Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
4.14
4.14 AGREEMENTS\Constellation-Power Sale thru MEGA Program—10-15-18 RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND CONSTELLATION ENERGY SERVICES OF NEW YORK, INC., FOR POWER SALE RESOLUTION NO.: 12018 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 58,2016, the Queensbury Town Board authorized Power Sale Agreements between the Town of Queensbury and Constellation Energy Services of New York, Inc., (Constellation) through the MEGA Program through November 9 h, 2018 in an effort to reduce energy costs, and WHEREAS, the Town wishes renew such Agreements with Constellation (formally known as Integrys) Energy Services of New York, Inc., through November 9 h, 2020 to continue its effort to reduce energy costs, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes Confirmation Agreements between the Town of Queensbury and Constellation Energy Services of New York, Inc., through November 9r'', 2020 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 15ffi day of October, 2018,by the following vote: AYES NOES ABSENT : 2 r RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND CONSTELLATION ENERGY SERVICES OF NEW YORK, INC., FOR POWER SALE RESOLUTION NO.: 58,2016 INTRODUCED BY: Mr. Doug Irish WHO MOVED ITS ADOPTION SECONDED BY: Mr.William VanNess 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 91", 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 25`"day of January, 2016, by the following vote: AYES : Mr. Clements, Mr. Irish, Mr. VanNess,Mr. Strough, Mr. Metivier NOES : None ABSENT : None 2 �=` Agreement is Not C o n s to l to l i o n Valid Unless Executed by Seller Constellation NewEnergy,Inc. Electricity Supply Agreement—Index Plus Block Solutions CUSTOMER DISCLOSURE STATEMENT' Length of the agreement and end Your agreement with us becomes binding once signed by both of us. Subject to successful enrollment of your date: Accoun(s),we will supply each Account with electricity starting on or about the date set forth on the Account Schedule below under'Start Date",through on or about the date set forth on the Account Schedule below under "End Date",unless extended on a holdover basis as described in this Agreement We will use commercially reasonable efforts to begin service b each Account on the actual meter read date on or about the Start Date. However,if we are unable to timely enroll an Account,the Start Date will commence on the next regularly scheduled UDC meter read cycle date following successful enrollment Process customer may use to As a commercial or industrial customer(rather than a residential cusomer),once you have signed a valid and rescind the agreement without binding agreement with us,you have no right b rescind our agreement without penally. penally. Amount of early termination fee If you terminate our contact prior b the End Date as stated above other than due to our default as specified in and method of calculation: the agreement,you may be liable for an early termnation payment calculated as the difference between(1)the prices below multiplied by the remaining anticipated usage of your accoun(s)and(2)the amount we would be able to resell such related services.This calculation will also apply b any subsequent Retail Trade Transactions you enter into to fix the price for a portion of your usage or for green renewable energy cerlicates. You will also be liable for all past due amounts as well as any costs incurred by us in connection with collecting any such amounts. Amount of late payment and If you fail to pay within twenly(20)days of the invoice date,you are liable for late payment interest which will method of calculation: accrue daily on outstanding amounts from the due date unlit the bill is paid in full at a rate of 1.50% per month or the highest rate pernited by law whichever is less). Provisions for renewal of the At the End Data,if for any reason you fail to renew this Agreement and/or if any Account(s)remain designated agreement by the UDC as being served by us,we may continue to serve your Account(s)on a month-b-month holdover basis. In this case,we will charge you the Holdover Rate for the period following the End Date unless we enter into a new agreement or either of us returns your accounts)to UDC service or as being served by another supplier. The Holdover Rate is your account(s)'s kibwati-hour usage in each hour(adjusted by the applicable line loss factors) multiplied by the sum of the NYISO locational marginal price plus all costs we incur in serving the accounts)plus our fee(specified in the Agreement as$.015000/kWh)plus applicable Taxes. We will use the day ahead locallonal marginal price for all accounts)except those located in Zone J; for those accoun((s)we will use the day ahead locational marginal price. Conditions under which savings to There are no guaranteed savings for this product the customer areguaranteed: Fixed or Variable, (explanation of Your bill is calculated using the fixed prices below and the quantities of use indicated for each price. For each of how the price is determined): the items listed as fixed below,this means the item is included in your fixed price. For each of the items listed as passed through below,you will be charged a variable price b cover the costs associated with the item The prices do not include UDC charges and Taxes(except in the case of NYC UXT(defined below)when Wily Consolidated billing is used). Energy Cost Passed Through Ancillary Services And Other ISO Costs Fixed Capacity Costs Price Adjustment Line Loss Costs Passed Through NY TOTS Project Costs Fixed NY ZEC Program Costs Fixed NY REC Program Costs Fixed The costs associated with those cost components identified above as"fixed"are included in the prices set forth in the table below. FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,U-C All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G241300.257584.0 Printed: 10/11/2018 Page-1-of 10 Price(s)for Index Plus Block Solutions: First Available Start Date Last Available End Date Energy Price Non TOU $/kWh 11/10/18 1 11/04/20 $0.01279 ' This Customer Disclosure Statement has been provided pursuant to applicable law and is meant to be an abridged summary of our agreement. This Customer Disclosure Statement is not meant to cover all of tine terms of our agreement and reading this Customer Disclosure Statement should not be a substitute for reading our agreement in full. Please see the complete agreement for all applicable terms and conditions. FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hips G241300.257584.0 Printed: 10/11/2018 Page-2-of 10 TOWN OF QUEENS BURY("Customer")AND Constellation NewEnergy,Inc.("Seller")AGREE AS FOLLOWS: Defined Terms. Capitalized terms have the meanings set out in this Electricity Supply Agreement, including the attached General Terms and Conditions ("Agreement');generally the words'you"and"your"refer to the Customer listed above and the words"we"and"us"refer b Seger,unless the context clearly requires otherwise. Purchase and Sale of Electricity. You will purchase and receive,and we will sell and supply all of your electricity requirements at the prices set forth below for each account identified in the Account Schedule below("Account'). By signing this Agreement,you authorize us to enroll each Account with your UDC so that we can supply those Accounas). You will fake such actions as we request b allow us to enroll each Account in a timely manner.You agree that we may select such sources of energy as we deem appropriate to meet our obligations under this Agreement We will enroll each Account with fie applicable UDC as being supplied by us and will take such other actions with the applicable UDC and ISO necessary for us to meet our obligations under this Agreement The specific prices for each Account are set forth in the Account Schedule,below.You are also responsible to pay(1)Taxes-which we will pass through to you on your bill or as part of the price of electricity,as may be required by law,rule or regulation and(2)UDC charges for delivery/distribution services if we provide you a single bill that includes UDC charges.We will apply all appropriate Taxes unless and until you provide a valid certification of tax exempt status. Your prices are fixed for the existing term of this Agreement and only subject to change if there is a change in law,as described in Section 5 of the General Terms and Conditions below. The UDC charges(if any)and Taxes are charged to you as a"pass-through,"which means they will change during the existing term of this Agreement if and as the related charges assessed or charged vary for any reason, including but not limited to the types of changes described above. We will pass through Energy Costs using the real time locational marginal price,which changes hourly(or sub-hourly in some markets), for the applicable ISO zone for yourAccount If yourAccount(s)are not equipped with meters that provide an hourly(or sub-hourly in some markets)reading,we will use either the bad profiles provided by the UDC applicable to the Account or,in the absence of such bad profiles provided by the UDC on a timely basis,an otherwise reasonable allocation method established by us,in order b obtain hourly(or sub-houry in some markets) readings to calculate costs associated with usage at market index prices.You may fix the Energy Costs for some or all of your usage as described in Retail Trade Transactions Section, below. Cost Components.For each of the items listed as"Fixed"below,this means the item is included in your contact prices as set forth in the Account Schedule. For each of the items fisted as"Passed Through"below, this means that you will be charged the costs associated with the line item in accordance with the definitions of each item in Section 1,Definitions of the General Terms and Conditions. —Energy Costs Passed Through Ancillary Services And Other ISO Costs Fixed Capacity Costs Price Adjustment Line Loss Costs Passed Through NY ZEC Program Costs Fixed NY REC Program Costs Fixed The contract prices contained in the Account Schedule include any credit costs and margin. Capacity Cost (Price Adjustment): You have elected the "Price Adjustment" option for your "Capacity Costs"as noted in the table above. "Price Adjustment"means that we have included Capacity Costs in your contact price(set forth in the Account Schedule)based on the current Capacity Costs associated with your Accounts as of the effective date of this Agreement Your invoice shall include an adjustinent(either upward or downward) to pass through any changes in your Capacity Costs based on changes to the Capacity Obligation for the Accoungs). "Capacity Obligation"means the Accounts' ICAP Tags as provided by the UDC,as modified utilizing the applicable ISO methodology factors as defined by the applicable ISO."ICAP Tag(kW)"means the peak load contribution for the Accounts) measured in kilowatts (k"as determined by the UDC and reported to the applicable ISO. NY TOTS Project Costs: Customer's contract price includes New York Transmission Owner Transmission Solution("TOTS")Project Costs.Such NY TOTS Project Costs are considered"Fixed"under this Agreement and are included in the contract price. In the event that the NY TOTS Project Costs are modified, amended or otherwise adjusted in any way, then any such modification, amendment or adjustment may be deemed a change in law pursuant to terms of this Agreement "NY TOTS Project Costs" means costs implemented by the NYISO and associated with the development of the transmission facilities in New York as approved by FERC pursuant to order 15 FERC 61,196 issued on March 17,2016. Retail Trade Transactions. At any time during the term of this Agreement, you may enter into one or more Retail Trade Transactions("RTTs")with us,which shall be evidenced by a fully executed RTT Confirmation and be incorporated herein. Such RTTsmay cover the purchase of.