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4.06 4.6 AGREEMENTS\NRG—Natural Gas thru MEGA Program—6-1-24 thru 4-15-2024-4-15-2024 RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND NRG BUSINESS MARKETING LLC FOR POWER SALE -NATURAL GAS -THROUGH MEGA PROGRAM RESOLUTION NO.: 12024 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 395,2020, the Queensbury Town Board authorized an Agreement through the Municipal Electric & Gas Alliance (MEGA) through May 31, 2024 in an effort to reduce natural gas costs, and WHEREAS, the Town wishes to continue with the MEGA Program and enter into an Agreement with NRG Business Marketing LLC (NRG) commencing 06/01/2024 through 05/31/2027 at the Fixed Price of $4.238 per MMBTU as set forth in NRG's 04/11/2024 Agreement/Proposal Id: 68639518, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes Agreement/Proposal Id: 68639518 dated 04/11/2024 between the Town and NRG Business Marketing, LLC (NRG) commencing 06/01/2024 through 05/31/2027 at the Fixed Price of $4.238 per MMBTU and authorizes and directs the Town Supervisor to execute such Agreement/Proposal in substantially the form presented at this meeting and/or any other needed documentation, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Budget Officer and/or Water Superintendent/Wastewater Director to take such other and further actions as may be necessary to effectuate the terms of this Resolution. Duly adopted this 15t'day of April, 2024,by the following vote: AYES NOES ABSENT : 2 0 NEW YORK CUSTOMER DISCLOSURE 1'11"+C�. Price Your price is $4.238 per MMBTU. This price may change pursuant to the Purchase Price section (or Changes to Purchase Price section, as applicable) of the CMA and the Purchase Price section of the Transaction Confirmation. Fixed or Variable and, if variable, Fixed: Refer to Purchase Price on Transaction Confirmation and Special how the price is determined Provisions section on Transaction Confirmation. Length of the agreement and end 36 Months date Process customer may use to Rescission without penalty not permitted rescind the agreement without penalty Amount of Early Termination Fee Nan - defaulting party has the right to terminate and liquidate all and method of calculation Transactions, calculate a settlement amount by calculating the Liquidation Value for each Transaction and aggregate all amounts owing - See the Remedies section of the CMA for more information Amount of Late Payment Fee and Interest will be assessed on the late balance at the lower of 1 .50% per method of calculation month or the maximum amount permitted by law See the Billing and Payment section of the CMA for more information Provisions for renewal of the Automatically renews in successive one-month terms unless affirmatively agreement renewed or terminated by either party. Conditions under which savings to Savings compared to the Utility rate are not guaranteed the customer are guaranteed Page 1 of 1 NRG Business Marketing LLC Date: 04/11 /2024 Xw 804 Camegie Center, Time: 07:55 AM Princeton, NJ , 08540 Proposal Id: 68639518 n rg. 1 ,844,737.6742 Marketer Name: Mueller, Stephen nrg.com CUSTOMER • - • Customw Name: Queensbury, Town of Type: Renewal Contact Name: John Strough Billing Contact: Address: 823 Cornith Rd, QUEENSBURY, NY 12804 Billing Address: US Telephone: Fax: Telephone: Fax: Email: JohnSoqueensbury.net NATURAL • N CONFIRMATION AND CUSTOMER DISCLOSURES This Transaction Confirmation confirms the terms of the Gas Transaction entered into between NRG Business Marketing LLC ("Seiler"), and the customer above ("Buyer" or "Customer") pursuant to the terms of the Commodity Master Agreement ("CMA") between Buyer and Seller dated February 26, 2019 as may be amended. The Purchase Price excludes Utility distribution charges and Taxes that are or may be the responsibility of Buyer. Gas volumes will be adjusted for Utility line loss, where applicable. The prices listed below are based on market conditions as of the time, stated above, that this Transaction Confirmation was issued and may be adjusted by Seller to reflect market conditions as of the date it is executed and returned by Buyer. THIS TRANSACTION CONFIRMATION WILL NOT BE EFFECTIVE UNTIL SIGNED BY BOTH PARTIES. SERVICE LOCATIONS (Additional pages may be attached if necessary) Service Address Utility Account Number Rate 823 CORINTH RD 26991 -71001 SC2 823 CORINTH RD 56906-32006 SC2 51 QUAKER RD 34914-34106 SC2 1153 STATE ROUTE 9 07770-65004 SC2 4 WILLOWBROOK DR 08371 -39018 SC2 20 WEEKS RD 03071 -68010 SC2 21 QUAKER RD 64714-33106 SC2 742 BAY RD 65825-78109 SC2 81 GLENWOOD AVE 981 14-33109 SC2 823 CORINTH RD 80904-54003 SC2 Payment Terms: [30] days Late Fee: [1 .50]% or, if lower, the maximum amount permitted by law. DELIVERY PERIOD Begin: 06/01 /2024 End: 05/31 /2027 The service start date hereunder will be the date that the Utility enrolls Customer for Seller's service. Seller will request the Utility to enroll Customer on the first meter read date within the Delivery Period. Page 1 of 4 1 Upon the expiration of the Delivery Period, this Transaction shall continue for successive one month terms (collectively the "Renewal Term'") until either Party notifies the other Party in writing of its intention to terminate, at least 15 days prior to (1 ) the end of the Delivery Period or (2) during the Renewal Term, the earlier of the end of each successive month Renewal Term or the next cycle read date. After notice is given as contemplated in the previous sentence, the date of termination ("Termination Date") shall be the next effective drop date permitted by the Utility. The Purchase Price for delivery to the Delivery Point during the Renewal Term or for any period outside of the Delivery Period, shall be the then Market Price for delivery to the Delivery Point, unless otherwise