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3.14 AGREEMENTS\\Constellation - Power Sale thru MEGA Program – Renew for 3 Years - 6-15-2020 RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND CONSTELLATION ENERGY SERVICES OF NEW YORK, INC., FOR POWER SALE RESOLUTION NO.: ___________________________________________________, 2020 INTRODUCED BY: ___________________________________________________ WHO MOVED ITS ADOPTION SECONDED BY: ___________________________________________________ WHEREAS, by Resolution Nos: 58,2016 and 393,2018, 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, 2020 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, 2023 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, 2023 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. th Duly adopted this 15 day of June, 2020, by the following vote: AYES : NOES : ABSENT : 2 Agreement is Not tel. „tit 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: Account(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 to 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 customer), once you have signed a valid and rescind the agreement without binding agreement with us,you have no right to rescind our agreement without penalty. penalty. Amount of early termination fee If you terminate our contract prior to 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 termination payment calculated as the difference between(1)the prices below multiplied by the remaining anticipated usage of your account(s)and(2)the amount we would be able to resell such related services.This calculation will also apply to 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 Date, 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-to-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 account(s) to UDC service or as being served by another supplier. The Holdover Rate is your account(s)'s kilowatt-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$.002500/kWh)plus applicable Taxes. We will use the day ahead locational marginal price for all account(s). Conditions under which savings to There are no guaranteed savings for this product. the customer are guaranteed: Fixed or Variable, (explanation of Your bill is calculated using the fixed prices below and the quantities of use indicated for each price. For each of how the price is determined): the items listed as fixed below,this means the item is included in your fixed price. For each of the items listed as passed through below, you will be charged a variable price to cover the costs associated with the item.The prices do not include UDC charges and Taxes (except in the case of NYC UXT (defined below)when Utility Consolidated billing is used). Energy Cost Passed Through Ancillary Services And Other ISO Costs Fixed Capacity Costs Fixed Line Loss Costs Passed Through NY TOTS Project Costs Fixed NY ZEC Program Costs Fixed NY REC Program Costs Fixed The costs associated with those cost components identified above as"fixed"are included in the prices set forth in the table below. FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342890.257584.0 Printed:6/10/2020 Page-1-of 10 Price(s)for Index Plus Block Solutions: First Available Start Date Last Available End Date Retail Service Price($/kWh) 11/05/20 11/04/23 $0.01877 * 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 the 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 ©2020 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 G342890.257584.0 Printed:6/10/2020 Page-2-of10 TOWN OF QUEENSBURY("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 to Seller,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 Account(s). You will take 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 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 your Account. If your Account(s)are not equipped with meters that provide an hourly(or sub-hourly in some markets)reading,we will use either the load profiles provided by the UDC applicable to the Account or,in the absence of such load profiles provided by the UDC on a timely basis,an otherwise reasonable allocation method established by us,in order to obtain hourly(or sub-hourly 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 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 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 Fixed Line Loss Costs Passed Through NY TOTS Project 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 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 154 FERC 61,196 issued on March 17,2016. Capacity Cost (Fixed): You have elected the "Fixed" option for your "Capacity Costs" as noted in the table above. "Fixed" means we have included Capacity Costs in your contract 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 Capacity Costs will not be subject to change during the term of this Agreement except as a result of Change in Law as described in Section 5 below.For avoidance of doubt,except as otherwise agreed to herein,your Fixed contract price will not be adjusted(either upward or downward) to pass through any changes in your Capacity Costs based on the UDC's regular adjustments to your ICAP Tag(kW). "ICAP Tag(kW)"means the peak load contribution for the Account(s)measured in kilowatts(kW)as determined by the UDC and reported to the applicable ISO. 