including attorneys'fees. C.Seller Single Bill Billing If an effective Confirmation indicates that'Seller Single Bill Billing'will apply,then Buyer will be invoiced for Seller's charges and the Utility's delivery charges by Seller on the invoice(s)Buyer receives from Seller,and such billing and payment shall be subject to Section IV(B)above. D.Taxes Any tax levied against Seller by any governmental entity,exclusive of Seller's income tax or taxes levied on Seller's real or personal property,that must be paid by Seller shall be passed through to and borne and reimbursed by Buyer. If Seller does not receive a signed certificate(s)of exemption,Seller is required by law to levy sales tax on its invoices to Buyer,and remit the money to the appropriate authority. Section V:Adequate Buyer(i)agrees to provide Seller with required information,including pertinent financial information and Assurance other information required for Seller to assess Buyer's financial position,and(ii)authorizes the applicable utility,credit reporting agencies,trade references,and other relevant parties to release data to Seller relating to Buyer's billing,usage,and credit data with such authorization enduring for the term of this Agreement.If Seller concludes in its sole discretion that reasonable grounds for insecurity of Buyer's payment exist,Buyer will provide Adequate Assurance within 3 business days of Seller's request."Adequate Assurance"means sufficient security in a form,amount,from an issuer,and for a term,all as acceptable to Seller. Section Vi:Default, A. Events of Default Remedies and Setoff "Event of Default"means(I)Buyer fails to provide Adequate Assurance to Seller pursuant to Section V; (II) Buyer fails to pay amounts,not otherwise disputed in good faith,by Due Date;Oil)either Party makes an assignment or any general arrangement for the benefit of creditors;(iv)either Party defaults in any payment obligation to the other Party;(v)either Party defaults in any material payment obligation to any of its creditors;(vi)either Party files a petition or otherwise commences,authorizes,or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it(vii)either Party otherwise becomes bankrupt or insolvent(however evidenced); (viii)either Party is unable to pay its debts as they fall due;(lx)either Party terminates this Agreement and/or any effective Confirmation (or service to certain Accounts under a Confirmation)during the Delivery Period of an effective Confirmation for any reason except for a termination resulting from an Event of Default committed.by the other Party;(x)Seller fails to sell and schedule for delivery,or Buyer fails to purchase and receive Energy in accordance with any effective Confirmation,and such failure is not otherwise excused due to Force Majeure or the other Party's nonperformance;(xi)any representation or warranty made by a Party herein is false or misleading in any material respect on the Effective Date or at any time during the term of this Agreement;or(xii)either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation(except to the extent such failure is excused or constitutes a separate Event of Default). B.Remedy With respect to any Delivery Period set forth on an effective Confirmation,if either Party commits an Event of Default(the"Defaulting Party"),then the Party not committing the Event of Default("Non- Defaulting Party")shall have the right to suspend service and/or terminate this Agreement and the applicable Confirmation(or all Confirmations if more than one)and the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to,as its exclusive remedy,early termination damages arising out of the Event of Default as reasonably calculated by Seller("Early Termination Damages"). If Seller commits an Event of Default and the price for replacement Energy,including any associated costs reasonably incurred by Buyer in obtaining replacement Energy,is higher than the amount the Buyer would have paid under the applicable Confirmation(including energy,capacity,and other components), then Seller shall pay Buyer Early Termination Damages in the amount of such positive difference multiplied by the remaining quantity for which a fixed price, or fixed price component,was established. if Buyer commits an Event of Default and the price for the re-sale of energy,capacity and other components at which Seller re-sells or could re-sell,less any associated costs reasonably incurred by Seller,is less than the amount that would have been paid under the applicable Confirmation,then Buyer shall pay Seller Early Termination Damages in the amount of such positive difference multiplied by the remaining quantity for which a fixed price,or fixed price component,was established.Unless a fixed quantity appears on the applicable Confirmation,for the purposes of determining the"remaining quantity"in calculating Early Termination Damages,Seller's forecasted quantity for the remaining portion of the Delivery Period(s)shall be used,with such forecasted quantity being derived by Seiler from the Account(s)'historical usage as of the date of the Confirmation). In determining-the price at which Seller could re-sell the power,Seller may consider quotations for replacement transactions supplied by one or more third parties and relevant market data supplied by one or more third parties or Internal