(1)blocks of electricity to fix your price for energy for a fixed hourly amount of power(an"Electric Block");and(2)renewable energy certificates in an amount equal to a prescribed percentage of your load volume. The Electric Block RTT Confirmation will specity the hourly amount of power,the hours of the day and days of the week in which the power will be delivered,and the specific zone in which the power will be delivered. If your electricity needs for the Accounts)are less than the Electric Block FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. SId.Short Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241300.257584.0 Printed: 10111/2018 Page-3-of 10 in any hour(or sub-hour in some markets), we shall settle the unused Electric Block volumes at the difference between the price of the Electric Block and the real time locational marginal price. If your electricity needs for the Accounas)exceed the Electric Block electricity in any hour(or sub-hour in some markets), we shall invoice you for any excess usage at the real time locational marginal price.Notwithstanding the foregoing,nothing in this Agreement shall relieve you from your obligation to pay for the entire volume of all Electric Blocks. Term. This Agreement will become effective and binding after you have signed this Agreement and we have counter-signed. Subject to successful enrollment of your Account(s),this Agreement shall commence on or about the date set forth under"Start Date",and end on or about th e date set forth under"End Date", unless extended on a holdover basis as described in this Agreement The actual Start Date is dependent on the UDC successfully enrolling the Accounas)and furnishing us with all necessary information regarding the Accounas)meter read cycle and meter read date(s). The dates set forth in the Account Schedule below reflect UDC information available at that time or as otherwise estimated by us. The actual meter read dates may occur on or about the dates set forth herein. We will use commercially reasonable efforts lo begin service to each Accounts)on the actual meter read date on or about the Start Date set forth herein. If we are unable b timely enroll an Account, the Start Date will commence on the next regularly scheduled UDC meter read cycle date following successful enrollment The End Date will remain the same unless extended for a holdover term We shall not be liable for any failure to enroll or drop an Account by the Start and End Date due to circumstances beyond our control. We will not be responsible for any gaps in service that may occur between the termination of your service from a prior supplier and the commencement of supply from us. Nothing in this Agreement shall be deemed to require or otherwise obligate us to offer to extend the term of this Agreement. If following termination or expiration of this Agreement(whether in whole or in part),for any reason,some or all of the Accounts remain designated by the UDC as being supplied by us, we may continue to serve such Accounts) on a month-b-month holdover basis.During such holdover term,we will calculate your invoice as follows: (Each Accounts metered usage,as adjusted by the applicable line loss factor)limes(the applicable ISO-published Real Time Locational Based Marginal Price ("LMP")(or in NYISO Zone J,the ISO-published Real Time LMP)+$.015000/kWh) +(a pass through of all costs and charges incurred for the retail delivery of energy to you)+Taxes. This Agreement will continue b govern the service of such Accounts during such holdover term Either party may terminate the holdover term at any time within its discretion at which time we will drop each Account as of the next possible meter read da le to the then applicable tariff service,whether default service or otherwise. Your Invoice. Your invoice will contain all charges applicable to your electricity usage,including Taxes(which are passed through to you).You will receive one invoice from the UDC for UDC charges and one invoice from us for all other charges("Dual Billing") unless we agree otherwise,or your Accounts) eligibility changes. All amounts charged are due in full within twenty (20) days of the invoice date,and we reserve the right to adjust amounts previously invoiced based upon supplemental or additional data we may receive from your UDC. Your invoices will be based on actual data provided by the UDC, provided that if we do not receive actual data in a timely manner, we will make a good faith estimate using your historical usage data and other information. Once we receive actual data we will reconcile the estimated charges and adjust them as needed in subsequent invoices. If you fail b make payment by the due date,interest will accrue daily on outstanding amounts from the due dab until the bill is paid in full at a rate of 1.50% per month,or the highest rate permitled by law, whichever is less. All invoices (including adjustments b those invoices)are conclusively presumed final and accurate unless such invoices are objected to by either you or us in writing,including adequate explanation and/or documentation,within 24 months after the date such invoice was rendered, provided however, we may rebill based on post-period audits or adjustments made by the ISO, UDC, or other governmental authoriy, commission or agency with jurisdiction in the state in which the accounts are located. Certain Warranties.You warrantand represent that for Accounts)located in the State of New York that the electricity supplied under this Agreement is not for use at a residence. You acknowledge and agree that file passes from us to you at the ISO/UDC interconnect Notices. All notices will be in writing and delivered by hand, certified mail, return receipt requested, or by first class mail,or by express carrier to our respective business addresses. Our business address is 1221 Lamar St Suite 750, Houston, TX 77010, Attn: Contracts Administration. Either of us can change our address by notice b the other pursuant to this paragraph. Customer Service. For questions about your invoice or our services,contact us at our Customer Service Department by calling bll-free 844-636-3749,or by e-mail at CusbmerCare@Constellation.com Your prior authorization of us to your UDC as recipient of your current and historical energy billing and usage data will remain in effect during the entire term of this Agreement including any renewal,unless you rescind the authorization upon wriften notice b us or by calling us at 844-636-3749. We reserve the right to cancel this Agreement in the event you rescind the authorization. Consumer Protections.The New York State Department of Public Service(DPS)will not resolve disputes or complaints associated with the services provided under this Agreement However,the DPS will monitor inquiries and contacts from non-residential customers regarding energy service companies, and an excessive number of confirmed complaints may result in an energy service company no longer being eligible to supply electricity or natural gas in New York State. The DPS Office of Consumer Services can be reached: by telephone toll free at 1-888-697-7728;in wriling at New York Slate Public Service Commission, Office of Consumer Services,Three Empire State Plaza,Albany,New York 12223;or by visiting www.dos.state.ny.us. IN THE EVENT OF AN EMERGENCY,POWER OUTAGE OR WIRES AND EQUIPMENT SERVICE NEEDS,CONTACT YOUR APPLICABLE UDC AT: FOR INTERNAL USE ONLY @2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241300.257584.0 Printed: 10/11/2018 Page-4-of 10 UDC Name =UDC Contact Numbers Niagara Mohawk Power Corporation I NIMO 1-800-867-5222 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.] FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Start Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241300.2575M.0 Printed: 10/1112018 Page-5-of 10 Each party has caused this Agreement to be executed by its authorized representative on the respective dates written below. Constellation NewEnergy,Inc. Customer: Town of Queensbury Signature: Signature: Printed Name: Printed Name: Chris Harrington Title: Title: Director Water Authority Date: Address: 1221 Lamar St Suite 750 Address: 823 CORINTH RD Houston,TX 77010 QUEENSBURY,NY 12804-8325 Attn:Contracts Administration Fax: 888-829-8738 Fax: Phone: 844-636.3749 Phone: (518)793-8866 Email: FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Fonn v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241300.257584.0 Printed: 10/1112018 Page-6-o110 securiy acceptable to us if your financial obligations to us increase under this General Terms and Conditions Agreement,or if,in our opinion,your credit,payment history,or ability to pay 1. Definitions. your bills as they come due becomes a concern.You will deliver any required "Ancillary Services And Other ISO Costs"means for any billing period the cash deposit or other required security(or any increase therein)within three applicable charges regarding ancillary services as set forth in the applicable (3)business days of our request ISO Open Access Transmission Tariff("OATT") and for other ISO costs not otherwise included in any of the delined cost components in this Agreement 3. Default under this Agreement. You will be in default under this including, without [irritation, those costs associated with Federal Energy Agreement if you fail to: pay your bills on time and in full; provide cash Regulatory Commission ('FERC") Order 745 18 CFR Part 35 (March 15, deposits or other security as required by Section 2 above; or perform all 2011), as modified thereafter. We will reasonably determine your Accounts material obligations under this Agreement and you do not cure such default monthly Ancillary Services And Other ISO Costs based on the Accounfs within 5 days of wrillen notice from us;or if you declare or file for bankruptcy $/kWh share of costs for Ancillary Services And Other ISO Costs or otherwise or otherwise become insolvent or unable to pay your debts as they come due. reasonable allocation method as we may determine from time to time based We will be in default under this Agreement if we fail to perform all material on how Ancillary Services And Other ISO Costs are assessed by the ISO. obligations under this Agreement and do not cure such default within 5 days "Capacity Costs" means a charge for fulfilling the capacity requirements for written notice from you, or if we declare or file for bankruptcy or otherwise the Accounl(s) imposed by the ISO or otherwise. become insolvent or unable to pay our debts as they come due. "Energy Costs"means a charge for the cost items included in the Locafonal Marginal Price for the ISO zone identified in the Account Schedule 4. Remedies upon default; Early Termination Payment. If you are in "ISO" means the independent system operator or regional transmission default under this Agreement, in addition to any other remedies available to organization responsible for the service territory governing an Account,or any us, we may terminate this Agreement entirely,or solely with respect to those successor or replacement entity. Accounts adversely affected by such default,and switch your Account(s)back "Line Loss Costs"means the costs(to the extent not already captured in the to UDC service (consistent with applicable regulations and UDC practices); applicable Energy Costs) applicable to each Account based on the kW/h and/or you will be required to pay us an early termination payment b difference between the UDC metered usage and the ISO sefement compensate us for all losses we sustain due to your default, including: volumes. If Line Loss Costs are"Fixed;the Line Loss Costs are included in all amounts you owe us for electricity provided to you; the Energy Costs and will not be invoiced as a separate line item. If Line Loss the positive