agreed to in writing. DELIVERY POINT National Grid (Upstate) I NGRID CNE07 MO DTI CONTRACT QUANTITY (MMBTU) Buyer and Seller agree that the Contract Quantity purchased and received means a positive volume up to or greater than the estimated quantities listed below, provided, that for purposes of determining whether a Material Deviation has occurred and for purposes of calculating Contract Quantities remaining to be delivered under the Remedies section of the CMA, Contract Quantity shall be determined by reference to the applicable estimated quantity(les) listed below. Volume Type : Monthly June 303 December 11777 July 297 January 21033 August 297 February 11763 September 358 March 1 ,592 October 805 April 911 November 11316 May 451 PURCHASE PRICE Fixed Price : $4.2381MMBTU BILL TYPE Dual SPECIAL PROVISIONS For inquiries related to your purchase, or for any other questions or complaints against Seller, please contact Seller at the address above. For general inquiries related to the sale and delivery of Gas you may contact the New York Public Service Commission, Department of Public Service ESCO hotline at 1 -888-697-7728; write the PSC at the Office of Consumer Education & Advocacy, Three Empire State Plaza , Albany, NY 12223. or visit the PSC's website at http://wwwr.dps.state.ny.us. Buyer represents and acknowledges that: (a) any rights to a rescission period, longer grace periods or notice periods afforded to residential Buyers do not apply; and (b) upon any discontinuance of service by Seller, Seller will return Buyer to full Utility service by the next effective drop date permitted by the Utility, upon at least fifteen (15) days prior notice, provided that the utility has not already disconnected delivery of the service. If the Utility disconnects delivery of the service, then , effective immediately, Seller will not be responsible to provide Gas or any service under this Transaction Confirmation. Page 2 of 4 Buyer represents and warrants that (i) it will provide, to Seller, information reasonably required to substantiate its Gas usage, including information regarding its business, locations, meter/account numbers, historical/projected usage, time of use, hours of operation, utility rate classes, agreements, schedules, which in substantial part form the basis for the calculation of charges for the Transaction hereunder; (H) acceptance of this Transaction Confirmation constitutes an authorization for release of such usage information; (iii) it will assist Seller in taking all actions necessary to effectuate transactions, including, if requested, executing an authorization form permitting Seller to obtain its usage information from third parties; (iv) the usage information provided is true and accurate as of the date furnished and as of the effective date of the Transaction; (v) it may rescind the authorization for release of such information at any time, upon prior written notice; provided however, that such rescission will be considered a Default by Buyer; and (vi) neither it, nor any transaction, has been solicited through "door-to-door sales" (as such term is defined under the Uniform Business Law § 349-d, and Buyer acknowledges that this representation is a material inducement to Seller entering into this Transaction Confirmation. *According to the State of New York Public Service Commission's Uniform Business Practices, residential Buyers have the right to cancel a sales agreement, without penalty, within three business days after its receipt. `According to the State of New York Public Service Commission's Uniform Business Practices and the State of New York General Business Law § 349-d for transactions solicited through "door-to-door sales" Buyers may not be charged a termination or early cancellation fee in excess of the greater of: (i) $ 100 if the remaining term is 12 months or less and $200 if the remaining term exceeds 12 months, or (il) twice the estimated commodity supply bill for an average month, provided that an estimate of an average monthly bill was provided to the Buyer when the offer was made by the 'Seller along with the amount of any early termination fee based on such estimate. Buyer represents, warrants, and covenants that it is not a mass market customer as defined by the New York Department of Public Service Commission, and therefore it has an annual gas consumption that exceeds 750 dekatherms. Buyer further agrees that if it is such a customer ("mass market" as defined above) or becomes such a customer then such misrepresentation by Buyer is material, is a Default by Buyer, and notwithstanding anything to the contrary herein, this Transaction Confirmation may be terminated by the 'Seller without further notice or opportunity for Buyer to cure. Change in Utility Account Numbers: The account number for a Service Location shall be the Utility Account Number set forth in the Service Locations section above or as attached, as applicable, or any replacement account number issued by the Utility from time to time. Buyer acknowledges that it is acting for its own account, and that it has made its own independent decisions with respect to this Transaction Confirmation and that Seller is not acting as a fiduciary, financial, investment or commodity trading advisor for it in connection with the negotiation and execution of this Transaction Confirmation. Full Plant Requirement - No GSA Page 3 of 4 TAX EXEMPTION STATUS - If exempt, must attach certificate In order to ensure accurate billing, tax status indication is required. Please cheek the appropriate status below: U Non-Exempt [j Exempt (e.g. Residential, Non-Profit Organization, Manufacturing , Small Business, Agricultural, Resale, etc.) Buyer : Queensbury, Town of Seller : NRG Business Marketing LLC By : By : Name : Name : Title : Title Date : Date Page 4 of 4