sources,provided that Information from internal sources must be of the same type used by Seller in the regular course of its business for the valuation of similar transactions.Seller shall act In Integrys PSA 1212012 3 of 6 • good faith and in a commercially reasonable manner when determining the price at which power could • have been resold. • The Parties expressly acknowledge that upon an Event of Default,damages would be difficult to ascertain and quantify and agree that this provision for calculating damages is reasonable in light of the anticipated or actual harm and is not a penalty. Notwithstanding the election of'Utility Single Bill Billing'on any effective Confirmation,Seller may invoice Buyer directly for Early Termination Damages owed by Buyer.Payment for Early Termination Damages shall be due within 5 days of the invoice date for said Damages. In the event the owing Party fails to pay Early Termination Damages in accordance with the previous sentence,the owing Party shall be responsible for interest at the Interest Rate(compounded daily from the date such Early Termination Damages are due until the same are paid)and all reasonable costs of collection, including attorneys' fees. C.Setoff Without limiting its rights under this Agreement,a Non-Defaulting Party may setoff any and all amounts that the Defaulting Party owes to it(whether under this Agreement,any effective Confirmation or otherwise and whether or not then due)against(I)any or all amounts it owes the Defaulting Party or(ii) any security or other collateral posted by the Defaulting Party for the benefit of the Non-Defaulting Party.This Section VI(C)shall be without prejudice and in addition to any right of setoff,combination of accounts,lien or other right to which any Party is at any time otherwise entitled(whether by operation of law,contract,or otherwise). Section VII: NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, NEITHER Limitations of BUYER NOR SELLER NOR THEIR RESPECTIVE PARTNERS, OWNERS,OFFICERS, DIRECTORS, Liability AGENTS,EMPLOYEES,PARENTS,SUBSIDIARIES OR AFFILIATES(OR THEIR RESPECTIVE PARTNERS,OWNERS, OFFICERS,DIRECTORS,AGENTS,OR EMPLOYEES),SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY OR TO ITS PARENTS,PARTNERS,OWNERS, SUBSIDIARIES,AFFILIATES,OFFICERS,DIRECTORS,AGENTS, EMPLOYEES,SUCCESSORS OR ASSIGNS,OR TO ANY OF THEIR RESPECTIVE INSURERS, FOR ANY INCIDENTAL, INDIRECT, PUNITIVE,SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER,CONNECTED WiTH OR RESULTING FROM PERFORMANCE OR NON PERFORMANCE OF THIS AGREEMENT, OR ANYTHING DONE IN CONNECTION HEREWITH, IRRESPECTIVE OF WHETHER SUCH CLAIMS OR DAMAGES ARE BASED UPON BREACH OF WARRANTY,TORT(INCLUDING WITHOUT LIMITATION NEGLIGENCE,WHETHER OF SELLER, BUYER OR OTHERS),STRICT LIABILITY,CONTRACT,OPERATION OF LAW OR OTHERWISE,AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.Seller has no control or liability for matters within the control of the utility or the ISO/RTO controlled grid,which Include maintenance or operation of electric lines and systems,service Interruptions,loss or termination of service,deterioration of electric services,or meter readings. WITH THE EXCEPTION OF ANY WARRANTY EXPRESSLY SET FORTH HEREIN,SELLER MAKES NO WARRANTY OF ANY KIND,EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABiUTY AND FITNESS FOR A PARTICULAR PURPOSE. Section VIII:Force A Party shall not be considered to be in default in the performance of its obligations under this Majeure Agreement or any effective Confirmation if its ability to perform was prevented by Force Majeure. For purposes of this Agreement and any effective Confirmation,Force Majeure means an event which prevents one Party from performing its obligations hereunder,which event was not(I)within the reasonable control of,or(ii)the result of the negligence of,the claiming Party,and which,by the exercise of due diligence,the claiming Party is unable to overcome or avoid. Force Majeure shall include,without limitation:a condition resulting in the curtailment or disruption of firm Energy supply or the transmission on the electric transmission and/or distribution system;restraint by court order;any action or non action by,or the inability to obtain necessary authorizations or approvals from any Authorized Entity;or a Force Majeure event experienced by an Authorized Entity. Force Majeure shall not include loss or failure of either Party's markets or supplies. Force Majeure shall not excuse Buyer's failure to make payments in a timely manner for Energy supplied by Seller before a Force Majeure event,or during a Force Majeure event,provided any Energy is delivered and received pursuant to the terms of this Agreement and any effective Confirmation.The claiming Party must provide the other Party with written notice of the Force Majeure as soon as practicable,which notice shall contain reasonably full particulars of the Force Majeure,including the estimated duration.Further, if the Force Majeure event extends beyond 30 days,the non-claiming Party may terminate the Confirmations with respect to the Account(s)affected by the Force Majeure upon written notice to the other Party. Section IX: Notices All notices required pursuant to this Agreement may be sent by facsimile,a nationally recognized overnight courier service,first class mail,certified mail return receipt requested,or hand delivery,in accordance with the information provided in any effective Confirmation or Rider,which information may be updated in writing by a Party from time to time.Notice shall be deemed effective when received,if received on a business day during recipient's normal business hours.If not received on a business day, integrys PM 12/2012 -- — . 