difference,if any,between(A)the price you would have Costs are 'Passed Through," the Line Loss Costs will be invoiced as a paid us under this Agreement had it not been terminated early(including our separate line item and calculated based on the applicable fixed price or margin), less the then-current market price of electricity and services under locational marginal price for the corresponding usage. terms substantially similar b the terms of this Agreement as reasonably "Non Time Of Use"or"NTOU"means all hours of each day. calculated by us based on information available to us internally or supplied by "NY ZEC Program Costs"means any cost related b the purchase of zero- one or more third parties;multiprred by(B)the estimated undelivered volume ernissions credits("ZEC's')ham New York nuclear generating facilities of electricity you would consume through the end of the term,as reasonably associated with the"Order Adopting a Clean Energy Standard"in DPS Case calculated by us 15-E-0302. ;and "NY REC Program Costs"means any cost related to the purchase of eligible • all costs (including attorneys' fees, expenses and court costs) we renewable energy certificates ("REC's")associated with the'Order Adopting a incur in collecting amounts you owe us under this Agreement Clean Energy Standard"in DIPS Case 15-E-0302. "NYC UXT'means New York City Utirly Excise Tax. The parties agree that any early terrrvnation payment determined in "Off Peak"means all hours other than Peak hours. accordance with this Section is a reasonable approximation of harm or loss, "Peak"means the hours designated as peak from time to time by the UDC. and is not a penalty or punitive in any respect and that neither parry will be "Taxes" means all federal, state, municipal and local faxes, duties, fees, required to enter into a replacement transaction in order to determine or be levies, premiums or other charges imposed by any governmental authority, entitled to a termination payment directly or indirectly, on or with respect to the elechiciy and related products and services provided under this Agreement including any hazes enacted after the date we entered into this Agreement 5.Changes in law. We may pass through or allocate,as the case may be,to "UDC" means your local electric distribution utility owning and/or controlling you any increase or decrease in our costs related to the electricity and related and maintaining the distribution system required for delivery of electriciy b products and services sold to you that results from the implementation of new, the Accounts. or changes (including changes to formula rate calculations)to existing,Laws, "UDC Charges"means all UDC costs, charges,and fees,due under UDC's or other requirements or changes in adrninistration or interpretation of Laws or delivery services rates associated with your use of UDC's distribution network, other requirements."Law"means any law,rule,regulation,ordinance,statute, all as defined by the UDC tariffs, and any simlar or related charges the UDC judicial decision, administrative order, ISO business practices or protocol, may impose from time to time UDC or ISO tariff, rule of any commission or agency with jurisdiction in the state in which the Accounts are located. Such additional amounts will be 2. Cash deposit and other security. At any time,we may require that you included in subsequent invoices to you.The changes described in this Section provide information to us so that we may evaluate your creditworthiness.We may change any or all of the charges described in this Agreement whether reserve the right to require that you make a cash deposit or provide other described as "fixed,""variable,""pass-through"or otherwise. Your first bill FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC Allrights reserved. Errors and omissions excepted. Sid.Short Fonny.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241300.257584.0 Printed: 10/11/2018 Page-7-of 10 reflecting increased costs will include a bill insert describing the increase in INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR costs in reasonable detail. THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 6. Events beyond either of our reasonable control. If something happens 10.Relationship of Parties;Representations and Warranties. We are an that is beyond either of our reasonable control that prevents either of us from independent contractor, and nothing in this Agreement establishes a joint perforndng our respective obligations under this Agreement, then whichever venture, fiduciary relationship,partnership or other joint undertaking. We are one of us cannot perform will be relieved from performance until the situation not acting as your consultant or advisor, and you will not rely on us in is resolved. Examples of such events include: acts of God, fire, flood, evaluating the advantages or disadvantages of any specific product or hurricane,war,terrorism;declaration of emergency by a governmental entity, service, predictions about future energy prices, or any other matter. Your the ISO or the UDC; curtailment disruption or interruption of electricity decision to enter into this Agreement and any other decisions or actions you transmission, distribution or supply; regulatory, administrative, or legislative may take is and will be based solely upon your own analysis(or that of your action, or action or restraint by court order or other governmental entily; advisors)and not on information or statements from us.You represent()you actions taken by third parties not under your or our control,such as the ISO or are duly organized and in good standing under the Laws of the jurisdiction of a UDC. Such events shall not excuse failure to make payments due in a your formation; (ii) you are authorized and qualified to do business in the timely manner for electricity supplied to you prior to such event Further, if jurisdiction necessary to perform under this Agreement (ii) execution, such an event prevents or makes it impossible or impracticable for the delivery and performance of this Agreement are duly authorized and do not claiming party to carry out any obligation under this Agreement due to the violate any of your governing documents or contracts or any applicable Law; events beyond either of our reasonable control for more than 30 days,then and (iv) if you are a Governmental Entity,you further warrant(a)you have whichever one of us whose performance was not prevented by such events complied with all applicable bidding and procurement laws in awarding this shall have the right to terminate this Agreement without penalty upon 30 days' Agreement (b) you will not claim immunity on the grounds of sovereignty or written notice to the other, similar grounds from enforcement of this Agreement and(c)you will obtain all necessary budgetary approvals, appropriations and funding for all of your 7. UDC or ISO obligations. We will have no liability or responsibility for obligations under this Agreement the failure of which shall not be an excuse matters within the control of the UDC or the ISO-controlled grid,which include for Governmental Entity's performance or failure b perform hereunder and maintenance of electric lines and systems, service interruptions, loss or upon request will provide proof of such authority. 'Governmental Entity" termination of service,deterioration of electric services,or meter readings. . means a municipally, county, governmental board or department commission, agency, bureau, administrative body,joint action agency, court 8. Limitation on Liability. IN NO EVENT WILL EITHER PARTY OR ANY or other similar political subdivision(including a public school district or special OF ITS RESPECTIVE AFFILIATED COMPANIES BE LIABLE FOR ANY purpose district or authority), or public entily or instrumentality of the United CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE Slates or one or more states. DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST OPPORTUNITIES OR LOST PROFITS NOT CONTEMPLATED BY SECTION 4.Each party's 11. Confidentiality. Consistent with applicable regulatory requirements, we total liability related to this Agreement whether arising under breach of will hold in confidence all information obtained by us from you related to the contract fort strict liability or otherwise, will be limited to direct actual provision of services under this Agreement and which concern your energy damages. Direct actual damages payable to us will reflect the early characteristics and use patterns, except that we may, consistent with termination payment calculation in Section 4. Each pary agrees to use applicable law and regulation, disclose such information b (a) our alliliates commercially reasonable efforts to mtfigale damages it may incur. NO.and such affiliates' employees, agents, advisors, and independent WARRANTY, DUTY,OR REMEDY,WHETHER EXPRESSED,IMPLIED OR contractors, (b) third parties representing you in this purchase of electricity, STATUTORY,ON OUR PART IS GIVEN OR INTENDED TO ARISE OUT OF and(c)other third parties,if the inormation(i)is presented in aggregate and THIS AGREEMENT,INCLUDING ANY WARRANTY OF MERCHANTABILITY (t) cannot be reasonably expected to identity you. Except as otherwise OR FITNESS FOR A PARTICULAR PURPOSE OR USE. required by law, you will agree to keep confidential the terms of our Agreement including price. 9. DISPUTE RESOLUTION.THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE 12. Miscellaneous Provisions. If in any circumstance we do not provide IN WHICH ANY ACCOUNT IS LOCATED,WTHOUT GIVING EFFECT TO notice of, or object b, any default on your part such situation will not ANY CONFLICTS OF LAW PROVISIONS,AND ANY CONTROVERSY OR constitute a waiver of any future default of any kind. If any of this Agreement CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT WILL BE is held legally invalid,the remainder will not be affected and will be valid and SETTLED IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS enforced to the fullest extent permitted by law and equity, and there will be AGREEMENT BY A COURT LOCATED IN SUCH STATE. IF THE MATTER deemed substitulad for the invalid provisions such provisions as will most AT ISSUE INVOLVES ACCOUNTS OR MATTERS IN MORE THAN ONE nearly carry out our mutual intent as expressed in this Agreement. You may STATE,THE GOVERNING JURISDICTION AND VENUE SHALL BE not assign or otherwise transfer any of your rights or obligations under this DEEMED TO BE NEW YORK. TO THE EXTENT ALLOWED BY Agreement without our prior written consent Any such attempted transfer will APPLICABLE LAW,WE ALSO BOTH AGREE IRREVOCABLY AND be void. We may assign our rights and obligations under this Agreement UNCONDITIONALLY TO WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO This Agreement contains the entire agreement between both of us, INITIATE OR BECOME A PARTY TO ANY CLASS ACTION CLAIMS WITH supersedes any other agreements, discussions or understandings(whether RESPECT TO ANY ACTION,SUIT OR PROCEEDING DIRECTLY OR written or oral) regarding the subject matter of this Agreement and may not FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241300.257584.0 Printed: 10/11/2018 Page-B-of 10 be contradicted by any prior or contemporaneous oral or written agreement A facsimile or e-mailed copy with your signature will be considered an original for all purposes, and you will provide original signed copies upon request Each party authorizes the other party to affix an ink or digital stamp of its signature fo tlrts Agreement,and agrees to be bound by a document executed in such a manner. The parties acknowledge that any document generated by the parties with respect to Oils Agreement, including this Agreement may be imaged and stored electronically and such imaged documents may be introduced as evidence in any proceeding as if such