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 RTTs may cover the purchase of:(1)blocks of electricity to fix your FOR INTERNAL USE ONLY ©2020 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 G342890.257584.0 Printed:6/10/2020 Page-3-of10 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 specify 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 Account(s)are less than the Electric Block 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 Account(s)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 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 Account(s)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 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 to begin service to each Account(s)on the actual meter read date on or about the Start Date 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 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 Account(s)on a month-to-month holdover basis. During such holdover term,we will calculate your invoice as follows: (Each Account's metered usage, as adjusted by the applicable line loss factor) times (the applicable ISO-published Day Ahead Locational Based Marginal Price ("LMP")+$.002500/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 date 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 Account(s) 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 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. All invoices (including adjustments to 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 state in which the Accounts are located. Certain Warranties.You warrant and 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 title 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 1001 Louisiana St. Constellation Suite 2300, Houston, TX 77002, 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@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 written notice to 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 writing at:New York State Public Service Commission,Office of Consumer Services,Three Empire State Plaza,Albany,New York 12223;or by visiting www.dps.state.ny.us. FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342890.257584.0 Printed:6/10/2020 Page-4-of10 • 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 NIMO 1-800-867-5222 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.] FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved, Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342890.257584.0 Printed:6/10/2020 Page-5-of10 • 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 Strough Title: Title: Supervisor Date: Address: 1001 Louisiana St.Constellation Suite 2300 Address: 742 Bay Road Houston,TX 77002 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 ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342890.257584.0 Printed:6/10/2020 Page-6-of10 your bills as they come due becomes a concern.You will deliver any required General Terms and Conditions cash deposit or other required security(or any increase therein) within three 1. Definitions. (3)business days of our request. "Ancillary Services And Other ISO Costs"means for any billing period the applicable charges regarding ancillary services as set forth in the applicable 3. Default under this Agreement. You will be in default under this ISO Open Access Transmission Tariff("OATT") and for other ISO costs not Agreement if you fail to: pay your bills on time and in full; provide cash otherwise included in any of the defined cost components in this Agreement. deposits or other security as required by Section 2 above; or perform all We will reasonably determine your Account's monthly Ancillary Services And material obligations under this Agreement and you do not cure such default Other ISO Costs based on the Account's $/kWh share of costs for Ancillary within 5 days of written notice from us;or if you declare or file for bankruptcy Services And Other ISO Costs or otherwise reasonable allocation method as or otherwise become insolvent or unable to pay your debts as they come due. we may determine from time to time based on how Ancillary Services And We will be in default under this Agreement if we fail to perform all material 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 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 Locational 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 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 locational marginal price for the corresponding usage. terms substantially similar to 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 to the purchase of zero- one or more third parties; multiplied 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 DPS Case calculated by us;and 15-E-0302. all costs (including attorneys' fees, expenses and court costs) we "NY REC Program Costs"means any cost related to the purchase of eligible incur in collecting amounts you owe us under this Agreement. renewable energy certificates("REC's")associated with the"Order Adopting a Clean Energy Standard"in DPS Case 15-E-0302. The parties agree that any early termination payment determined in "NYC UXT"means New York City Utility Excise Tax. accordance with this Section is a reasonable approximation of harm or loss "Off Peak"means all hours other than Peak hours. and is not a penalty or punitive in any respect, and that neither party will be "Peak"means the hours designated as peak from time to time by the UDC. required to enter into a replacement transaction in order to determine or be "Taxes" means all federal, state, municipal and local taxes, duties, fees, entitled to a termination payment. levies, premiums or other charges imposed by any governmental authority, directly or indirectly, on or with respect to the electricity and related products and services provided under this Agreement, including any taxes enacted 5.Changes in law. We may pass through or allocate,as the case may be,to after the date we entered into this Agreement. you any increase or decrease in our costs related to the electricity and related "UDC" means your local electric distribution utility owning and/or controlling products and services sold to you that results from the implementation of new, and maintaining the distribution system required for delivery of electricity to or changes(including changes to formula rate calculations)to existing, Laws, the Accounts. or other requirements or changes in administration or interpretation of Laws or "UDC Charges"means all UDC costs,charges,and fees,due under UDC's other requirements."Law"means any law,rule,regulation,ordinance,statute, delivery services rates associated with your use of UDC's distribution network, judicial decision, administrative order, ISO business practices or protocol, all as defined by the UDC tariffs,and any similar or related charges the UDC UDC or ISO tariff, rule of any commission or agency with jurisdiction in the may impose from time to time state in which the Accounts are located. Such additional amounts will be included in subsequent invoices to you.The changes described in this Section 2. Cash deposit and other security. At any time,we may require that