4otB or if received after normal business hours on a business day,then notice shall be deemed effective as of the next business day.Subject to the foregoing,In the absence of proof of the actual receipt date,the following presumptions will apply:Notices sent by facsimile shall be deemed received upon the sending Party's receipt of its facsimile machine's confirmation of successful transmission. Notice by overnight mail or courier shall be deemed received on the next business day after it was sent,or such earlier time as is confirmed by the receiving Party.First class mail is deemed received 5 business days after mailing. Section X: As of the Effective Date hereof and the date of any effective Confirmation,(a)each Party represents Representations and and Warrants to the other that(I)it is duly organized and validly existing under the laws of the State of Warranties its incorporation/organization,(ii)is qualified to do business and is in good standing in the State where the facility receiving Energy under any Confirmation is located,(iii)it has all requisite power and authority under its organizational instruments and otherwise to execute,deliver,and perform its obligations under this Agreement and any effective Confirmation,(iv)this Agreement and any effective Confirmations have been or will be duly executed and delivered, (v)it has reviewed,understands, and accepts the terms,conditions, and risks of this Agreement and any effective Confirmation,(vi) it has made its own independent decisions to enter this Agreement and any effective Confirmations and Its decisions are based on its own judgment and upon advice from advisors as it has deemed necessary, and(vii)each Party represents and warrants that it is entering into this Agreement and any effective Confirmation as principal and not as agent or in any other capacity,fiduciary or otherwise,and (b) Buyer represents and warrants to Seller that(1)it is in compliance with all material terms of its bank and debt covenants(as applicable),(ii)it is not in default under the terms of any material contracts to which it is a party,and(iii)it understands that any corresponding futures hedge referenced by Seller is owned by Seller for Seller's price protection and that no representation has been made by Seller that a position in futures is held by Seller for Buyer's benefit.By signing below,each individual additionally warrants that he or she is authorized to sign this Agreement,any Regional Riders and any Confirmation on behalf of the Party for which it was executed and is authorized to act under any effective Confirmation and for the Account(s)listed thereon. Section XI: If the terms of any effective Confirmation modify,change or otherwise conflict with any provisions of this l! Miscellaneous Agreement,the terms of the Confirmation shall govern.This Agreement and any Confirmation may be executed and delivered in counterparts(including by facsimile transmission or electronic reproduction and transmission),each of which will be deemed an original and all of which constitute one and the same instrument.Title to the Energy shall transfer at the Delivery Point identified on any effective • Confirmation.As necessary,Buyer hereby appoints Seiler its agent for the purposes of effectuating delivery.There are no third party beneficiaries to the Agreement or any effective Confirmation and none are intended by the Parties.This Agreement and any effective Confirmation shall be binding upon and inure to the benefit of the respective heirs,representatives,successors,and assigns of the Parties hereto,and shall not be assigned or transferred by either Party without the prior written consent of the non-assigning Party,which consent shalt not be unreasonably withheld.Notwithstanding the foregoing, however,Buyer and Seller each may assign this Agreement and any effective Confirmation to its parent,affiliate,subsidiary,or successor to all or a material portion of its assets (such as an identifiable market),without the other Party's consent as long as notice is provided and the assigning Party retains liability for the obligations hereunder.THIS AGREEMENT AND ALL DISPUTES ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE A FACILITY RECEIVING ENERGY UNDER THE AGREEMENT IS LOCATED WITHOUT REGARD TO THE LAWS OF SUCH STATE REQUIRING THE APPLICATION OF THE LAWS OF ANOTHER STATE,AND FEDERAL LAW,AS APPLICABLE.Any waiver of the requirements or provisions of this Agreement or any effective Confirmation must be in writing in order to be effective.The failure of either Party to insist upon strict performance of such requirements or provisions or to exercise any right hereunder shall not be construed as a waiver of such requirement or provision or a relinquishment of such right.This Agreement,including any effective Confirmations, Amendments and/or Riders,as applicable,constitutes the complete agreement reached between the Parties and shall not be changed unless mutually agreed