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2019-24 RESOLUTION 2019 -24 A RESOLUTION RATIFYING EXECUTION OF AN AGREEMENT WITH CONSTELLATION NEW ENERGY FOR ELECTRICITY SUPPLY SERVICES WHEREAS, the Village of Buffalo is a home rule unit pursuant to the Illinois Constitution of 1970; and WHEREAS, the Village engaged Kenneth J. Kogut & Associates to monitor pricing for Electric Energy Supply and Service for the Village; and WHEREAS, it is in the best interest of the Village to execute an agreement with Constellation New Energy. NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES,ILLINOIS, as follows: SECTION 1. The foregoing recitals are hereby adopted and incorporated and made a part of this Resolution as if fully set forth herein. SECTION 2. The Village Board ratifies the execution of an agreement with Constellation New Energy. SECTION 3. If any section, paragraph, clause or provision of this Resolution shall be held invalid, the invalidity thereof shall not affect any other provision of this Resolution. SECTION 4. This Resolution shall be in full force and effect from and after its passage and approval. AYES: 6—Stein-Ottenheimer, Weidenfeld Johnson, Smith„Pike NAYS: 0 - None ABSENT: 0 - None PASSED: July 15, 2019 APPROVED: July 15, 2019 Beverly Sus an, Village President ATTEST,: Janet NW irabian, Village Clerk Ammmww' ConsteLlat' " Agreement is Not �xuur�. Valid Unless An f:°r,e ton Coinpar7y Executed by Seller Constellation NewEnergy,Inc. Electricity Supply Agreement—Fixed Price Solutions VILLAGE OF BUFFALO GROVE ("Customer")AND Constellation NewEnergy,Inc. ("Seller")AGREE AS FOLLOWS: Defined Terns. Capitalized terms have the meanings set out in this Electricity Supply Agreement, including the attached General Terms and Conditions ("Agreement'); generally the words "you" and "your" refer to the Customer listed above and the words"we"and "us"refer b 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 b allow us to enroll each Account in a timely manner. You agree that we may select such sources of energy as we deem appropriale to meet our obligations under this Agreement We will enroll each Account with the applicable UDC as being supplied by us and will take such other actions with the applicable UDC and ISO necessary for us to meet our obligation s under this Agreement The specific prices for each Account are set forth in the Account Schedule, below. You are also responsible b 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 d 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 axed for the existing term of this Agreement and only subject b 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 b you as a "pass-through,"which means they will change during the existing term of this Agreement ff 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 Foxed Ancillary Services And Other ISO Costs Passed Through Auction Revenue Rights Credits Foxed Capacity Costs Passed Through Transmission Costs Passed Through Transmission Loss Credits Foxed Line Loss Costs Price Foxed,Charged Separately FERC Order 745 Costs Passed Through Balancing Congestion Costs Passed Through Transmission Reallocation Costs Foxed The contact prices contained in the Account Schedule include credit costs and margin. Any applicable RMR Costs will be passed through b you. Selecting Transmission Costs as "Fixed" means that these costs are included in your contract price and are not subject b change unless there has been a Change in Law pursuant to Section 5 of the General Terms and Conditions below. For clarity, we will not pass through any future changes in Transmission Costs based on the UDC's regular adjustments b Network Transmission Service and Transmission Enhancement rates. Renewable Portfolio Standards Costs ("RPS Costs"). Pursuant b the Future Energy Jobs Bill (Illinois Public Act 099-0906)charges br RPS Costs are now collected as UDC Delivery Charges ("RPS UDC Charges"). If during the term of this Agreement, some or all of the RPS UDC Charges are no longer invoiced as UDC Delivery Charges,Seller will pass those charges through to Customer. Retail Trade Transactions. At any time during the term of this Agreement, you may request the purchase of renewable energy certiicates in an amount equal to a prescribed percentage of your load volume by entering into one or more Retail Trade Transactions ("RTTs")bedvee n us. If we both agree b the FOR INTERNAL USE ONLY 02019 Constellation Energy Resources, LLC All rights reserved. Errors and omissions excepted. Std. Short Form v.2010 Rev Nov-01-2017 0 Sales Rep: Monica Schmidt G284083.41145.0 Printed: 6/2412019 Page-l-of9 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 Acxounas), this Agreement shall continence on or about the date set forth under "Start Date", and end on or about the date set forth under"End Dale", unless extended on a holdover basis as described in this Agreement The actual Start Date is dependent on the UDC successfully enrolling the Accoun(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 Accounts) 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 b 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-lo-month holdover basis. During such holdover term, we will calculate your invoice as follows: (Each Accounfs metered usage, as adjusted by the applicable line loss factor) times (the ISO-published Day Ahead Locational Based Marginal Price for the applicable residual zone("LMP") +$.015000/kWh) + (a pass through of all costs and charges incurred for the retail delivery of energy to you)+Taxes. This Agreement will continue 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).If