were original business records and neither party shall contest their admissibility as evidence in any proceeding. Except as otherwise explicitly provided in this Agreement no amendment (including in form of a purchase order you send us) to this Agreement will be valid or given any effect unless signed by both of us. Applicable provisions of this Agreement will continue in effect aher termination or expiration of this Agreement to the extent necessary, including those for billing adjustments and payments, inderrnilicalion, lirritations of liability, and dispute resolution. This Agreement is a "forward contracP and we are a "forward contract merchant' under the U.S. Bankruptcy Code, as amended. Further, we are not providing advice regarding "commodity interesIs", including futures contracts and commodity options or any other matter,which would cause us to be a commodity trading advisor under the U.S.Commodity Exchange Act as amended. FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Sid.Short Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Htls G241300.257584.0 Printed: 1011112018 Page-9-of 10 ACCOUNT SCHEDULE: For: Town of Queensbury The Pricing set forth below is only valid until 5.00 PM Eastern Prevailing Time on October 17 2018 We shall have no obligation to enroll or supply electricity to any account(s)that are not identified on the Account Schedule be low. Please verify that your specific information is COMPLETE and ACCURATE. Your review and acceptance of this information will help ensure accurate future invoices Notes Accounts or Service Addresses listed in the Account(s)Schedule may be updated or replaced with a new account number issued by the UDC,ISO or other entity. THIS DOCUMENT MAY BE RETURNED TO SELLER BY FAX TO(888)-829.8738 OR AS OTHERWISE DIRECTED. No.of Service Accounts: 1 Retail Service UDC Account Start I End Price UDC Number Service Address Date Date ($/kWh) 823 CORKI-H RD,QUEENSSURY, NIMO 5124036107 NY 128048325 11/10/18 1 11/04/20 $0.01279 TO ACCEPT THE PRICINGABOVE,PLEASE FAX A SIGNED COPY OF THIS AGREEMENT TO US AT 888-829-8738. Payments to Certain Third-Parties:You acknowledge and understand that • We are making a payment to Municipal Electric and Gas Alliance, Inc.in connection with its efforts to facilitate our entering into this Agreement and • Your price reflects the fee we are paying to Municipal Electric and Gas Alliance, Inc. • Municipal Electric and Gas Alliance,Inc.is acting on yourbehalf as your representative and is not a representative or agent of ours. • You should direct any questions regarding such tee b Municipal Electric and Gas Alliance, Inc.. FOR INTERNAL USE ONLY 02018 Constellation Energy Resources, LLC Ali rights reserved. Errors and omissions excepted. Std.Short Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241300.257&A.0 Printed: 10111/2018 Page 10 of 10 Agreement is Not onste .anon Valid Unless Executed by Seller Constellation NewEnergy,Inc. Electricity Supply Agreement—Fixed Price Solutions CUSTOMER DISCLOSURE STATEMENT' Length of the agreement and end Your agreement with us becomes binding once signed by both of us. Subject b successful enrollment of your date: Accoun(s),we will supply each Account with electricity skirting on or about the date set forth on the Account Schedule below under'Start Date",through on or about the date set forth on the Account Schedule below under 'End Date",unless extended on a holdover basis as described in this Agreement We wil use commercially reasonable efforts b begin service to each Account on the actual meter read date on or about the Start Date. However,if we are unable b timely enroll an Account,the Start Date will commence on the next regularly scheduled UDC meter read cycle date following successful enrollment Process customer may use to As a commercial or industrial customer(rather than a residential customer),once you have signed a valid and rescind the agreement without binding agreement with us,you have no right b rescind our agreement without penalty. penalty. Amount of early termination fee If you terminate our contract prior b the End Dale as stated above other than due to our default as specified in and method of calculation: the agreement,you may be liable for an early termination payment calculated as the difference between(1)the prices below multiplied by the remaining anticipated usage of your accounts) and(2)the amount we would be able b resell such related services.This calculation will also apply b any subsequent Retail Trade Transactions you enter into to fix the price for a portion of your usage or for green renewable energy certificates. You will also be liable for all past due amounts as well as any costs incurred by us in connection with collecting any such amounts. Amount of late payment and If you fail to pay within twenty(20)days of the invoice date,you are liable for late payment interest,which will method of calculation: accrue daily on outstanding amounts from the due date until the bill is paid in full at a rate of 1.50%per month or the highest rate permitted by law whichever is less). Provisions for renewal of the At the End Dab,if for any reason you fail to renew this Agreement and/or if any Accounts)remain designated agreement by the UDC as being served by us,we may continue b serve your Accounts)on a month-b-month holdover basis. In this case,we will charge you the Holdover Rate for the period following the End Dale unless we enter into a new agreement or either of us returns your account(s)b UDC service or as being served by another supplier. The Holdover Rate is your accounts)'s Idlowat-hour usage in each hour(adjusted by the applicable line loss factors) multiplied by the sum of the NYISO locational marginal price plus all costs we incur in serving the account(s)plus our fee(specified in the Agreement as$.016000/kWh)plus applicable Taxes. We will use the day ahead locationai marginal price for all accounts)except those located in Zone J; for those accounts) we will use the day ahead localional marginal price. Conditions under which savings b There are no guaranteed savings for this product the customer are uaranteed: Fixed or Variable, (explanation of Your bill is calculated using the fixed prices below and the quantities of use indicated for each price. For each of how the price is deterained): the items listed as fixed below,this means the item is included in your fixed price. For each of the items listed as passed through below,you wHl be charged a variable price to cover the costs associated with the item The prices do not include UDC charges and Taxes(except in the case of NYC UXT(defined below)when Ullity Consolidated billing is used). Energy Cost Fixed Ancillary Services And Other ISO Costs Fixed Capacity Costs Fixed Line Loss Costs Fixed NY TOTS Project Costs Fixed NY ZEC Program Costs Fixed NY REC Program Costs Fixed The costs associated with those cost components identified above as"fixed"are included in the prices set forth in the table below. ©2018 Constellation Energy Resources, LLC All rights reserved. FOR INTERNAL USE ONLY Errors and omissions excepted. Sld.Short Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241359.257584.0 Printed: 1011212018 Page-1-of 11 Price(s)for Fixed Price Solutions: First Available Start Date Last Available End Date Ener Price Non TOU $/kWh 10/29/18 11/26/20 $0.05475 ' This Customer Disclosure Statement has been provided pursuant In applicable law 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 subs§kjte for reading our agreement in full. Please see the complete agreement for all applicable terms and condilions. ©2018 Constellation Energy Resources,LLC All rights reserved. FOR INTERNAL USE ONLY Errors and omissions excepted. Std.Short Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G24M9.257584.0 Printed: 10/12/2018 Page-2-of l l TOWN OF QUEENS BURY("Customer")AND Constellation NewEnergy,Inc.("Seller")AGREE AS FOLLOWS: Defined Terms. Capitalized terms have the meanings set out in this Electricity Supply Agreement including the attached General Terms and Conditions ("Agreement");generally the words"you"and"your"refer to the Customer fisted above and the words"we"and"us"refer to Seller,unless the context dearly requires otherwise. Purchase and Sale of Electricity. You will purchase and receive,and we will sell and supply all of your electricity requirements at the prices set forth below for each account identified in the Account Schedule below("Account'). By signing this Agreement you authorize us to enroll each Account with your UDC so that we can supply those Account(s). You will fake such actions as we request to allow us to enroll each Account in a timely manner.You agree that we may select such sources of energy as we deem appropriate to meet our obligations under this Agreement We will enroll each Account with the applicable UDC as being supplied by us and will take such other actions with the applicable UDC and ISO necessary for us to meet our obligation s under this Agreement The specific prices for each Account are set forth in the Account Schedule,below.You are also responsible to pay(1)Taxes-which we will pass through to you on your bill or as part of the price of electricity,as may be required by law,rule or regulation and(2)UDC charges for delivery/distribution services if we provide you a single bill that includes UDC charges.We will apply all appropriate Taxes unless and until you provide a valid certification of tax exempt status. Your prices are fixed for the existing term of this Agreement and only subject to change if there is a change in law,as described in Section 5 of the General Terms and Conditions below. The UDC charges(if any)and Taxes are charged to you as a"pass-through,"which means they will change during the existing term of this Agreement if and as the related charges assessed or charged vary for any reason, including but not limited to the types of changes described above. Cost Components. For each of the items listed as"Fixed"below, this means the item is included in your contract prices as set forth in the Account Schedule. For each of the items listed as"Passed Through'below, this means that you will be charged the costs associated with the line item in accordance with the delinNons of each item in Section 1,Definitions of the General Terms and Conditions. Energy Costs Fixed Ancillary Services And Other ISO Costs Fixed Capacity Costs Fixed Line Loss Costs Fixed NY ZEC Program Costs Fixed NY REC Program Costs Fixed The contract prices contained in the Account Schedule include any credit costs and margin. NY TOTS Project Costs: Customer's contract price includes New York Transmission Owner Transmission Solution("TOTS")Project Costs.Such NY TOTS Project Costs are considered"Fixed"under this Agreement and are included in the contract price. In the event fiat the NY TOTS Project Costs are modified, amended or otherwise adjusted in any way, then any such modification, amendment or adjustment may be deemed a change in law pursuant to terms of this Agreement "NY TOTS Project Costs" means costs implemented by the NYISO and associated with the development of the transrnission facilities in New York as approved by FERC pursuant to order 15 FERC 61,196 issued on March 17,2016. Retail Trade Transactions. At any time during the term of this Agreement, you may request the purchase of renewable energy certificates in an amount equal to a prescribed percentage of your bad volume by entering into one or more Renal Trade Transactions ("RTTs")betwee n us. If we both agree to the pricing and terms of the renewable energy certificates purchase,a separate RTT Confirmation signed by both of us will docume nt each such purchase and be incorporated herein. Term. This Agreement will become e%clive and binding after you have signed this Agreement and we have counter-signed. Subject to successful