you may change any or all of the charges described in this Agreement, whether provide information to us so that we may evaluate your creditworthiness. We described as "fixed," "variable," "pass-through" or otherwise. Your first bill reserve the right to require that you make a cash deposit or provide other reflecting increased costs will include a bill insert describing the increase in security acceptable to us if your financial obligations to us increase under this costs in reasonable detail. Agreement,or if, in our opinion,your credit, payment history,or ability to pay FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342890.257584.0 Printed:6/10/2020 Page-7-of10 • • 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 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(i)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; (iii) 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 to 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, govemmental 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 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, tort, 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 party agrees to use applicable law and regulation, disclose such information to (a) our affiliates commercially reasonable efforts to 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 (ii) cannot be reasonably expected to 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 Agreement, including price. Customer agrees and acknowledges that the 9. DISPUTE RESOLUTION. THIS AGREEMENT WILL BE GOVERNED BY information associated with the Account(s)hereunder,including but not limited AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE to usage data, the UDC issued account numbers, service address and any IN WHICH ANY ACCOUNT IS LOCATED,WITHOUT GIVING EFFECT TO other such information contained in this Agreement are not considered ANY CONFLICTS OF LAW PROVISIONS,AND ANY CONTROVERSY OR confidential or protected information. Therefore, Seller is authorized to send CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT WILL BE unencrypted email messages to Customer and/or Customer's authorized SETTLED IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS agent or representative which email may include a copy of this Agreement or AGREEMENT BY A COURT LOCATED IN SUCH STATE. IF THE MATTER other Account(s) related information necessary for Seller to perform its AT ISSUE INVOLVES ACCOUNTS OR MATTERS IN MORE THAN ONE obligations under this Agreement. STATE,THE GOVERNING JURISDICTION AND VENUE SHALL BE 12. Miscellaneous Provisions. If in any circumstance we do not provide DEEMED TO BE NEW YORK. TO THE EXTENT ALLOWED BY notice of, or object to, any default on your part, such situation will not APPLICABLE LAW,WE ALSO BOTH AGREE IRREVOCABLY AND constitute a waiver of any future default of any kind. If any of this Agreement UNCONDITIONALLY TO WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO is held legally invalid,the remainder will not be affected and will be valid and INITIATE OR BECOME A PARTY TO ANY CLASS ACTION CLAIMS WITH enforced to the fullest extent permitted by law and equity, and there will be RESPECT TO ANY ACTION,SUIT OR PROCEEDING DIRECTLY OR deemed substituted for the invalid provisions such provisions as will most INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR nearly carry out our mutual intent as expressed in this Agreement. You may THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. not assign or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent. Any such attempted transfer will FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342890.257584.0 Printed:6/10/2020 Page-8-of10 • be void. We may assign our rights and obligations under this Agreement. This Agreement contains the entire agreement between both of us, supersedes any other agreements, discussions or understandings (whether written or oral) regarding the subject matter of this Agreement, and may not 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 to 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 after termination or expiration of this Agreement to the extent necessary, including those for billing adjustments and payments, indemnification, limitations 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 ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342890.257584.0 Printed:6/10/2020 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 June 16,2020 We shall have no obligation to enroll or supply electricity to any account(s)that are not identified on the Account Schedule below. 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 End Price UDC Number Service Address Date Date ($/kWh) 823 CORINTH RD,QUEENSBURY, NIMO 5124036107 NY 128048325 11/05/20 11/04/23 $0.01877 TO ACCEPT THE PRICING ABOVE,PLEASE FAX A SIGNED COPY OF THIS AGREEMENT TO US AT 888-829-8738. Payments to Certain Third-Parties:You acknowledge and understand that Constellation is paying a marketing fee to Municipal Electric and Gas Alliance, Inc. in connection with its efforts to facilitate our entering into this Agreement. Municipal Electric and Gas Alliance, Inc. is not a representative or agent of Constellation. FOR INTERNAL USE ONLY ©2020 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 G342890.257584.0 Printed:6/10/2020 Page 10 of 10 Jh Agreement is Not dit • 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 to successful enrollment of your date: Account(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 to 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 customer), once you have signed a valid and rescind the agreement without binding agreement with us,you have no right to rescind our agreement without penalty. penalty. Amount of early termination fee If you terminate our contract prior to 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 termination payment calculated as the difference between(1)the prices below multiplied by the remaining anticipated usage of your account(s)and(2)the amount we would be able to resell such related services.This calculation will also apply to 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 Date, 