to in a writing signed by both of the Parties, except as may otherwise be provided herein.All prior agreements, understandings and representations, whether consistent or inconsistent,oral or written,between the Parties are merged Into and superseded by this Agreement and any effective Confirmation.The Parties acknowledge and agree that(I)this Agreement and any effective Confirmation constitute a'forward contract"and/or"forward agreement" within the meaning of title 11 of the United States Code(the"Bankruptcy Code"), (ii)each Party is a "forward contract merchant"within the meaning of the Bankruptcy Code, (Iii)the rights set forth under Section VI herein constitute contractual rights"to liquidate,terminate,or-accelerate"within the meaning of Section 556 of the Bankruptcy Code and"to terminate,liquidate,accelerate or offset'within the meaning of Section 561 of the Bankruptcy Code,(iv)for purposes of this Agreement,each Party is not a"utility"within the meaning of Section 366 of the Bankruptcy Code, (v)each Party agrees to waive and not to assert the applicability of Section 366 of the Bankruptcy Code in any bankruptcy proceeding wherein such Party is a debtor,(vi)each Party further agrees to waive the right to assert that the other integrys PSA 12/2012 5 of 6 • Party is a provider of last resort,(vii)all payments made or to be made by one Party to the other Party under this Agreement with respect to the forward contracts constitute"settlement payments"and/or "margin payments"within the meaning of the Bankruptcy Code,and (viii)amounts transferred as security pursuant to Section V of this Agreement constitute"margin payments"within the meaning of the Bankruptcy Code.Each Party consents to the recording of telephonic conversations with respect to transactions under this Agreement without further notice and agrees to provide its employees notice of such recording that may be required by applicable law,regulation or tariff. in the event of a service • outage,downed wire or other electric emergency, Buyer should contact the applicable utility.The terms, provisions or conditions of any purchase order or other business form or written authorization used by Buyer will have no effect on the rights,duties or obligations of the Parties under,or otherwise modify, this Agreement, regardless of any failure of Seller to object to those terms,provisions or conditions.The sale of Energy herein is subject to all applicable federal and state laws,orders, rules and regulations and to FERC rules and regulations or successor agency having Jurisdiction.Either Party shall have the right to contest any such law,ordinance,order, rule,or regulation. If any provision in this Agreement is • determined to be invalid,void or unenforceable by any court having jurisdiction,such determination shall not invalidate,void,or make unenforceable any other provision or covenant of this Agreement. Section Xll:Regional Regional requirements are set forth on the Regional Rider(s),if applicable.If the terms in a Regional Requirements Rider modify,change or otherwise conflict with any provisions of this Agreement,the terms of the applicable Regional Rider shall govern. iN WITNESS WHEREOF,the Parties have duly executed this Agreement on the dates set forth below. This Agreement - is not valid until signed by both Parties. Seller: Integrys Energy Services of New York,Inc. Buyer: Town of Queensbury By: ° By: / Name: Name: /O //<fn�n2 �ody 0 -Gc/ Title: OP . CALA Title: c-Svr OZ"Q,e Date: 6 17 '2.0)3 Date: • • Integrys PSA 1212012 B of 8 • EXHIBIT B REGIONAL RIDER • New York This Regional Rider is made a part of, and pursuant to terms of,the Power Sale Agreement (the"Agreement"), between Integrys Energy Services of New York, inc.and Buyer identified herein. Rescission of Authorization for Release of Information Buyer may rescind its authorization for the release of data relating to Buyer's billing,usage, and credit data by applicable utility, credit reporting agencies,trade references, and other relevant parties to Seller by contacting Seller at 1-888-649- 4464. Additional Representation of Buyer Buyer represents and warrants that each of the Accounts served under any effective Confirmation is nonresidential and, therefore,is not subject to Home Energy Fair Practices Act requirements. Dispute Resolution From 8am to 5pm eastern time Monday through Friday(except federal and state holidays), Buyer may contact Seller by telephone at 1-888-649-4464 or by e-mail at TEGEAMNY@integrysenergy.com with questions or complaints. Seller will - Investigate any complaint In good faith and report the results of its investigation to Buyer. If the matters remain unresolved, each Party shall be entitled to pursue any and all available remedies. Although the New York State Department of Public Service will not directly resolve disputes for nonresidential customers receiving electric power under this Agreement, it will monitor complaints against all energy services companies (ESCOs) and an excessive number of complaints may result in an ESCO no longer being eligible to supply electric power or natural gas In New York State. The NYDPS ESCO hotline is available at 1-888-697-7728. Notice of Termination Seller will provide Buyer with at least fifteen (15) calendar days notice prior to any termination or suspension of Seller's