enrollment of your Account(s),this Agreement shall commence on or about the date set forth under"Start Date",and end on or about the date set forth under"End Date", unless extended on a holdover basis as described in this Agreement The actual Start Date is dependent on the UDC successfully enrolling the Accounas)and furnishing us with all necessary information regarding the Account(s)meter read cycle and meter read date(s). The dates set forth in the Account Schedule below reflect UDC information available at that lime or as otherwise estimated by us. The actual meter read dates may occur on or about the dates set forth herein. We will use commercially reasonable efforts b begin service b each Accounas)on the actual meter read date on or about the Start Dale set forth herein. If we are unable to timely enroll an Account the Start Date will commence on the next regularly scheduled UDC meter read cycle date following successful enrollment The End Date will remain the same unless extended for a holdover term We shall not be liable for any failure to enroll or drop an Account by the Start and End Dale due to circumstances beyond our control. We will not be responsible for any gaps in service that may occur between the termination of your service from a prior supplier and the commencerren t of supply from us. FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Sid.Start Form v.2010 Rev Nov-01.2017 0 Sales Rep:Jeffrey S Hills G241359.257584.0 Printed: 1011212018 Page-3-of 11 Nothing in this Agreement shall be deemed to require or otherwise obligate us to offer to extend the term of this Agreement. If following termination or expiration of this Agreement(whether in whole or in parl),for any reason,some or all of the Accounts remain designated by the UDC as being supplied by us, we may continue to serve such Accounl(s) on a month-b-month holdover basis.During such holdover term,we will calculate your invoice as follows: (Each Accounfs metered usage,as adjusted by the applicable line loss factor)times(tire applicable ISO-published Real Time Locational Based Marginal Price ("LMP")(or in NYISO Zone J,the ISO-published Real Time LIMP)+$.016000/kWh)+(a pass through of all costs and charges incurred for the retail delivery of energy to you)+Taxes. This Agreement will continue to govern the service of such Accounts during such holdover term. Either party may terminate the holdover term at any time within its discretion at which time we will drop each Account as of the next possible meter read dale to the then applicable tariff service,whether default service or otherwise. Your Invoice. Your invoice will contain at charges applicable to your electricity usage,including Taxes(which are passed through to you).You will receive one invoice from the UDC for UDC charges and one invoice from us for all other charges("Dual Billing`)unless we agree otherwise,or your Accounas) eligibility changes. All amounts charged are due in full within twenty (20) days of the invoice date,and we reserve the right to adjust amounts previously invoiced based upon supplemental or additional data we may receive from your UDC. Your invoices will be based on actual data provided by the UDC, provided that if we do not receive actual data in a timely manner, we will make a good faith estimate using your historical usage data and other information. Once we receive actual data we will reconcile the estimated charges and adjust them as needed in subsequent invoices. If you fail to make payment by the due date,interest will accrue daily on outstanding amounts from the due date unit the bill is paid in full at a rate of 1.50%per month,or the highest rate permitted by law, whichever is less. All invoices (including adjustments b those invoices)are conclusively presumed final and accurate unless such invoices are objected to by either you or us in writing,including adequate explanation and/or documentation,within 24 months after the date such invoice was rendered, provided however, we may rebill based on post-period audits or adjustments made by the ISO, UDC, or other governmental authority, commission or agency with jurisdiction in the shale in which the accounts are located. Certain Warranties.You warrantand represent that for Account(s)located in the State of New York that the electricity supplied under this Agreement is not for use at a residence. You acknowledge and agree that tie passes from us b you at the ISO/UDC interconnect Notices. All notices will be in writing and delivered by hand, certified mail, return receipt requested, or by first class mail,or by express carrier to our respective business addresses. Our business address is 1221 Lamar St Suite 750, Houston, TX 77010,Attn: Contracts Administration. Either of us can change our address by notice to the other pursuant to this paragraph. Customer Service. For questions about your invoice or our services,contact us at our Customer Service Department by calling toll-free 844-636-3749,or by e-mail at CustomerCare@Constellaton.com Your prior authorization of us to your UDC as recipient of your current and historical energy billing and usage data will remain in effect during the entire term of this Agreement,including any renewal,unless you rescind the authorization upon written notice b us or by calling us at 844-636-3749. We reserve the right to cancel this Agreement in the event you rescind the authorization. Consumer Protections.The New York State Department of Public Service(DPS)will not resolve disputes or complaints associated with the services provided under this Agreement However,the DPS will monitor inquiries and contacts from non-residential customers regarding energy service companies, and an excessive number of confirmed complaints may result in an energy service company no longer being eligible to supply electricity or natural gas in New York State. The DPS Office of Consumer Services can be reached: by telephone loll free at 1-888-697-7728;in writing at New York State Public Service Commission, Office of Consumer Services,Three Empire State Plaza,Albany,New York 12223;or by visiting www.dos.state.ny.us. IN THE EVENT OF AN EMERGENCY,POWER OUTAGE OR WIRES AND EQUIPMENT SERVICE NEEDS,CONTACT YOUR APPLICABLE UDC AT: UDC Name UDC Abbreviation Contact Numbers Niagara Mohawk Power Corporation I NIMO 1-800-867-5222 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.] FOR INTERNAL USE ONLY @2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Sid.Short Form v.2010 Rev Nov-01-2017 Sales Rep:Jeffrey S H11s G241359.257584.0 Printed: 10/1212018 Page-4-of 11 Each party has caused this Agreement to be executed by its authorized representative on the respective dates written below. Constellation NewEnergy,Inc. Customer: Town of Queensbury Signature: Signature: Printed Name: Printed Name: John Stough Tide: Title: Supervisor Date: Address: 1221 Lamar St.Suite 750 Address: 823 CORINTH RD Houston,TX 77010 QUEENSBURY,NY 12804-8325 Attn:Contracts Administration Fax: 888-829.8738 Fax: Phone: 844-636-3749 Phone: 518-761-8229 Email: JohnS@queensbury.net FOR INTERNAL USE ONLY @2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Fonn v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241359.257584.0 Printed: 10/1212018 Page-5-of11 security acceptable to us if your financial obligations b us increase under this General Terms and Conditions Agreement,or if,in our opinion,your credit,payment history,or ability b pay 1. Definitions. your bills as they come due becomes a concern.You will deliver any required "Ancillary Services And Other ISO Costs"means for any billing period the cash deposit or other required security(or any increase therein)within three applicable charges regarding ancillary services as set forth in the applicable (3)business days of our request ISO Open Access Transmission Tariff("OATT") and for other ISO costs not otherwise included in any of the defined cost components in this Agreement 3. Default under this Agreement. You will be in default under this including, without limitation, those costs associated with Federal Energy Agreement if you fail to: pay your bills on time and in full; provide cash Regulatory Corrmiss ri ("FERC") Order 745 18 CFR Part 35 (March 15, deposits or other security as required by Section 2 above;or perform all 2011), as modified thereafter. We will reasonably determine your Accounts material obligations under this Agreement and you do not cure such default monthly Ancillary Services And Other ISO Costs based on the Accounts within 5 days of written notice from us;or if you declare or Ile for bankruptcy $IkWh share of costs for Ancillary Services And Other ISO Costs or otherwise or otherwise become insolvent or unable b pay your debts as they come due. reasonable allocation method as we may determine from time b time based We will be in default under this Agreement if we fail to perform all material on how Ancillary Services And Other ISO Costs are assessed by the ISO. obligations under this Agreement and do not cure such default within 5 days "Capacity Costs" means a charge for fulfilling the capacity requirements for written notice from you, or if we declare or Ile for bankruptcy or otherwise the Account(s) imposed by the ISO or otherwise. become insolvent or unable to pay our debts as they come due. "Energy Costs"means a charge for the cost items included in the Locafonal Marginal Price for the ISO zone identified in the Account Schedule 4. Remedies upon default; Early Termination Payment. If you are in "ISO" means the independent system operator or regional transmission default under this Agreement, in addition b any other remedies available b organization responsible for the service territory governing an Account,or any us,we may terminate this Agreement entirely,or solely with respect b those successor or replacement entity. Accounts adversely affected by such default,and switch your Accounts)back "Line Loss Costs"means the costs(b the extent not already captured in the b UDC service (consistent with applicable regulations and UDC practices); applicable Energy Costs) applicable b each Account based on the kWlh and/or you will be required to pay us an early termination payment to difference between the UDC metered usage and the ISO settlement compensate us for all losses we sustain due to your default, including: volumes. If Line Loss Costs are"Fixed,"the Line Loss Costs are included in all amounts you owe us for electricity provided to you; the Energy Costs and will not be invoiced as a separate line item. If Line Loss the positive difference,if any,between(A)the price you would have Costs are "Passed Through; the Line Loss Costs will be invoiced as a paid us under this Agreement had it not been terminated early(including our separate line item and calculated based on the applicable fixed price or margin), less the then-current market price of electricity and services under Iocational marginal price for the corresponding usage. terms substantially simiar b the terms of this Agreement, as reasonably "Non Time Of Use"or"NTOU"means all hours of each day. calculated by us based on information available b us internally or suppried by "NY ZEC Program Costs"means any cost related b the purchase of zero- one or more third parties;multipfred by(B)the estimated undelivered volume emissions credits("ZEC's")from New York nuclear generating facilities of electricity you would consume through the end of the term,as reasonably associated with the"Order Adopting a Clean Energy Standard"in CPS Case calculated by us 15-E-0302. ;and "NY REC Program Costs"means any cost related to the purchase of eligible • all costs (including attorneys' fees, expenses and court costs) we renewable energy certificates ('REC's')associated with the'Order Adopting a incur in collecting amounts you owe us under this Agreement Clean Energy Standard"in DPS Case 15-E-0302. "NYC