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-to-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 account(s) to UDC service or as being served by another supplier. The Holdover Rate is your account(s)'s kilowatt-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$.002500/kWh)plus applicable Taxes. We will use the day ahead locational marginal price for all account(s). Conditions under which savings to There are no guaranteed savings for this product. the customer are guaranteed: 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 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 Utility 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. FOR INTERNAL USE ONLY 02020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342886.257584.0 Printed:6/10/2020 Page-1-of 11 Price(s)for Fixed Price Solutions: First Available Start Date Last Available End Date Retail Service Price($/kWh) 10/28/20 11/24/23 $0.05161 * 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 the 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 02020 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 G342886.257584.0 Printed:6/10/2020 Page-2-of 11 • TOWN OF QUEENSBURY("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 to Seller,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 Account(s). You will take 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 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. 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 definitions 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 TOTS Project 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 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 154 FERC 61,196 issued on March 17,2016. Capacity Cost (Fixed): You have elected the "Fixed" option for your "Capacity Costs" as noted in the table above. "Fixed" means we have included Capacity Costs in your contract 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 Capacity Costs will not be subject to change during the term of this Agreement except as a result of Change in Law as described in Section 5 below.For avoidance of doubt,except as otherwise agreed to herein,your Fixed contract price will not be adjusted(either upward or downward) to pass through any changes in your Capacity Costs based on the UDC's regular adjustments to your ICAP Tag(kW). "ICAP Tag(kW)"means the peak load contribution for the Account(s)measured in kilowatts(kW)as determined by the UDC and reported to the applicable ISO. 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 load volume by entering into one or more Retail Trade Transactions("RTTs")between 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 document each such purchase and be incorporated herein. 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 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 Account(s)and FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342886.257584.0 Printed:6/10/2020 Page-3-of11 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 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 to begin service to each Account(s)on the actual meter read date on or about the Start Date 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 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 Account(s)on a month-to-month holdover basis. During such holdover term,we will calculate your invoice as follows: (Each Account's metered usage, as adjusted by the applicable line loss factor) times (the applicable ISO-published Day Ahead Locational Based Marginal Price ("LMP")+$.002500/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 date 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 Account(s) 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 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. All invoices (including adjustments to 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 state in which the Accounts are located. Certain Warranties.You warrant and 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 title 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 1001 Louisiana St. Constellation Suite 2300, Houston, TX 77002, 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@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 written notice to 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 writing at:New York State Public Service Commission,Office of Consumer Services,Three Empire State Plaza,Albany,New York 12223;or by visiting www.dps.state.nv.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 NIMO 1-800-867-5222 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.] FOR INTERNAL USE ONLY ©2020 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 G342886.257584.0 Printed:6/10/2020 Page-4-of11 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 Strough Title: Title: Supervisor Date: Address: 1001 Louisiana St.Constellation Suite 2300 Address: 742 Bay Road Houston,TX 77002 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 ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342886.257584.0 Printed:6/10/2020 Page-5-of11 your bills as they come due becomes a concern.You will deliver any required General Terms and Conditions cash deposit or other required security(or any increase therein) within three 1. Definitions. (3)business days of our request. "Ancillary Services And Other ISO Costs"means for any billing period the applicable charges regarding ancillary services as set forth in the applicable 3. Default under this Agreement. You will be in default under this ISO Open Access Transmission Tariff("OATT") and for other ISO costs not Agreement if you fail to: pay your bills on time and in full; provide cash otherwise included in any of the defined cost components in this Agreement. deposits or other security as required by Section 2 above; or perform all We will reasonably determine your Account's monthly Ancillary Services And material obligations under this Agreement and you do not cure such default Other ISO Costs based on the Account's$/kWh share of costs for Ancillary within 5 days of written notice from us;or if you declare or file for bankruptcy Services And Other ISO Costs or otherwise reasonable allocation method as or otherwise become insolvent or unable to pay your debts as they come due. we may