sale of electric power under this Agreement. Utility Single Bill Billing If (I) Utility Single Bill Billing is elected on an effective Confirmation and (ii) an Account on such Confirmation is enrolled into and is actively a part of a purchase of receivables program operated by the applicable utility,then(a)Seller has or will assign, convey and grant to the applicable utility, any and all of Seller's rights to disconnect such Account for non- payment of all amounts on the utility single bill when due, and (b) the applicable utility, in accordance with applicable provisions of law,is authorized to disconnect Buyer's delivery service and Seller's commodity service for non-payment of all amounts due on the utility single bill,including the amount of Seller's accounts receivable. Distribution Utility and Electric Emergencies Energy supply will be provided by Seller,and energy delivery shall continue to be provided by the applicable utility. in the event of a service outage,downed wire or other electric emergency, Buyer should contact the applicable utility as follows: Central Hudson:1-800-527-2714 Consolidated Edison(ConEd): 1-800-752-6633 National Grid:1-800-892-2345 New York State Electric&Gas (NYSE(3):1-800-572-1131 Orange&Rockland:1-877-434-4100 Rochester Gas&Electric(RG&E): 1-800-743-1701 These telephone numbers are also available on Seller's information line at 1-888-649-4464. By signing below,Buyer acknowledges it has reviewed this Regional Rider. • Buyer: Town o ueensbury By: , )tom , ti� Title: 4*f. 1(Oie Date: ,5/‘/�-3 • PSA NY RR C&l 01-2011 • • Attachment 1 to the Confirmation dated as of 5/7/2013 by and between Integrys Energy Services of New York,Inc. ("Seller") and Town of Queensbury('Buyer") INVOICES: LDC: INVOICES: 7342578104 Queensbury Water Department 6034035102 823 Corinth Road 4731434105 QUEENSBURY,NY 12804 Attn:Tamara Schroeder Phone:(518) 793-8866 Fax: Email: LDC: INVOICES: 0307168010. Queensbury Waste Water Department 0777065004 823 Corinth Road 0837139018 QUEENSBURY,NY 12804 0964600011 Attn:Sandy Jarvis 3468008007 Phone:(518)793-8866 4821372109 Fax: 4881372107 Email: 5281372106 5361372102 7416015012 • 8971434105 8991434101 SLDC: INVOICES: 0123087007 742 Bay Road 0158898107 QUEENSBURY,NY 12801 0215005002 • Attn:Barbara Tierney 0441004002 • Phone:(518)761-8241 0453881108 Fax: 0493881100 Email:barbarat@queensbury.net 0964600011 1136804004 • 1457047005 • 2209037107 2223107008 • 2377969001 2668139037 3039099103 3384613015 3471434100 3490472013 3839099109 . 3953663103 4673881102 5003809108 5473880102 5484042010 6382578105 • 6471433106 6582578109 7519098113 • 1 of • • 8104825003 8642578101 9173882104 9513881108 9513881109 9513881110 9513881111 9513881112 9513881113 9513881114 9513881116 9513881117 9628539005 9811433109 9953878100 IN WITNESS WHEREOF,this Attachment 1 has been duly executed as of the dates set forth below. SELLER: BUYER: Integrys Energy Services of New York,Inc. Town of Queen 1 By: 01-c By: Name: o S� Name: /26A.) ©dV}�c I Title: c ci.l fI t/ X47 Title: o e = SA1C4 Date: , G//5 110 Date: 11!7 2di3 • 2of2 • AMENDMENT TO THE POWER SALE AGREEMENT This Amendment to the Power Sale Agreement("Amendment") dated as of 5!7/2013 is hereby made by and between Integrys Energy Services of New York, Inc. ("Seiler") and Town of Queensbury • ("Buyer"). Buyer and Seller are sometimes hereinafter referred to individually as "Party" and collectively as"Parties". In consideration of the promises and mutual covenants set forth below, the Parties agree to amend the Power Sale Agreement between the Parties with an Effective Date of 5/7/2013 (as may have been amended from time to time,the"Agreement')as follows: 1. In the fifth sentence of Section IV(B)of the Agreement,"15 calendar days"is hereby replaced with"30 calendar days". 2. A new sentence is hereby added after the fifth sentence of Section IV(B)of the Agreement as follows: "Notwithstanding the foregoing,the local prompt payment laws apply." L 3. This Amendment may be executed and delivered in counterparts(including facsimile transmission),each of which will be deemed an original and all of which together will constitute one and the same instrument. By way of clarification however,this Amendment will not be effective unless both Parties have executed a counterpart. • 4. By signing below,each individual additionally warrants that he or she is authorized to sign this Amendment on behalf of the Party for which it was executed. 5. As amended herein,the Agreement shall remain in full force and effect. • IN WITNESS WHEREOF,this Amendment has been duly executed as of the dates set forth below. SELLER: BUYER: integrys Energy Services of New York,Inc. Town of Queensbu By. \lC;t3 By: "Ye ∎W� -� Name: S a�Y M 5,p�1N Name: ati /11∎Olt �Xrc Title: u P 1 S.les • Title: Stleefrt!U� Date: 517 12-013 Date: 7d//3 • 1 of f • I _ CONFIRMATION Contract ID#903121 ilk is Confirmation dated 5/7/2013 is made a part of,and pursuant to terms of,the Power Sale Agreement between Buyer and Seller identified herein. SELLER:integrys Energy Services BUYER: Town of Queensbury of New York,inc. NOTICES: NOTICES: INVOICES: 3556 Lake Shore Rd 742 Bay Road Suite 420 QUEENSBURY,NY 12801 Buffalo,NY 14219 Attn:Ron Montessi Attn:Account Management Phone:(518)761-8200 See Attachment 1 Phone:(888) 649-4464 Fax: Fax:(716)826-9725 