UXT'means New York City Utility Excise Tax. The parties agree that any early ferrninaton payment deterrrined in "Off Peak"means all hours other than Peak hours. accordance with this Section is a reasonable approximation of harm or loss, "Peak"means the hours designated as peak from time to time by the UDC, and is not a penalty or punitive in any respect,and that neither party will be "Taxes" means all federal, stale, municipal and local faxes, duties, fees, required to enter into a replacement transaction in order to determine or be levies, prerniums or other charges imposed by any governmental authority, entitled to a ferrnination payment directly or indirectly, on or with respect to the electricity and related products and services provided under this Agreement, including any faxes enacted after the date we entered into this Agreement 5.Changes in law. We may pass through or allocate,as the case may be,to "UDC" means your local electric distribution utility owning and/or controlling you any increase or decrease in our costs related to the electricity and related and maintaining the distribution system required for delivery of electricity b products and services sold b you that results from the implementation of new, the Accounts. or changes (including changes to formula rate calculations)b existing,Laws, "UDC Charges"means all UDC costs, charges,and fees,due under UDC's or other requirements or changes in administration or interpretation of Laws or delivery services rates associated with your use of UDC's distribution network, other requirements."Law"means any law,rule,regulation,ordinance,sfahute, all as defined by the UDC tariffs, and any sirrilar or related charges the UDC judicial decision, administrative order, ISO business practices or protocol, may impose from time to time UDC or ISO tariff, rule of any commission or agency with jurisdiction in the state in which the Accounts are located. Such additional amounts will be 2. Cash deposit and other security. At any time,we may require that you included in subsequent invoices to you.The changes described in this Section provide information to us so that we may evaluate your creditworthiness.We may change any or all of the charges described in this Agreement,whether reserve the right to require that you make a cash deposit or provide other described as "fixed," "variable,""pass-through" or otherwise. Your first bill FOR INTERNAL USE ONLY @2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241359.2575M.0 Printed: 1011212018 Page-6-of 11 reflecting increased costs will include a bill insert describing the increase in INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR costa in reasonable detail. THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 6. Events beyond either of our reasonable control. Ifsomelhing happens 10.Relationship of Parties;Representations and Warranties. We are an that is beyond eiflter of our reasonable control that prevents either of us from independent contractor, and nothing in this Agreement establishes a joint performing our respective obligations under this Agreement, then whichever venture, fiduciary relationship,partnership or other joint undertaking. We are one of us cannot perform will be relieved from performance until the situation not acting as your consultant or advisor, and you will not rely on us in is resolved. Examples of such events include: acts of God, fire, flood, evaluating the advantages or disadvantages of any specific product or hurricane,war,terrorism;declaration of emergency by a governmental entity, service, predictions about future energy prices, or any other matter. Your the ISO or the UDC; curtailment disruption or interruption of electricity decision to enter into this Agreement and any other decisions or actions you transmission, distribution or supply; regulatory, administrative, or legislative may take is and will be based solely upon your own analysis(or that of your action, or action or restraint by court order or other governmental entity; advisors)and not on information or statements from us.You represent(1)you actions taken by third parties not under your or our control,such as the ISO or are duty organized and in good standing under fie Laws of the jurisdiction of a UDC. Such events shall not excuse failure to make payments due in a your formation; (ii) you are authorized and qualified to do business in the timely manner for electricity supplied to you prior b such event Further, if jurisdiction necessary to perform under his Agreement (ui) execution, such an event prevents or makes It impossible or impracticable for he delivery and performance of this Agreement are duly authorized and do not dairrng party to carry out any obligation under this Agreement due to the violate any of your governing documents or contracts or any applicable Law; events beyond either of our reasonable control for more than 30 days,then and (iv) if you are a Governmental Entity,you further warrant(a)you have whichever one of us whose performance was not prevented by such events complied with all applicable bidding and procurement laws in awarding this shall have the right to terminate this Agreement without penalty upon 30 days' Agreement, (b) you will not claim immunity on the grounds of sovereignty or written notice b the other. similar grounds from enforcement of this Agreement and(c)you will obtain all necessary budgetary approvals, appropriations and funding for all of your 7. UDC or ISO obligations. We will have no liability or responsibility for obligations under this Agreement the failure of which shall not be an excuse matters within the control of the UDC or the ISO-controlled grid,which include for Governmental Entity's performance or failure b perform hereunder and maintenance of electric lines and systems, service interruptions, loss or upon request will provide proof of such authority. "Governmental Entity" termination of service,deterioration of electric services,or meter readings. . means a municipality, county, governmental board or department commission, agency, bureau, administrative body,joint action agency, court 8. Limitation on Liability. IN NO EVENT WILL EITHER PARTY OR ANY or other similar political subdivision(including a public school district or special OF ITS RESPECTIVE AFFILIATED COMPANIES BE LIABLE FOR ANY purpose district or authority), or public entity or instrumentality of the United CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE States or one or more states. DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST OPPORTUNITIES OR LOST PROFITS NOT CONTEMPLATED BY SECTION 4.Each parly's 11. Confidentiality. Consistent with applicable regulatory requirements, we total liability related to this Agreement whether arising under breach of will hold in confidence all information obtained by us from you related to the contract tort strict liability or otherwise, will be limited b direct actual provision of services under this Agreement and which concern your energy damages. Direct actual damages payable to us will reflect the early characteristics and use patterns, except that we may, consistent with terrnination payment calculation in Section 4. Each party agrees to use applicable law and regulation, disclose such information to (a) our affiliates commercially reasonable efforts b mitigate damages it may incur. NO and such affiliates' employees, agents, advisors, and independent WARRANTY, DUTY,OR REMEDY,WHETHER EXPRESSED, IMPLIED OR contractors, (b) third parties representing you in this purchase of electricity, STATUTORY,ON OUR PART IS GIVEN OR INTENDED TO ARISE OUT OF and(c)other third parties,if the information(i)is presented in aggregate and THIS AGREEMENT,INCLUDING ANY WARRANTY OF MERCHANTABILITY (tl) cannot be reasonably expected b identify you. Except as otherwise OR FITNESS FOR A PARTICULAR PURPOSE OR USE. required by law, you will agree to keep confidential-the terms of our 9. DISPUTE RESOLUTION.THIS AGREEMENT WILL BE GOVERNED BY Agreement including price. AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE 12. Miscellaneous Provisions. If in any circumstance we do not provide IN WHICH ANY ACCOUNT IS LOCATED,WITHOUT GIVING EFFECT TO notice of, or object b, any default on your part such situation will not ANY CONFLICTS OF LAW PROVISIONS,AND ANY CONTROVERSY OR constitute a waiver of any future default of any kind. If any of his Agreement CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT WILL BE is held legally invalid,the remainder will not be affected and will be valid and SETTLED IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS enforced to the fullest extent perrdtfed by law and equity, and there will be AGREEMENT BY A COURT LOCATED IN SUCH STATE. IF THE MATTER deemed substituted for the invalid provisions such provisions as will most AT ISSUE INVOLVES ACCOUNTS OR MATTERS IN MORE THAN ONE nearly carry out our mutual intent as expressed in this Agreement You may STATE,THE GOVERNING JURISDICTION AND VENUE SHALL BE not assign or otherwise transfer any of your rights or obligations under this DEEMED TO BE NEW YORK. TO THE EXTENT ALLOWED BY Agreement without our prior written consent Any such attempted transfer will APPLICABLE LAW,WE ALSO BOTH AGREE IRREVOCABLY AND be void. We may assign our rights and obligations under this Agreement UNCONDITIONALLY TO WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO This Agreement contains tie entire agreement between both of us, INITIATE OR BECOME A PARTY TO ANY CLASS ACTION CLAIMS WITH supersedes any other agreements, discussions or understandings(whether RESPECT TO ANY ACTION,SUIT OR PROCEEDING DIRECTLY OR written or oral) regarding he subject matter of his Agreement and may not ©2018 Constellation Energy Resources,LLC All rights reserved. FOR INTERNAL USE ONLY Errors and omissions excepted. Std.Short Fonn v.2010 Rev Nov-01-2017 0 Sales Rep:Jeffrey S Hills G241359.257584.0 Printed: 10(12(2018 Page-7-of 11 be contradicted by any prior or contemporaneous oral or written agreement A facsimile or e-mailed copy with your signature will be considered an original for all purposes, and you will provide original signed copies upon request Each party authorizes the other party to afix an ink or digital stamp of its signature b this Agreement,and agrees to be bound by a document executed in such a manner. The parties acknowledge that any document generated by the parties with respect to this Agreement, including this Agreement,may be imaged and stored electronically and such imaged documents may be introduced as evidence in any proceeding as if such were original business records and neither party shall contest their admissibility as evidence in any proceeding. Except as otherwise explicitly provided in this Agreement, no amendment (including in form of a purchase order you send us) to this Agreement will be valid or given any effect unless signed by both of us. Applicable provisions of this Agreement will continue in effect alter termination or expiration of this Agreement to the extent necessary, including those for billing adjustments and payments, indemnification, lirritations of liability, and dispute resolution. This Agreement is a "forward contract'and we are a "forward contract merchant' under the U.S. Bankruptcy Code, as amended. Further, we are not providing advice regarding "commodity interests", including futures contracts and commodity options or any other matter,which would cause us to be a commodity trading advisor under the U.S.Commodity Exchange Act,as amended. FOR INTERNAL USE ONLY 02018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Sid.Short Form v.2010 Rev Nov-01.2017 Q Sales Rep:Jeffrey S Hills G241359.257584.0 Printed: 10/12I2018 Page-8-of1111 ACCOUNT SCHEDULE: For: Town of Queensbury The Pricing set forth below is only valid until 5.00 PM Eastern Prevailing