determine from time to time based on how Ancillary Services And We will be in default under this Agreement if we fail to perform all material 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 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 Locational 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 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 locational marginal price for the corresponding usage. terms substantially similar to 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 to the purchase of zero- one or more third parties; multiplied 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 DPS Case calculated by us;and 15-E-0302. all costs (including attorneys' fees, expenses and court costs) we "NY REC Program Costs"means any cost related to the purchase of eligible incur in collecting amounts you owe us under this Agreement. renewable energy certificates("REC's")associated with the"Order Adopting a Clean Energy Standard"in DPS Case 15-E-0302. The parties agree that any early termination payment determined in "NYC UXT"means New York City Utility Excise Tax. accordance with this Section is a reasonable approximation of harm or loss "Off Peak"means all hours other than Peak hours. and is not a penalty or punitive in any respect, and that neither party will be "Peak"means the hours designated as peak from time to time by the UDC. required to enter into a replacement transaction in order to determine or be "Taxes" means all federal, state, municipal and local taxes, duties, fees, entitled to a termination payment. levies, premiums or other charges imposed by any governmental authority, directly or indirectly, on or with respect to the electricity and related products and services provided under this Agreement, including any taxes enacted 5.Changes in law. We may pass through or allocate,as the case may be,to after the date we entered into this Agreement. you any increase or decrease in our costs related to the electricity and related "UDC" means your local electric distribution utility owning and/or controlling products and services sold to you that results from the implementation of new, and maintaining the distribution system required for delivery of electricity to or changes(including changes to formula rate calculations)to existing, Laws, the Accounts. or other requirements or changes in administration or interpretation of Laws or "UDC Charges"means all UDC costs,charges,and fees,due under UDC's other requirements."Law"means any law,rule,regulation,ordinance,statute, delivery services rates associated with your use of UDC's distribution network, judicial decision, administrative order, ISO business practices or protocol, all as defined by the UDC tariffs,and any similar or related charges the UDC UDC or ISO tariff, rule of any commission or agency with jurisdiction in the may impose from time to time state in which the Accounts are located. Such additional amounts will be included in subsequent invoices to you.The changes described in this Section 2. Cash deposit and other security. At any time,we may require that you may change any or all of the charges described in this Agreement, whether provide information to us so that we may evaluate your creditworthiness. We described as "fixed," "variable," "pass-through" or otherwise. Your first bill reserve the right to require that you make a cash deposit or provide other reflecting increased costs will include a bill insert describing the increase in security acceptable to us if your financial obligations to us increase under this costs in reasonable detail. Agreement, or if, in our opinion,your credit, payment history, or ability to pay FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342886.257584.0 Printed:6/10/2020 Page-6-of11 • • 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 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(i)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; (iii) 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 to 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 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, tort, 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 party agrees to use applicable law and regulation, disclose such information to (a) our affiliates commercially reasonable efforts to 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 (ii) cannot be reasonably expected to 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 Agreement, including price. Customer agrees and acknowledges that the 9. DISPUTE RESOLUTION. THIS AGREEMENT WILL BE GOVERNED BY information associated with the Account(s)hereunder,including but not limited AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE to usage data, the UDC issued account numbers, service address and any IN WHICH ANY ACCOUNT IS LOCATED,WITHOUT GIVING EFFECT TO other such information contained in this Agreement are not considered ANY CONFLICTS OF LAW PROVISIONS,AND ANY CONTROVERSY OR confidential or protected information. Therefore, Seller is authorized to send CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT WILL BE unencrypted email messages to Customer and/or Customer's authorized SETTLED IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS agent or representative which email may include a copy of this Agreement or AGREEMENT BY A COURT LOCATED IN SUCH STATE. IF THE MATTER other Account(s) related information necessary for Seller to perform its AT ISSUE INVOLVES ACCOUNTS OR MATTERS IN MORE THAN ONE obligations under this Agreement. STATE,THE GOVERNING JURISDICTION AND VENUE SHALL BE 12. Miscellaneous Provisions. If in any circumstance we do not provide DEEMED TO BE NEW YORK. TO THE EXTENT ALLOWED BY notice of, or object to, any default on your part, such situation will not APPLICABLE LAW,WE ALSO BOTH AGREE IRREVOCABLY AND constitute a waiver of any future default of any kind. If any of this Agreement UNCONDITIONALLY TO WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO is held legally invalid,the remainder will not be affected and will be valid and INITIATE OR BECOME A PARTY TO ANY CLASS ACTION CLAIMS WITH enforced to the fullest extent permitted by law and equity, and there will be RESPECT TO ANY