Email. • Email:AMNY @integrysenergy.com All usage associated with the Accounts listed below,as determined by the Utility and adjusted by Seller to QUANTITY include distribution losses for delivery purposes. BILLING Seller Billing(Dual Billing) For each Account below,the interconnect between the applicable ISO/RTO's transmission system and the DELIVERY POINT applicable Utility's distribution system. ioFIXED AND INDEX Fixed Energy Pricing: PRICING I , For each hour in any applicable Fixed Quantity Period(s),Buyer shall pay a Fixed Energy Charge per Account,which shall equal(1)the Account's applicable Fixed Energy Rate(s)per kilowatt-hour(kWh), multiplied by(ii)the Account's applicable Fixed Quantity(ies) in kilowatts(kW).The Parties acknowledge that they may agree to Fixed Quantity Period(s),Fixed Energy Rate(s)and Fixed Quantity(ies)after the date of this Confirmation via a supplemental Confirmation signed by both Parties. Index Energy Pricing: In the event of a positive difference between Account's hourly usage and any applicable Fixed Quantity(ies) • for that hour("Positive Difference"),Buyer shall pay an Index Energy Charge,which shall equal(i)the price for the applicable Index identified below forsuch hour per kWh,multiplied by(Ii)the Positive Difference. In the event of a negative difference between Account's hourly usage and the Fixed Quantity(ies)for that hour ("Negative Difference"),Buyer shall receive an index Energy Credit,which shall equal(I)the price for the applicable Index identified below for such hour per kWh,multiplied by(li)the Negative Difference. • Distribution Losses: The price for the applicable Index will be adjusted by Seller,where applicable, by a distribution loss factor as determined by the applicable Utility tariff. Definitions: a)"Day-Ahead"means the applicable Day-Ahead NYISO hourly locational based marginal price at the • applicable load zone. b)"On-Peak"means the hours from 7:00 am to 11:00 pm (the hour ending 0800 through the hour ending 2300)prevailing local time(at Account location)Monday through Friday,except for North American Electric Reliability Council holidays."Off-Peak"means all hours in the billing cycle not defined as On-Peak. • • . • Page 1 of 4 • CONFIRMATION Contract ID#903121 • c)°Real-Time"means the applicable Real-Time NYISO hourly locational based marginal price at the applicable load zone. • ENERGY ADDER For each billing cycle, Buyer shall pay an Energy Adder Charge per Account,which shall equal(i) the PRICING Energy Adder below per kilowatt-hour(kWh),multiplied by(ii)the Account's billing cycle usage. • The initial Delivery Period for each Account shall begin on the first meter read occurring on or after 6/4/2013 subject to the applicable Utility's confirmation of enrollment with Seller.The initial Delivery Period DELIVERY shall continue through the latest meter read date that occurs on or before 6/27/2014.The Parties PERIOD acknowledge that the dates provided are based on the applicable Utility's read schedules, and actual meter read dates may vary. After the Initial Delivery Period,service shall continue on a billing cycle-to-billing cycle basis at a variable market rate reasonably determined by Seller unless(i)terminated by either Party giving 30 days written notice prior to the end of the Initial Delivery Period noted above,or(i1) Buyer and Seller agree to alternate RENEWAL Pricing as evidenced by a fully executed Confirmation for the relevant Delivery Period.After the initial Delivery Period,service continuing on a billing cycle-to-billing cycle basis may be terminated by either Party giving 30 days written notice to the other Party. • SPECIAL Unmetered usage and non-interval metered usage shall be allocated in Seller's reasonable discretion into CONDITIONS hourly periods based on the applicable Utility's class average data. Buyer acknowledges that the pricing herein includes a negotiated fee paid to third party intermediaries Involved in the negotiation and execution of this Confirmation.Buyer acknowledges that the intermediary is not an agent of Seiler and,thus,is not authorized to bind or represent Seller. • Energy Adder in$/kWh 0.01210 Index Real-Time • • j ti? 1 ' u y t i 3 � �� �� t-9� r .�1 ACCOUNT INFORMATION Utility Account#/POD iD# Utility Service Address 0777065004 NGRID 1163 STATE ROUTE 9 QUEENSBURY,NY 12804 • 3468008007 NGRID 435 QUEENSBURY AVE Queensbury,NY 12804 4821372109 NGRID MEADOWBROOK RD QUEENSBURY,NY 12804 4881372107 NGRID MEADOWBROOK RD QUEENSBURY,NY 12804 7416015012 NGRID 19 STONE QUARRY RD QUEENSBURY,NY 12804 0123087007 NGRID 223 QUAKER RD QUEENSBURY,NY 12804 0158898107 NGRID 118 GURNEY W QUEENSBURY,NY 12804 0215005002 NGRID 1412 LAKE GEORGE RD QUEENSBURY,NY 12804 0307168010 NGRID 20 WEEKS RD QUEENSBURY,NY 12804 0441004002 NGRID AVIATION RD QUEENSBURY,NY 12804 0453881108 . NGRID CLEVERDALE LD QUEENSBURY,NY 12804 • • Page 2 of 4 • CONFIRMATION . Contract ID#903121 93881100 NGRID SOUTH QUEENSBURY QUEENSBURY,NY 12804 0837139018 NGRID 4 WILLOWBROOK DR QUEENSBURY,NY 12804 • 0964600011 NGRID MAIN ST QUEENSBURY,NY 12804 1136804004 NGRID 133 JENKINSVILLE RD QUEENSBURY,NY 12804 1457047005 NGRID 00 QUAKER RD QUEENSBURY,NY 12804 2209037107 NGRID 551 AVIATION RD QUEENSBURY, NY 12804 2223107008 NGRID AVIATION RD QUEENSBURY, NY 12804 2377969001 NGRID QUAKER RD QUEENSBURY,.NY 12804 2668139037 ' NGRID QUAKER RIDGE BLVD QUEENSBURY,NY 12804 3039099103 NGRID 155 JENKINSVILLE RD QUEENSBURY,NY 12804 3384613015 NGRID MAIN ST QUEENSBURY,NY 12804 3471434100 NGRID 51 QUAKER RD QUEENSBURY, NY 12804 3490472013 NGRID CORINTH RD QUEENSBURY,NY 12804 3839099109 NGRID 129 JENKINSVILLE RD QUEENSBURY, NY 12804 3953663103 NGRID PINEWOOD AVE QUEENSBURY, NY 12804 f 4673881102 NGRID FT AMHERST GARR QUEENSBURY,NY 12804 I 1434105 NGRID 786 LUZERNE RD QUEENSBURY, NY 12804 •• 809108 NGRID 363 BIG BAY RD QUEENSBURY,NY 12804 • 5281372106 NGRID MEADOWBROOK RD QUEENSBURY,NY 12804 • 5361372102 NGRID 313 QUAKER RD QUEENSBURY, NY 12804 5473880102 NGRID NORTH QUEENSBURY QUEENSBURY,NY 12804 5484042010 NGRID MAIN ST QUEENSBURY, NY 12804 6034035102 NGRID 284 QUEENSBURY AVE QUEENSBURY, NY 12804 6382578105 NGRID 742 BAY RD QUEENSBURY,NY 12804 6471433106 NGRID . 21 QUAKER RD QUEENSBURY,NY 12804 6582578109 NGRID 742 BAY RD QUEENSBURY,NY 12804 7342578104 NGRID QUAKER RD QUEENSBURY,NY 12804 7519098113 NGRID 195 SUNNYSIDE RD QUEENSBURY,NY 12804 8104825003 NGRID 94 MAIN ST QUEENSBURY,NY 12804 8642578101 NGRID 742 BAY RD QUEENSBURY,NY 12804 8971434105 NGRID 640 GLEN ST QUEENSBURY,NY 12804 8991434101 NGRID 29 NORTH RD QUEENSBURY, NY 12804 9173882104 NGRID WEST QUEENSBURY QUEENSBURY,NY 12804 • 881108 NGRID QUAKER RD QUEENSBURY, NY 12804 Page 3 of 4 f CONFIRMATION Contract ID#903121 013881109 NGRID BAY RD GLENS FALLS,NY 12801 1 9513881110 NGRID RICHARDSON ST QUEENSBURY, NY 12804 9513881111 NGRID QUAKER RD QUEENSBURY,NY 12804 9513881112 NGRID QUAKER RD QUEENSBURY,NY 12804 9513881113 • NGRID QUAKER RD QUEENSBURY,NY 12804 9513881114 NGRID QUAKER RD QUEENSBURY,NY 12804 9513881116 NGRID AVIATION RD GLENS FALLS, NY 12801 9513881117 NGRID BAY RD GLENS FALLS,NY 12801 9628539005 NGRID LUZERNE RD QUEENSBURY,NY 12804 9811433109 NGRID 81 GLENWOOD AVE QUEENSBURY,NY 12804 - 9953878100 NGRID LIGHTING DISTRICT QUEENSBURY,NY 12804 y 1 7 , I�'. i j� 1 ' I t ,i r tY r- sx 1. 1 7-7-7 "_ 1, it 1�I Buyer agrees that by signing below,Buyer authorizes Seller to begin enrollment and initiate service. This Confirmation to the Power Sale Agreement is effective as of the date signed by Seller. Seller:lntegrys Energy Services of New York,Inc. Buyer:Town of--eensbury By: By: ,/, E Name: rt M S�tLt Name: C2, �al1/- -r t 41, e: UA S L Title: C'UP VWOC 1 te: 7 2.O iS Date: ��4/�3 Once executed,please return this Confirmation to integrys Energy Services of New York,Inc.by facsimile to(920)272- 4309 or by e-mail to NewYorkPricing @integrysenergy.com • Page 4 of 4 CONFIRMATION Contract ID#903150 his Confirmation dated 5/7/2013 is made a part of,and pursuant to terms of,the Power Sale Agreement between Buyer and Seller identified herein. SELLER:integrys Energy Services BUYER: Town of Queensbury of New York,Inc. NOTICES: NOTICES: INVOICES: 3556 Lake Shore Rd Suite 420 742 Bay Road Queensburg Water Department Buffalo,NY 14219 QUEENSBURY,NY 12801 823 Corinth Road Attu:Account Management Attn:Ron Montessi QUEENSBURY, NY 12804 Phone:(888) 649-4464 Phone:(518)761-8200 Attn:Tamara Schroeder Fax:(716)826-9725 Fax: Phone:(518)793-8866 Email:AMNY@integrysenergy.com Email: Fax: Email: All usage associated with the Accounts listed below,as determined by the Utility and adjusted by Seller to QUANTITY include distribution losses for delivery purposes. BILLING Seller Billing (Dual Billing) For each Account below,the interconnect between the applicable iSO/RTO's transmission system and the DELIVERY POINT applicable Utility's distribution system. FIXED AND INDEX Fixed Energy Pricing: • PRICING For each hour in any applicable Fixed Quantity Period(s),Buyer shall pay a Fixed Energy Charge per Account,which shall equal(i)the Account's applicable Fixed Energy Rate(s)per kilowatt-hour(kWh), multiplied by(ii)the Account's applicable Fixed Quantity(ies)in kilowatts (kW).The Parties acknowledge that they may agree to Fixed Quantity Period(s),Fixed Energy Rate(s)and Fixed Quantity(ies)after the date of this Confirmation via a supplemental Confirmation signed by both Parties. index Energy Pricing: In the event of a positive difference between Account's hourly usage and any applicable Axed Quantity(ies) for that hour("Positive Difference"),Buyer shall pay an Index Energy Charge,which shall equal(I)the price for the applicable Index identified below for such hour per kWh,multiplied by(ii)the Positive Difference.In the event of a negative difference between Account's hourly usage and the Fixed Quantity(ies)for that hour ("Negative Difference"),Buyer shall receive an Index Energy Credit,which shall equal(i)the price for the applicable Index identified below for such hour per kWh,multiplied by(Ii)the Negative Difference. Distribution Losses: The price for the applicable Index will be adjusted by Seller,where applicable,by a distribution loss factor as determined by the applicable Utility tariff. Definitions: a)"Day-Ahead"means the applicable Day-Ahead NYISO hourly locational based marginal price at the applicable load zone. b)"On-Peak"means the hours from 7:00 am to 11:00 pm (the hour ending 0800 through the hour ending 2300)prevailing local time(at Account location)Monday through Friday, except for North American Electric Reliability Council holidays."Off-Peak"means all hours in the billing cycle not defined as On-Peak. • Page 1 of 3 CONFIRMATION Contract