Time on October 12 2018 We shall have no obligation to enroll or supply electricity to any account(s)that are not identified on the Account Schedule be low. Please verify that your specific information is COMPLETE and ACCURATE. Your review and acceptance of this information will help ensure accurate future invoices Notes:Accounts or Service Addresses listed in the Account(s)Schedule may be updated or replaced with a new account number issued by the UDC,ISO or other entity. THIS DOCUMENT MAY BE RETURNED TO SELLER BY FAX TO(888)-829-8738 OR AS OTHERWISE DIRECTED. No,of Service Accounts: 62 Energy Price UDC Account Start End Non TOU UDC Number Service Address Date Date ($/kWh) 223 QUAKER RD,QUEENSBURY, NIMD 0123087007 NY 12804 10/30/18 10/28/20 $0.05475 118 GURNEY LN,QUEENSBURY, NIMO 0158898107 NY 12804 10/31/18 10/29/20 $0.05475 1412 LAKE GEORGE RD, NIMO 0215005002 QUEENSBURY, NY 12804 11/16/18 11/16/20 $0.05475 20 WEEKS RD,QUEENSBURY, NIMO 0307168010 NY 128041603 11/15/18 11/15/20 $0.05475 AVIATION RD,QUEENSBURY, NY NIMO 0441004002 12804 11/16/18 11/16/20 $0.05475 CLEVERDALE LD,QUEENSBURY, NIMO 0453881108 NY 12804 11/16/18 1 11/16/20 $0.05475 SOUTH QUEENSBURY, NIMO 0493881100 QUEENSBURY, NY 12804 11/16/18 11/16/20 $0.05475 RIDGE RD,QUEENSBURY, NY NIMO 0563809101 12804 10/31/18 10/29/20 $0.05475 1153 STATE ROUTE 9, NIMO 0777065004 QUEENSBURY, NY 128041376 11/02/18 11/02/20 $0.05475 4 WILLOWBROOK DR, NIMO 0837139018 QUEENSBURY, NY 128045876 11/28/18 11/26/20 $0.05475 RIDGE RD,QUEENSBURY, NY NIMO 0943809103 12804 10/31/18 10/29/20 $0.05475 MAIN ST,QUEENSBURY, NY NIMO 0964600011 12804 10/29/18 10/27/20 $0.05475 RIDGE RD,QUEENSBURY, NY NIMO 1003809104 12804 11/01/18 11/01/20 $0.05475 133JENKINSVILLE RD, NIMO 1136804004 QUEENSBURY, NY 128047303 11/15/18 1 11/15/20 $0.05475 00 QUAKER RD,QUEENSBURY, NIMO 1457047005 NY 12804 11/15/18 11/15/20 $0.05475 823 W MOUNTA W RD, NIMO 2038898101 QUEENSBURY, NY 128048124 11/02/18 11/02/20 $0.05475 551 AVIATION RD,QUEENSBURY, NIMO 2209037107 NY 128041839 11/02/18 11/02/20 $0.05475 AVIATION RD.QUEENSBURY, NY NIMO 2223107008 1 12804 1 11/16/18 1 11/16/20 $0.05475 FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Sid.Short Form v.2010 Rev Nov-01-2017 Q Sales Rep:Jeffrey S Hills G241359.257584.0 Printed: 10/12/2018 Page 9 of 11 QUAKER RD,QUEENSBURY, NY NIMO 2377969001 12804 11/15/18 11/15/20 $0.05475 QUAKER RIDGE BLVD, NIMO 2668139037 QUEENSBURY, NY 12804 11/16/18 11/16/20 $0.05475 155JENKINSVILLE RD, NIMO 3039099103 QUEENSBURY, NY 128047303 11/15/18 11/15/20 $0.05475 MAIN ST,QUEENSBURY, NY NIMO 3384613015 12804 10/29/18 10/27/20 $0.05475 435 QUEENSBURY AVE, NIMO 3468008007 Queensbury,NY 128047611 11/15/18 11/15/20 $0.05475 51 QUAKER RD,QUEENSBURY, NIMO 3471434100 NY 128041709 11/02/18 11/02/20 $0.05475 CORINTH RD,QUEENSBURY, NY NIMO 3490472013 12804 11/06/18 11/04/20 $0.05475 129 JENKINSVILLE RD, NIMO 3839099109 QUEENSBURY, NY 128047303 11/15/18 11/15/20 $0.05475 PINEWOOD AVE,QUEENSBURY, MMO 3953663103 NY 12804 11/16/18 11/16/20 $0.05475 FT AWAERST GARR, NIMA 4673881102 QUEENSBURY, NY 12804 11/16/18 11/16/20 $0.05475 786 LUZERNE RD,QUEENSBURY, NIMO 4731434105 NY 12804 11/02/18 11/02/20 $0.05475 WADOWBROOK RD, NIMO 4821372109 QUEENSBURY, NY 12804 11/15/18 11/15/20 $0.05475 MEADOWBROOK RD, NIMO 4881372107 QUEENSBURY, NY 12804 10/29/18 10/27/20 $0.05475 363 81G BAY RD,QUEENSBURY, NIMO 5003809108 NY 128047854 11/06/18 1 11/04/20 $0.05475 WADOWBROOK RD, NIMO 5281372106 QUEENSBURY, NY 12804 10/29/18 10/27l20 $0.05475 313 QUAKER RD,QUEENSBURY, NIMO 5361372102 NY 128041555 10/30/18 10/28/20 $0.05475 NORTH QUEENSBURY, NIMO 5473880102 QUEENSBURY, NY 12804 11/16/18 11/16/20 $0.05475 MAIN ST,QUEENSBURY, NY NIMO 5484042010 12804 10/29/18 10/27/20 $0.05475 64 LUZERNE RD,QUEENSBURY, NIMO 5604036101 NY 128043327 11/02/18 11/02/20 $0.05475 284 QUEENSBURY AVE, NWO 6034035102 QUEENSBURY, NY 128047606 11/15/18 11/15/20 $0.05475 742 BAY RD,QUEENSBURY, NY NIMO 6382578105 128045902 10/30/18 10/28/20 $0.05475 21 QUAKER RD,QUEENSBURY, NIMO 6471433106 NY 128041709 11/02/18 11/02/20 $0.05475 742 BAY RD,QUEENSBURY, NY NIMO 6582578109 128045902 11/28/18 11/26/20 $0.05475 0 QUAKER RD,QUEENSBURY, NIMO 7342578104 NY 12804 10/30/18 10/28/20 $0.05475 19 STONE QUARRY RD, NINA 7416015012 QUEENSBURY, NY 128047642 11/15/18 11/15/20 $0.05475 195 SUNNYSIDE RD, rNIMO 7519098113 QUEENSBURY, NY 128047762 11/15/18 11/15/20 $0.05475 94 MAIN ST,QUEENSBURY, NYMO 8104825003 128044055 11/16/18 11/16/20 $0.05475 FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form v.2010 Rev Nov-01-2017 0 Sales Rep:Jeibey S Hills G241359.257584.0 Printed: 10/02018 Page 10 of 11 742 BAY RD,QUEENSBURY, NY NIMO 8642578101 128045902 11/28/18 11/26/20 $0.05475 640 GLEN ST,QUEENSBURY, NY NIMO 8971434105 128042020 10/30/18 10/28/20 $0.05475 29 NORTH RD,QUEENSBURY, NY NIMO 8991434101 128042034 10130/18 10/28/20 $0.05475 WEST QUEENSBURY, NIMO 9173882104 QUEENSBURY, NY 12804 11/16/18 11/16/20 $0.05475 CLARK ST,QUEENSBURY, NY NIMO 9437678100 12804 11/02/18 11/02/20 $0.05475 QUAKER RD,QUEENSBURY, NY NIMO 9513881108 12804 11/16/18 11/16/20 $0.05475 NIMO 9513881109 BAY RD,GLENS FALLS,NY 12801 11/16/18 11/16/20 $0.05475 RICHARDSON ST,QUEENSBURY, NIMO 9513881110 NY 12804 11/16/18 11/16/20 $0.05475 QUAKER RD,QUEENSBURY, NY NIMO 9513881111 12804 11/16/18 11/16/20 $0.05475 QUAKER RD,QUEENSBURY, NY NIMO 9513881112 12804 11/16/18 11/16/20 $0.05475 QUAKER RD,QUEENSBURY, NY "WO 9513881113 12804 11/16/18 11/16/20 $0.05475 QUAKER RD,QUEENSBURY, NY NIMO 9513881114 12804 11/16/18 11/16/20 $0.05475 AVIATION RD,Glens Falls,NY NIMO 9513881116 12801 11/16/18 11/16/20 $0.05475 NIMO 9513881117 BAY RD,GLENS FALLS,NY 12801 11/16/18 11/16/20 $0.05475 LUZERNE RD,QUEENSBURY, NY NIMO 9628539005 12804 11/16/18 11/16/20 $0.05475 81 GLENWOOD AVE, NIMO 9811433109 QUEENSBURY, NY 128041728 11/02/18 11/02/20 $0.05475 LIGHTING DISTRICT, NIMO 9953878100 QUEENSBURY, NY 12804 11/16/18 11/16/20 $0.05475 TO ACCEPT THE PRICINGABOVE,PLEASE FAX A SIGNED COPY OF THIS AGREEMENT TO US AT 888-829-8738. Payments to Certain Third-Parties:You acknowledge and understand that • We are making a payment to Municipal Electric and Gas Alliance, Inc.in connection with its efforts to facilitate our entering into this Agreement and • Your price reflects the fee we are paying to Municipal Electric and Gas Alliance,Inc. • Municipal Electric and Gas Alliance, Inc.is acting on yourbehalf as your representative and is not representative or agent of ours. • You should direct any questions regarding such fee to Municipal Electric and Gas Alliance,Inc.. FOR INTERNAL USE ONLY ©2018 Constellation Energy Resources,LLC Alirights reserved. Errors and omissions excepted. Ski.Short Fonn_v.2010 Rev Nov-01-2017 Q Sales Rep:Jeffrey S Hills G241359.257584.0 Printed: 10/1212018 Page 11 of 11 Constellation NewEnergy,Inc. Retail Trade Transactions("RTT")Confirmation Pricing Expiration Date:5:00 PM Eastern Time on October 11,2018 This Retail Trade Transactions Confirmation("RTT Confirmation")is being entered into by and between Constellation NewEnergy,Inc.("Seller')and Town of Queensbury ("Customer')pursuant to and in accordance with a master retail electricity supply agreement,power sale agreement or master electricity sales agreement("Master Agreement")and a transaction confirmation or pricing schedule(the"TC")or an Electricity Supply Agreement(OF-0000029606),as applicable,between Seller and Customer. Any reference in the Master Agreement,the TC,or the Electricity Supply Agreement,as applicable,or this RTT Confirmation to the"TC"or the"Agreement"shall include this RTT Confirmation.Capitalized terms used but not defined herein shall have the meanings ascribed to elsewhere in the Agreement. To the extent that the Master Agreement and/or the TC or the Electricity Supply Agreement and this executed RTT Confirmation contradict each other,this fully executed RTT Confirmation shall control. The Parties agree to the sale/purchase of the products identified below under the following terms and conditions: 1. RTT Confirmation Detail Table No.of Service Accounts:1 RTT Contract RTT Start RTT End Delivery Time Price($1 UDC Account Number Product Sell Commodity Date Date Point Pattern Holidays Quantity QtyUOM kWh) Number Electric Eastern NERC 241302.257584.0.1 Block S Energy 11/10/2018 11/30/2018 ZONE F 5x16 Holidays 225.00 AtMtrkW $0.03809 5124036107 Electric Eastern NERC 241302.257584.0-2 Block S Energy 11/10/2018 11/30/2018 ZONE F 2x16 Holidays 200.00 AtMtrkW $0.03809 5124036107 Electric Eastern NERC 241302.257584.0-3 Block S Energy 11/10/2018 11/30/2018 ZONE F 7x8 Holidays 200.00 AtMtrkW $0.03809 5124036107 Electric NERC 241302.257584.0-4 Block 5 Energy 12/1/2018 12/31/2018 ZONE F 7x24 Holidays 225.00 AtMtrkW $0.03809 5124036107 Electric Eastern NERC 241302.257584.0.5 Block s Energy 1/1/2019 1/31/2019 ZONE F Sx16 Holidays 250.00 AtMtrkW $0.03809 5124036107 Electric Eastern NERC 241302.257584.0-6 Block 5 Energy 1/1/2019 1/31/2019 ZONE F 246 Holidays 225.00 AtMtrkW $0.03809 5124036107 Electric Eastern NERC 241302.257584.0.7 Block s Energy 1/1/2019 1/31/2019 ZONE F 7x8 Holidays 225.00 AtMtrkW $0.03809 5124036107 Electric NERC 241302.257584.0-8 Block 5 Energy 2/1/2019 3/31/2029 ZONE F 7x24 Holidays 250.00 AtMtrkW $0.03809 S124036107 Electric NERC 241302.257584.0.9 Block s Energy 4/1/2019 4/30/2019 ZONE F 7x24 Holidays 225.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 10 810ck 5 Energy 5/1/2019 5/31/2019 ZONE F 5x16 Holidays 225.00 AtMtrkW $0.03809 5124036107 ©2018 Exelon Corporation.All rights reserved.Errors and omissions excepted. Sid.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G241302.257584.0 Printed:10/1112018 Page 1 of 6 241302.2S7584.0- Electric Eastern I NERC 11 Block S Energy 5/1/2019 5/31/2019 ZONE F 2x16 Holidays 250.00 I AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 12 Block S Energy 5/1/2019 5/31/2019 ZONE F 7x8 Holidays 250.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 13 Block S Energy 6/1/2019 6/30/2019 ZONE F 5x16 Holidays 275.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 14 Block S Energy 6/1/2019 6/30/2019 ZONE F I 2x16 Holidays 1 300.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 15 Block 5 Energy 6/1/2019 6/30/2019 ZONE F 7x8 Holidays 300.00 1 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric NERC 16 Block s Energy 7/1/2019 7/31/2019 ZONE F 7x24 Holidays 325.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 17 Block 5 Energy 8/1/2019 8/31/2019 ZONE F 5x16 Holidays 300.00 AtMtrkW $0.03809 1 5124036107 241302.257584.0- Electric Eastern NERC _ 18 Block S Energy 8/1/2019 8/31/2019 ZONE F I 2x16 Holidays 1 325.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 19 Block S Energy 8/1/2019 8/31/2019 ZONE F 7x8 Holidays 325.00 1 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 20 Block 5 Energy 9/1/2019 9/30/2019 ZONE F 546 Holidays 275.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 21 Block 5 1 Energy 9/1/2019 9/30/2019 ZONE F 246 Holidays 250.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 22 Block S Energy 9/1/2019 9/30/2019 ZONE F 7x8 Holidays 250.00 AtMtrkW $0.03809 5124036107 241302.257S84.0- Electric NERC 23 Block S Energy 10/1/2019 10/31/2019 ZONE F 7x24 Holidays 200.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 24 Block S Energy 11/1/2019 11/30/2019 ZONE F 546 Holidays 225.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 25 Block S Energy 11/1/2019 11/30/2019 ZONE F I 2x16 Holidays 200.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 26 Block S Energy 11/1/2019 11/30/2019 ZONE 7x8 Holidays 200.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric NERC 27 Block S Energy 12/1/2019 12/31/2019 ZONE F 7x24 Holidays 225.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 28 Block S Energy 1/1/2020 1/31/2020 ZONE F Sx16 Holidays 250.00 AtMtrkW $0403809 S124 03 6 10 7 ©2018 Exelon Corporation.All rights reserved.Errors and omissions excepted.Sid.