ACTION,SUIT OR PROCEEDING DIRECTLY OR deemed substituted for the invalid provisions such provisions as will most INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR nearly carry out our mutual intent as expressed in this Agreement. You may THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. not assign or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent. Any such attempted transfer will FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342886.257584.0 Printed:6/10/2020 Page-7-of11 be void. We may assign our rights and obligations under this Agreement. This Agreement contains the entire agreement between both of us, supersedes any other agreements, discussions or understandings (whether written or oral) regarding the subject matter of this Agreement, and may not 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 to 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 after termination or expiration of this Agreement to the extent necessary, including those for billing adjustments and payments, indemnification, limitations 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 ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342886.257584.0 Printed:6/10/2020 Page-8-of11 ACCOUNT SCHEDULE: For: Town of Queensbury The Pricing set forth below is only valid until 5:00 PM Eastern Prevailing Time on June 10,2020 We shall have no obligation to enroll or supply electricity to any account(s)that are not identified on the Account Schedule below. 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 UDC Account Energy Price Start End Non TOU UDC Number Service Address Date Date ($/kWh) 223 QUAKER RD,QUEENSBURY, NIMO 0123087007 NY 12804 10/29/20 10/28/23 $0.05161 118 GURNEY LN,QUEENSBURY, NIMO 0158898107 NY 12804 10/30/20 10/29/23 $0.05161 1412 LAKE GEORGE RD, NIMO 0215005002 QUEENSBURY,NY 12804 11/17/20 11/16/23 $0.05161 20 WEEKS RD,QUEENSBURY, NIMO 0307168010 NY 128041603 11/16/20 11/15/23 $0.05161 AVIATION RD,QUEENSBURY,NY NIMO 0441004002 12804 11/17/20 11/16/23 $0.05161 CLEVERDALE LD,QUEENSBURY, NIMO 0453881108 NY 12804 11/17/20 11/16/23 $0.05161 SOUTH QUEENSBURY, NIMO 0493881100 QUEENSBURY,NY 12804 11/17/20 11/16/23 $0.05161 RIDGE RD,QUEENSBURY,NY NIMO 0563809101 12804 10/30/20 10/29/23 $0.05161 1153 STATE ROUTE 9, NIMO 0777065004 QUEENSBURY,NY 128041376 11/03/20 11/02/23 $0.05161 4 WILLOWBROOK DR, NIMO 0837139018 QUEENSBURY,NY 128045876 11/27/20 11/24/23 $0.05161 RIDGE RD,QUEENSBURY,NY NIMO 0943809103 12804 10/30/20 10/29/23 $0.05161 MAIN ST,QUEENSBURY,NY NIMO 0964600011 12804 , 10/28/20 10/27/23 $0.05161 RIDGE RD,QUEENSBURY,NY NIMO 1003809104 12804 11/02/20 11/01/23 $0.05161 133 JENKINSVILLE RD, NIMO 1136804004 QUEENSBURY,NY 128047303 11/16/20 11/15/23 $0.05161 00 QUAKER RD,QUEENSBURY, NIMO 1457047005 NY 12804 11/16/20 11/15/23 $0.05161 823 W MOUNTAIN RD, NIMO 2038898101 QUEENSBURY,NY 128048124 11/03/20 11/02/23 $0.05161 551 AVIATION RD,QUEENSBURY, NIMO 2209037107 NY 128041839 11/03/20 11/02/23 $0.05161 AVIATION RD,QUEENSBURY,NY NIMO 2223107008 12804 11/17/20 11/16/23 $0.05161 FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form_v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342886.257584.0 Printed:6/10/2020 Page 9 of 11 QUAKER RD,QUEENSBURY,NY NIMO 2377969001 12804 11/16/20 11/15/23 $0.05161 QUAKER RIDGE BLVD, NIMO 2668139037 _ QUEENSBURY,NY 12804 11/17/20 11/16/23 $0.05161 155 JENKINSVILLE RD, NIMO 3039099103 _ QUEENSBURY,NY 128047303 11/16/20 11/15/23 $0.05161 MAIN ST,QUEENSBURY,NY NIMO 3384613015 12804 10/28/20 10/27/23 $0.05161 435 QUEENSBURY AVE, NIMO 3468008007 Queensbury,NY 128047611 11/16/20 11/15/23 $0.05161 51 QUAKER RD,QUEENSBURY, NIMO 3471434100 NY 128041709 11/03/20 11/02/23 $0.05161 CORINTH RD,QUEENSBURY,NY NIMO 3490472013 12804 11/05/20 11/04/23 $0.05161 129 JENKINSVILLE RD, NIMO 3839099109 QUEENSBURY,NY 12804 11/16/20 11/15/23 $0.05161 PINEWOOD AVE,QUEENSBURY, NIMO 3953663103 NY 12804 11/17/20 11/16/23 $0.05161 FT AMHERST GARR, NIMO 4673881102 QUEENSBURY,NY 12804 11/17/20 11/16/23 $0.05161 786 LUZERNE RD,QUEENSBURY, NIMO 4731434105 NY 128047402 11/03/20 11/02/23 $0.05161 MEADOWBROOK RD, NIMO 4821372109 QUEENSBURY,NY 12804 11/16/20 11/15/23 $0.05161 MEADOWBROOK RD, NIMO 4881372107 QUEENSBURY,NY 12804 10/28/20 10/27/23 $0.05161 363 BIG BAY RD,QUEENSBURY, NIMO 5003809108 NY 128047854 11/05/20 11/04/23 $0.05161 MEADOWBROOK RD, NIMO 5281372106 QUEENSBURY,NY 12804 10/28/20 10/27/23 $0.05161 313 QUAKER RD,QUEENSBURY, NIMO 5361372102 NY 128041555 10/29/20 10/28/23 $0.05161 NORTH QUEENSBURY, NIMO 5473880102 QUEENSBURY,NY 12804 11/17/20 11/16/23 $0.05161 MAIN ST,QUEENSBURY,NY NIMO 5484042010 12804 10/28/20 10/27/23 $0.05161 64 LUZERNE RD,QUEENSBURY, NIMO 5604036101 NY 128043327 11/03/20 11/02/23 $0.05161 284 QUEENSBURY AVE, NIMO 6034035102 QUEENSBURY,NY 128047606 11/16/20 11/15/23 $0.05161 742 BAY RD,QUEENSBURY,NY NIMO 6382578105 128045902 10/29/20 10/28/23 $0.05161 21 QUAKER RD,QUEENSBURY, NIMO 6471433106 NY 128041709 11/03/20 11/02/23 $0.05161 742 BAY RD,QUEENSBURY,NY NIMO 6582578109 128045902 11/27/20 11/24/23 $0.05161 0 QUAKER RD,QUEENSBURY, NIMO 7342578104 NY 12804 10/29/20 10/28/23 $0.05161 19 STONE QUARRY RD, NIMO 7416015012 QUEENSBURY,NY 128047642 11/16/20 11/15/23 $0.05161 195 SUNNYSIDE RD, NIMO 7519098113 QUEENSBURY,NY 128047762 11/16/20 11/15/23 $0.05161 94 MAIN ST,QUEENSBURY,NY NIMO 8104825003 128044055 11/17/20 11/16/23 $0.05161 FOR INTERNAL USE ONLY ©2020 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 G342886.257584.0 Printed:6/10/2020 Page 10 of 11 742 BAY RD,QUEENSBURY,NY NIMO 8642578101 128045902 11/27/20 11/24/23 $0.05161 640 GLEN ST,QUEENSBURY,NY NIMO 8971434105 128042020 10/29/20 10/28/23 $0.05161 29 NORTH RD,QUEENSBURY,NY NIMO 8991434101 128042034 10/29/20 10/28/23 $0.05161 WEST QUEENSBURY, NIMO 9173882104 QUEENSBURY,NY 12804 11/17/20 11/16/23 $0.05161 CLARK ST,QUEENSBURY,NY NIMO 9437678100 12804 11/03/20 11/02/23 $0.05161 QUAKER RD,QUEENSBURY,NY NIMO 9513881108 12804 11/17/20 11/16/23 $0.05161 NIMO 9513881109 BAY RD,GLENS FALLS,NY 12801 11/17/20 11/16/23 $0.05161 RICHARDSON ST,QUEENSBURY, NIMO 9513881110 NY 12804 11/17/20 11/16/23 $0.05161 QUAKER RD,QUEENSBURY,NY NIMO 9513881111 12804 11/17/20 11/16/23 $0.05161 QUAKER RD,QUEENSBURY,NY NIMO 