ID#903150 • • c)"Real-Time"means the applicable Real-Time NYISO hourly locational based marginal price at the applicable load zone. ENERGY ADDER For each billing cycle, Buyer shall pay an Energy Adder Charge per Account,which shall equal(I)the PRICING Energy Adder below per kilowatt-hour(kWh),multiplied by(ii)the Account's billing cycle usage. • Buyer acknowledges that the Pricing above has been established based on each Account's forecasted installed capacity requirement in kW reasonably calculated by Seller and adjusted based on the applicable Utility methodology and the NYISO methodology required to translate installed capacity to unforced MATERIAL capacity(the Account's"Capacity Baseline").If Seller determines that there has been a material and CHANGE sustained change from an Account's Capacity Baseline for reasons other than Force Majeure which results in an increased cost or decreased revenue to Seller("Cost"),Seller may request that Buyer and Seller meet and agree on a Pricing adjustment to reflect such Cost;provided however, if Buyer and Seller cannot mutually agree,then Seller may pass-through the Cost,without markup. The Initial Delivery Period for each Account shall begin on the first meter read occurring on or after 6/10/2013 subject to the applicable Utility's confirmation of enrollment with Seller.The initial Delivery Period DELIVERY shall continue through the latest meter read date that occurs on or before 6/9/2014.The Parties PERIOD acknowledge that the dates provided are based on the applicable Utility's read schedules,and actual meter read dates may vary. After the initial Delivery Period,service shall continue on a billing cycle-to-billing cycle basis at a variable market rate reasonably determined by Seller unless(i)terminated by either Party giving 30 days written notice prior to the end of the initial Delivery Period noted above,or(ii)Buyer and Seller agree to alternate eNEWAL Pricing as evidenced by a fully executed Confirmation for the relevant Delivery Period.After the initial Delivery Period,service continuing on a billing cycle-to-billing cycle basis may be terminated by either Party giving 30 days written notice to the other Party. SPECIAL Unmetered usage and non-interval metered usage shall be allocated in Seller's reasonable discretion Into CONDITIONS hourly periods based on the applicable Utility's class average data. For any Fixed Quantity Period not stated as a calendar month(i.e.,month/year)below,the Fixed Quantity Period shall commence and/or terminate in accordance with the following rules: 1.If a Fixed Quantity Period commences after the first day of a calendar month,the Fixed Quantity Period shall commence on the later of the actual meter read in the month stated or the date listed as the start date of the Fixed Quantity Period below. 2. If a Fixed Quantity Period terminates before the last day of a calendar month,the Fixed Quantity Period shall terminate on the earlier of the actual meter read date in the month stated or the date listed as the end date of the Fixed Quantity Period below. Notwithstanding the foregoing,an Account's Fixed Quantity Period shall neither commence sooner than the start of the Account's initial Delivery Period nor extend past the end of the Account's initial Delivery Period. Buyer acknowledges that the pricing herein includes a negotiated fee paid to third party intermediaries involved in the negotiation and execution of this Confirmation.Buyer acknowledges that the intermediary is not an agent of Seiler and,thus,Is not authorized to bind or represent Seller. Energy Adder in$/kWh 0.01589 Page 2 of 3 • I _ CONFIRMATION Contract ID#903150 Index Real-Time ' ACCOUNT INFORMATION Utility Account Utility Service Address #/POD ID# 5124036107 NGRID 823 CORINTH RD QUEENSBURY, NY 12804 'O Fixed Energy Fixed Energy On-Peak Fixed Off-Peak Fixed Rate for the On- Rate for the Off- Fixed Quantity Period* Quantity in kW Quantity in kW Peak Fixed Peak Fixed Quantity in Quantity in $/kWh $/kWh June 10,2013 through June 30,2013 275.00 300.00 0.05656 0.05656 Jul2013 325.00 325.00 0.05656 0.05656 r: Aug 2013 300.00 325.00 0.05656 0.05656 Sep 2013 275.00 250.00 0.05656 0.05656 Oct 2013 200.00 200.00 0.05656 0.05656 Nov 2013 225.00 200.00 0.05656 0.05656 Dec 2013 225.00 225.00 0.05656 0.05656 Jan 2014 250.00 225.00 0.05656 0.05656 Feb 2014 250.00 250.00 0.05656 0.05656 IllMar.2014 250.00 250.00 0.05656 0.05656 Apr 2014 250.00 • 250.00 0.05656 - 0.05656 May 2014 225.00 250.00 0.05656 0.05656 June 1,2014 through June 9,2014 275.00 300.00 0.05656 0.05656 ;$,,': ' . , rr l i 4 1. ;r f -1';1!.',:v.:1,,',,,', �\ q e �ry l) i r tsi 4 1j 1 Y� L'qf `I. y . _ ,., s � .._. �._�i -...._,lir...,,._.n.rLr� � � '�k !,r r:;.�Hr� ,,c3. n� .a � n � �...F� � _.i t':i�• Buyer agrees that by signing below,Buyer authorizes Seller to begin enrollment and initiate service. This Confirmation to the Power Sale Agreement Is effective as of the date signed by Seller. Seiler:integrys En rgy Services of New York,Inc. Buyer:Town of aeensbury By: By: Name: \0)`/ .11.SQ I- Name: nOA) �/ Title: 0(0 N; Sr.t� Title: c) alen�C,vlGeyi� Date: /7 �z i3 Date: .�-//� Once executed,please return this Confirmation to Integrys Energy Services of New York,Inc.by facsimile to(920)272- 4309 or by e-mail to NewYorkPricing @integrysenergy.corn • Page 3 of 3