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G241302.257584.0 Printed:10/11/2018 Page 2 of 6 241302.257584.0- Electric Eastern I NERC 29 Block S Energy 1/1/2020 1 1/31/2020 ZONE F 2x16 Holidays 225.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 30 Block S Energy 1/1/2020 1/31/2020 ZONE 7x8 Holidays 225.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric NERC 31 Block 5 Energy 2/1/2020 3/32/2020 ZONE F 7x24 Holidays 250.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric NERC 32 Block S Energy 4/1/2020 1 4/30/2020 ZONE F 7x24 Holida s 225.00 AtMtrkW $0.03809 S124036107 241302.257584.0- Electric Eastern NERC 33 Block 5 Energy 5/1/2020 S/31/2020 ZONE F Sx16 Holidays 1 225.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 34 Block S Energy 5/1/2020 S/31/2020 ZONE F 2x16 Holidays 250.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 35 Block s Energy 5/1/2020 5/31/2020 ZONE F 7x8 Holidays 250.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 36 Block S Energy 6/1/2020 6/30/2020 ZONE F 5x16 Holidays 275.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 37 Block S Energy 6/1/2020 6/30/2020 ZONE 2x16 Holidays 300.00 AtMtrkW $003809 5124036107 241302.257584.0- Electric Eastern NERC 38 Block S Energy- 6/1/2020 6/30/2020 ZONE F 7x8 Holida s 300.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric NERC 39 Block S Energy 7/1/2020 7/31/2020 ZONE F 7x24 Holidays 325.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 40 Block s Energy 8/1/2020 8/31/2020 ZONE F 5x16 Holidays 300.00 AtMtrkW $0.03809 S124036107 241302.257584.0- Electric Eastern NERC 41 Block 5 Energy 8/1/2020 8/31/2020 ZONE F 2x16 Holidays 325.00 1 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 42 Block S Energy 8/1/2020 8/31/2020 ZONE F 7x8 Holidays 325.00 AtMtrkW 1 $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 43 Block S Energy 9/1/2020 9/30/2020 ZONE F 5x16 Holidays 275.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 44 Block S Energy 9/1/2020 9/30/2020 ZONE F 2x16 Holidays 250.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 45 Block 5 Energy 9/1/2020 9/30/2020 ZONE F 7x8 Holidays 250.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric NERC 46 Black 5 Energy 10/1/2020 10/31/2020 ZONE F 7x24 Holidays 200.00 1 AtMtrkW $0.03809 5124036107 ©2018 Exelon Corporation.All rights reserved.Errors and omissions excepted.Sid.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G241302.257584.0 Printed:10/11/2018 Page 3 of 6 241302.257584.0- 1 Electric Eastern I NERC 47 Block S Energy 11/1/2020 1 11/4/2020 ZONE F Sx16 Holidays 225.00 1 AtMtrkW $0.03809 1 5124036107 241302.257584.0- Electric Eastern NERC 48 Block s Energy 11/1/2020 11/4/2020 ZONE F 2x16 Holidays 200.00 AtMtrkW $0.03809 5124036107 241302.257584.0- Electric Eastern NERC 49 Block 5 Energy 11/1/2020 11/4/2020 ZONE F 7x8 Holidays 200.00 AtMtrkW $0.03809 5124036107 2.Definitions 2.1.RTT Confirmation Detail Definitions 2.1.1.Commodity means the commodity for the transaction set forth in this RTT Confirmation as defined in the Commodity Definitions below. 2.1.2.Commodity Definitions 2.1.2.1.Energy means the requirement to supply electrical energy to meet the needs of Customer's Account(s)as defined by the relevant ISO or other electrical system governing authority as applicable. 2.1.2.2.Natural Gas is defined as meaning the requirement to fix some portion of the natural gas price associated with purchases of electricity when the purchase price is stated as a heat rate. 2.1.3.Holidays means the days designated as holidays per the Holidays Definitions below. 2.1.4.Delivery Point means the point of interconnection between the ISO-controlled grid or a third-party transmission system and/or distribution system, as applicable,and the Utility's transmission system and/or distribution system at which the commodity will be delivered for settlement purposes. 2.1.5.Price means the price to be paid per unit for the commodity. The price may be stated in dollars or as a heat rate. See Product Definitions,below. 2.1.6.Product means the specific type of product purchased in the RTT Confirmation. See Product Definitions below. 2.1.7.Quantity means the amount of the commodity sold in each hour for the hours in which the commodity is defined to be provided. 2.1.8.RTT Contract Number means the contract number in Seller systems used to identify the specific RTT. 2.1.9.RTT End Date means on or about the date set forth above in which the commodity ceases to be provided to the Accounts,subject to definitions of Time Pattern and Holidays Excluded.In no case shall the term for any Product continue past the End Date of the underlying TC. 2.1.10.RTT Start Date means on or about the dale set forth above in which the commodity begins to be provided to the Accounts subject to definitions of Time Pattern and Holidays Excluded. In no case shall the term for any Product start prior to the Start Date of the underlying TC. 2.1.11.Sell means that Seller is selling and the Customer is purchasing the commodity as set forth in this RTT Confirmation. 2.1.12.Time Pattern means the days of the week and hours of those days when the commodity will be provided between the RTT Start Date and RTT End Date subject to definitions of Holidays. See Time Pattern Definitions below. 2.1.13.Utility Account numbers means the list of Account(s)participating in the purchase of the RTT for purposes of invoice calculation based on the Utility account numbers,recognizing that such account numbers may be updated or replaced from time to time by the UDC,ISO,or other authorized entity. 2.2.Product Definitions 2.2.1.Electric Block or Fixed Energy Contract Quantity fixes the unit Price and the Quantity for the specified commodity,Delivery Point,Time Pattern,and Holidays. 2.2.2.Electric Fixed Price Percent Of Load or Incremental Fixed Energy Contract Quantity Percentage fixes the unit Price for a fixed percentage of the total requirement of the specified commodity for the specified Delivery Point,Time Pattern,and Holiday Pattern. 2.2.3.Electric Block DA fixes the Quantity for the specified commodity,Delivery Point,Time Pattern,and Holidays. The price will be the day ahead market price established by the Independent System Operator(ISO)plus the stated adder listed under Price. 2.2.4.Gas Block fixes the Gas Price and the Quantity for the specified Delivery Point,Time Pattern,and Holidays.This product is used only when the customer has previously purchased a Heat Rate Block and is used to fix the Gas Price for a portion of heat rate block(s). 2.2.5.Gas Fixed Price Percent of Load fixes the Gas Price for a fixed percentage of electric usage for the specified Delivery Point,Time Pattern,and Holiday Pattern. This RTT is used only when the base contract price is stated as a heat rate. ©2018 Exelon Corporation.All rights reserved.Errors and omissions excepted. Sid.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G241302.257584.0 Printed:10/11/2018 Page 4 of 6 2.2.6.Heat Rate Block fixes the unit Price and the Quantity for the specified commodity,Delivery Point,Time Pattern,and Holidays. The unit Price is a heat rate,meaning that the price for the electricity will be determined by the price of natural gas multiplied by the heat rate.The gas price index is NA,the gas price index location is NA,the electric price index is NA.The Gas Price for a Heat Rate Block may be fixed for some or all of the Heat Rate Block volume by the purchase of a Gas Block. 2.3.Time Pattern Definitions 2.3.1.7x24 means all days and all hours. 2.3.2.Central 2x16 means Central Prevailing Time,Sat.,Sun.and applicable Holidays from 6:00 a.m.through 10:00 p.m. 2.3.3.Central 2x24 means Central Prevailing Time,Sat.,Sun.and applicable Holidays for all hours. 2.3.4.Central 5x16 means Central Prevailing Time,Mon.through Fri.from 6:00 a.m.through 10:00 p.m.excluding Holidays. 2.3.5.Central 5x24 means Central Prevailing Time,Mon.through Fri.for all hours. 2.3.6.Central 5x8 means Central Prevailing Time,Mon.through Fri.from midnight through 6:00 a.m.and 10:00 p.m.through midnight. 2.3.7.Central 7x16 means Central Prevailing Time,Sun.through Sat.from 6:00 a.m.through 10:00 p.m. 2.3.8.Central 7x8 means Central Prevailing Time,Sun.through Sat.from midnight through 6:00 a.m.and 10:00 p.m.through midnight. 2.3.9.Central Whls NERC Off Peak means Central 5x8 and Central 2x24 as elsewhere defined. 2.3.10.Central Whls NERC Peak means Central 5x16,as elsewhere defined. 2.3.11.Eastern 2x16 means Eastern Prevailing Time,Sat.,Sun.and applicable Holidays from 7:00 a.m.through 11:00 p.m. 2.3.12.Eastern 2x24 means Eastern Prevailing Time,Sat.,Sun.and applicable Holidays for all hours. 2.3.13.Eastern 5x16 means Eastern Prevailing Time,Mon.through Fri.from 7:00 a.m.through 11:00 p.m.excluding Holidays. 2.3.14.Eastern 5x8 means Eastern Prevailing Time,Mon.through Fri.from midnight through 7:00 a.m.and 11:00 p.m.through midnight. 2.3.15.Eastern 7x16 means Eastern Prevailing Time,Sun.through Sat.from 7:00 a.m.through 11:00 p.m. 2.3.16.Eastern 7x8 means Eastern Prevailing Time,Sun.through Sat.from midnight through 7:00 a.m.and 11:00 p.m.through midnight. 2.3.17.Eastern Whls NERC Off Peak means Eastern 5x8 and Eastern 2x24 as elsewhere defined. 2.3.18.Eastern Whls NERC Peak means Eastern 5x16,as elsewhere defined. 2.3.19.Pacific 1x16 means Pacific Prevailing Time,Sun.and applicable Holidays from 6:00 a.m.through 10:00 p.m. 2.3.20.Pacific 1x24 means Pacific Prevailing Time,Sun.and applicable Holidays for all hours. 2.3.21.Pacific 5x16 means Pacific Prevailing Time,Mon.through Fri.from 6:00 a.m.through 10:00 p.m.excluding Holidays. 2.3.22.Pacific 6x16 means Pacific Prevailing Time,Mon.through Sat.from 6:00 a.m.through 10:00 p.m.excluding Holidays. 2.3.23.Pacific 6x8 means Pacific Prevailing Time,Mon.through Sat.from midnight through 6:00 a.m.and 10:00 p.m.through midnight. 2.3.24.Pacific 7x16 means Pacific Prevailing Time,Sun.through Sat.from 6:00 a.m.through 10:00 p.m. 2.3.25.Pacific 7x8 means Pacific Prevailing Time,Sun.through Sat.from midnight through 6:00 a.m.and 10:00 p.m.through midnight. 2.3.26.Pacific Whls NERC Off Peak means Pacific 6x8 and Pacific U24 as elsewhere defined. 2.3.27.Pacific Whls NERC Peak means Pacific 6x16,as elsewhere defined. 2.4.Holidays Definitions 2.4.1.NERC Holidays means holidays as defined by the North American Electric Reliability Council(NERC). (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.) 02018 Exelon Corporation.All rights reserved.Errors and omissions excepted. Sid.RTT Rev Jan-29.2016 Sales Rep:Jeffrey S Hills G241302.257584.0 Printed:10/11/2018 Page 5 of 6 Please provide executed copies of this RTT Confirmation to Seller by no later than the Pricing Expiration Date set forth above via facsimile to(888)829-8738(Attention:Contracts Administrator).Failure to fax the completed documents to Seller as indicated above may result in the inability to timely enroll Customer's Account(s)or to honor the prices set forth herein. ACCEPTANCE. This RTT Confirmation shall not be binding or enforceable against Seller unless and until signed by an authorized representative of Seller. IN WITNESS WHEREOF,the Parties have caused this RTT Confirmation to be executed by their duly authorized representatives as of the respective dates set forth below. SELLER:CONSTELLATION NEWENERGY,INC. CUSTOMER:TOWN OF QUEENSBURY Signature: Signature: Printed Name: Printed Name: Chris Harrington Title: Title: Director Water Authority Address:823 CORINTH RD Address: 1221 Lamar St.Suite 750 QUEENSBURY,NY 12804-8325 Houston,TX 77010 Attn:Contracts Administration Fax: Phone: (518)793-8866 Fax: 888.829-8738 Email: Phone: (518)793.8866 ©2018 Exelon Corporation.All rights reserved.Errors and omissions excepted. Std.RTT Rev Jan-29.2016 Sales Rep:Jeffrey S Hills G241302.257584.0 Printed:10/1112018 Page 6 of 6