9513881112 12804 11/17/20 11/16/23 $0.05161 QUAKER RD,QUEENSBURY,NY NIMO 9513881113 12804 11/17/20 11/16/23 $0.05161 QUAKER RD,QUEENSBURY,NY NIMO 9513881114 12804 11/17/20 11/16/23 $0.05161 AVIATION RD,Glens Falls,NY NIMO 9513881116 12801 11/17/20 11/16/23 $0.05161 NIMO 9513881117 BAY RD,GLENS FALLS,NY 12801 11/17/20 11/16/23 $0.05161 LUZERNE RD,QUEENSBURY,NY NIMO 9628539005 12804 11/17/20 11/16/23 $0.05161 81 GLENWOOD AVE, NIMO 9811433109 QUEENSBURY,NY 12804 11/03/20 11/02/23 $0.05161 LIGHTING DISTRICT, NIMO 9953878100 QUEENSBURY,NY 12804 11/17/20 11/16/23 $0.05161 TO ACCEPT THE PRICING ABOVE,PLEASE FAX A SIGNED COPY OF THIS AGREEMENT TO US AT 888-829-8738. Payments to Certain Third-Parties: You acknowledge and understand that Constellation is paying a marketing fee to Municipal Electric and Gas Alliance, Inc. in connection with its efforts to facilitate our entering into this Agreement. Municipal Electric and Gas Alliance, Inc. is not a representative or agent of Constellation. FOR INTERNAL USE ONLY ©2020 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Short Form v.2010 Rev Nov-01-2017 () Sales Rep:Jeffrey S Hills G342886.257584.0 Printed:6/10/2020 Page 11 of 11 Constellation NewEnergy, Inc. Retail Trade Transactions("RTT")Confirmation Pricing Expiration Date:5:00 PM Eastern Time on June 10,2020 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-0000159354), 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 Qty Price($1 UDC Account Number Product Sell Commodity Date Date Point Pattern Holidays Quantity UOM kWh) Number Electric Eastern NERC 342989.257584.0-1 Block S Energy 11/5/2020 11/30/2020 ZONE F 5x16 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-2 Block S Energy 11/5/2020 11/30/2020 ZONE F 2x16 Holidays 200.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-3 Block S Energy 11/5/2020 11/30/2020 ZONE F 7x8 Holidays 200.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-4 Block S Energy 12/1/2020 12/31/2020 ZONE F 7x24 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-5 Block S Energy 1/1/2021 1/31/2021 ZONE F 5x16 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-6 Block S Energy 1/1/2021 1/31/2021 ZONE F 2x16 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-7 Block S Energy 1/1/2021 1/31/2021 ZONE F 7x8 Holidays 225.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-8 Block S Energy 2/1/2021 3/31/2021 ZONE F 7x24 Holidays 250.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-9 Block S Energy 4/1/2021 4/30/2021 ZONE F 7x24 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-10 Block S Energy 5/1/2021 5/31/2021 ZONE F 5x16 Holidays 225.00 kW $0.03043 5124036107 ©2020 Exelon Corporation. All rights reserved.Errors and omissions excepted. Std.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G342989.257584.0 Printed:6/10/2020 Page 1 of 8 Electric Eastern NERC 342989.257584.0-11 Block S Energy 5/1/2021 5/31/2021 ZONE F 2x16 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-12 Block S Energy 5/1/2021 5/31/2021 ZONE F 7x8 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-13 Block S Energy 6/1/2021 6/30/2021 ZONE F 5x16 Holidays 275.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-14 Block S Energy 6/1/2021 6/30/2021 ZONE F 2x16 Holidays 300.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-15 Block S Energy 6/1/2021 6/30/2021 ZONE F 7x8 Holidays 300.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-16 Block S Energy 7/1/2021 7/31/2021 ZONE F 7x24 Holidays 325.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-17 Block S Energy 8/1/2021 8/31/2021 ZONE F 5x16 Holidays 300.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-18 Block S Energy 8/1/2021 8/31/2021 ZONE F 2x16 Holidays 325.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-19 Block S Energy 8/1/2021 8/31/2021 ZONE F 7x8 Holidays 325.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-20 Block 5 Energy 9/1/2021 9/30/2021 ZONE F 5x16 Holidays 275.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-21 Block S Energy 9/1/2021 9/30/2021 ZONE F 2x16 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-22 Block S Energy 9/1/2021 9/30/2021 ZONE F 7x8 Holidays 250.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-23 Block S Energy 10/1/2021 10/31/2021 ZONE F 7x24 Holidays 200.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-24 Block S Energy 11/1/2021 11/30/2021 ZONE F 5x16 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-25 Block S Energy 11/1/2021 11/30/2021 ZONE F 2x16 Holidays 200.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-26 Block S Energy 11/1/2021 11/30/2021 ZONE F 7x8 Holidays 200.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-27 Block S Energy 12/1/2021 12/31/2021 ZONE F 7x24 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-28 Block 5 Energy 1/1/2022 1/31/2022 ZONE F 5x16 Holidays 250.00 kW $0.03043 5124036107 ©2020 Exelon Corporation. All rights reserved.Errors and omissions excepted. Std.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G342989.257584.0 Printed:6/10/2020 Page 2 of 8 Electric Eastern NERC 342989.257584.0-29 Block S Energy 1/1/2022 1/31/2022 ZONE F 2x16 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-30 Block S Energy 1/1/2022 1/31/2022 ZONE F 7x8 Holidays 225.00 kW $0.03043 5124036107 • Electric NERC 342989.257584.0-31 Block S Energy 2/1/2022 3/31/2022 ZONE F 7x24 Holidays 250.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-32 Block S Energy 4/1/2022 4/30/2022 ZONE F 7x24 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-33 Block S Energy 5/1/2022 5/31/2022 ZONE F 5x16 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-34 Block S Energy 5/1/2022 5/31/2022 ZONE F 2x16 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-35 Block S Energy 5/1/2022 5/31/2022 ZONE F 7x8 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-36 Block S Energy 6/1/2022 6/30/2022 ZONE F 5x16 Holidays 275.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-37 Block S Energy 6/1/2022 6/30/2022 ZONE F 2x16 Holidays 300.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-38 Block S Energy 6/1/2022 6/30/2022 ZONE F 7x8 Holidays 300.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-39 Block S Energy 7/1/2022 7/31/2022 ZONE F 7x24 Holidays 325.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-40 Block S Energy 8/1/2022 8/31/2022 ZONE F 5x16 Holidays 300.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-41 Block S Energy 8/1/2022 8/31/2022 ZONE F 2x16 Holidays 325.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-42 Block S Energy 8/1/2022 8/31/2022 ZONE F 7x8 Holidays 325.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-43 Block S Energy 9/1/2022 9/30/2022 ZONE F 5x16 Holidays 275.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-44 Block S Energy 9/1/2022 9/30/2022 ZONE F 2x16 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-45 Block S Energy 9/1/2022 9/30/2022 ZONE F 7x8 Holidays 250.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-46 Block S Energy 10/1/2022 10/31/2022 ZONE F 7x24 Holidays 200.00 kW $0.03043 5124036107 ©2020 Exelon Corporation. All rights reserved.Errors and omissions excepted. Std.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G342989.257584.0 Printed:6/10/2020 Page 3 of 8 Electric Eastern NERC 342989.257584.0-47 Block S Energy 11/1/2022 11/30/2022 ZONE F 5x16 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-48 Block S Energy 11/1/2022 11/30/2022 ZONE F 2x16 Holidays 200.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-49 Block S Energy 11/1/2022 11/30/2022 ZONE F 7x8 Holidays 200.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-50 Block S Energy 12/1/2022 12/31/2022 ZONE F 7x24 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-51 Block S Energy 1/1/2023 1/31/2023 ZONE F 5x16 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-52 Block S Energy 1/1/2023 1/31/2023 ZONE F 2x16 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-53 Block S Energy 1/1/2023 1/31/2023 ZONE F 7x8 Holidays 225.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-54 Block S Energy 2/1/2023 3/31/2023 ZONE F 7x24 Holidays 250.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-55 Block S Energy 4/1/2023 4/30/2023 ZONE F 7x24 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-56 Block S Energy 5/1/2023 5/31/2023 ZONE F 5x16 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-57 Block S Energy 5/1/2023 5/31/2023 ZONE F 2x16 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-58 Block S Energy 5/1/2023 5/31/2023 ZONE F 7x8 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-59 Block S Energy 6/1/2023 6/30/2023 ZONE F 5x16 Holidays 275.00 , kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-60 Block S Energy 6/1/2023 6/30/2023 ZONE F 2x16 Holidays 300.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-61 Block S Energy 6/1/2023 6/30/2023 ZONE F 7x8 Holidays 300.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-62 Block S Energy 7/1/2023 7/31/2023 ZONE F 7x24 Holidays 325.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-63 Block S Energy 8/1/2023 8/31/2023 ZONE F 5x16 Holidays 300.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-64 Block S Energy 8/1/2023 8/31/2023 ZONE F 2x16 Holidays 325.00 kW $0.03043 5124036107 ©2020 Exelon Corporation. All rights reserved.Errors and omissions excepted. Std.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G342989.257584.0 Printed:6/10/2020 Page 4 of 8 Electric Eastern NERC 342989.257584.0-65 Block S Energy 8/1/2023 8/31/2023 ZONE F 7x8 Holidays 325.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-66 Block 5 Energy 9/1/2023 9/30/2023 ZONE F 5x16 Holidays 275.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-67 Block S Energy 9/1/2023 9/30/2023 ZONE F 2x16 Holidays 250.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-68 Block S Energy 9/1/2023 9/30/2023 ZONE F 7x8 Holidays 250.00 kW $0.03043 5124036107 Electric NERC 342989.257584.0-69 Block S Energy 10/1/2023 10/31/2023 ZONE F 7x24 Holidays 200.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-70 Block S Energy 11/1/2023 11/4/2023 ZONE F 5x16 Holidays 225.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-71 Block S Energy 11/1/2023 11/4/2023 ZONE F 2x16 Holidays 200.00 kW $0.03043 5124036107 Electric Eastern NERC 342989.257584.0-72 Block S Energy 11/1/2023 11/4/2023 ZONE F 7x8 Holidays 200.00 kW $0.03043 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. 2.1.4.1.Congestion Costs. If an Electric Block or Electric Fixed Price Percent of Load's Delivery Point for the Account(s)above is not at the Account(s)'zone(UDC)indicated in the Account Schedule for the applicable TC or Electricity Supply Agreement,then Seller shall pass through Congestion Costs on Customer's monthly invoice for the Quantity. "Congestion Costs"(which may also be referred to as"Basis Costs"in the TC) means the difference between the ISO-published LMP for the ISO energy zone of the Account(s), in the applicable TC or Electricity Supply Agreement,and the ISO LMP for the Delivery Point specified in the table above. 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 date 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. ©2020 Exelon Corporation. All rights reserved.Errors and omissions excepted. Std.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G342989.257584.0 Printed:6/10/2020 Page5of8 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. 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. ©2020 Exelon Corporation. All rights reserved.Errors and omissions excepted. Std.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G342989.257584.0 Printed:6/10/2020 Page 6 of 8 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 1x24 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.] ©2020 Exelon Corporation. All rights reserved.Errors and omissions excepted. Std.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G342989.257584.0 Printed:6/10/2020 Page 7 of 8 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: John Strough Title: Title: Supervisor Address: 742 Bay Road Address: 1001 Louisiana St.Constellation Suite 2300 QUEENSBURY,NY 12804-8325 Houston,TX 77002 Attn:Contracts Administration Fax: Phone: 518-761-8229 Fax: 888-829-8738 Email: JohnS@queensbury.net Phone: 518-761-8229 ©2020 Exelon Corporation. All rights reserved.Errors and omissions excepted. Std.RTT Rev Jan-29-2016 Sales Rep:Jeffrey S Hills G342989.257584.0 Printed:6/10/2020 Page 8 of 8