you have elected b receive a single bill from us for one or more of the Accounts) served hereunder,we will invoice you for all UDC Charges and related Taxes for those Accounts) ("Seller Consolidated Billing"). If you have elected to receive a single bill from the UDC for one or more of the Accounts) served hereunder,the UDC will invoice you for all of our charges and all UDC Charges and related Taxes for those Accounts) ("UDC Consolidated Billing"). Otherwise, we will invoice you for all our charges and the UDC will invoice you for all UDC Charges and related Taxes for those Accounts) which we refer to as"Dual Billing." Initially all your Account(s) will be billed as follows, which may change based on yourAccount(s) eligibility: Seller Consolidated Billing. All amounts charged are due in full within forty-five (45)days of the invoice date, and we reserve the right lo 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 lo make payment by the due date, interest will accrue daily on outstanding amounts from the due dale 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; and we may withhold any payments due b the UDC until we receive such payments. All invoices(including adjustments b those invoices) are conclusively presumed anal and accurate unless such invoices are objected b 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 Accounts) located in the State of Illinois, your aggregate consumption and usage during any 12 month period is greater than 15,000 kilowatt-hours and that the electricity supplied under this Agreement is not for use at a residence. 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 b 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 b the other pursuant to this paragraph. Customer Service. For questions about your invoice or our services, contact us at our Customer Service Department by calling loll-fee 844-636-3749, or by e-mail atCusbmerCare@Consfellation.com. Authorization. You authorize the UDC b provide us with your historical and future energy billing and usage data (which includes your electricity usage levels for distinct time periods as short as 30 minutes, lo the extent that this information has been recorded and retained by the UDC). This authorization is for purposes of the development and provision of current and future products or services in connection with the services contemplated in this Agreement, and will remain in effect during the entire term of this Agreement, including any renewal, unless you rescind the authorization upon wrimen notice to us or by calling us at 1-844-6-ENERGY. We reserve the right to cancel this Agreement in the event you rescind the authorization. IN THE EVENT OF AN EMERGENCY, POWER OUTAGE OR WIRES AND EQUIPMENT SERVICE NEEDS,CONTACT YOUR APPLICABLE UDC AT: FOR INTERNAL USE ONLY ©2019 Constellation Energy Resources, LLC All rights reserved. Errors and omissions excepted. Sid. Short Form_v.2010 Rev Nov-01-2017 0 Sales Rep: Monica Schmidt G284083.41145.0 Printed: 6/24/2019 Page-2-of9 UDC Name UDC Abbreviation Contact Numbers Commonwealth Edison COMED 1-800-334-7661 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.] FOR INTERNAL USE ONLY ©2019 Consl3ellalion Energy Resources, LLC All rights reserved. Errors and omissions excepled. Sld. Short Formy.2010 Rev Nov-01-2017 Q Sales Rep: Monica Schmidt G284083.41145.0 Printed: 6/24/2019 Page-3-d9 Each party has caused this Agreement to be executed by its authorized representative on the respective dates written below. Constellation NewEnergy,Inc. Customer: Village of Buffalo Grove Signature: _...............--.. 9 Si nature: 6��t(.0Prinled Name: Printed Name: Title: Title: -J l Date: Address: 1001 Louisiana St Consle-llation Suite 2300 Address: ARa upp Blvd Houston,TX 77002 Buffalo Grove,IL 60089-2138 Attn: Contracts Administration Fax: 888.829.8738 Fax: Phone: 844-636.3749 Phone: Email: FOR INTERNAL USE ONLY ©2019 Constellation Energy Resources, LLC All rights reserved. Errors and omissions excepted. Sid. Short Form_v.2010 Rev Nov-01-2017 0 Sales Rep: Monica Schmidt G284083.41145.0 Printed: 6/24/2019 Page-4-of9 "Renewable Portfolio Standards Costs" means the costs associated with General Terms and Conditions meeting renewable portfolio standards costs at the levels required by currently 1. Definitions. applicable Law. "Ancillary Services And Other ISO Costs"means for any billing period the "RMR Costs" or "Reliability-Must-Run Costs" means the generation applicable charges regarding ancillary services as set forth in the applicable deactivation charges and other such charges, if any, imposed by the ISO on ISO Open Access Transmission Tariff ("OATT") and for other ISO costs not load served in a particular bad zone to recover the cost for any generation otherwise included in any of the defined cost components in this Agreement units that plan to retire but are required by the ISO to run for reliability We will reasonably determine your Accounts monthly Ancillary Services And purposes beyond their intended retirement date, in accordance with the Other ISO Costs based on the Accounts $/kWh share of costs for Ancillary applicable ISO rules and OATT provisions. Services And Other ISO Costs or otherwise reasonable allocation method as "Taxes" means all federal, state, municipal and local taxes, duties, fees, we may determine from time to time based on how Ancillary Services And levies, premiums or other charges imposed by any governmental authority, Other ISO Costs are assessed by the ISO. directly or indirectly, on or with respect to the electricity and related products "Auction Revenue Rights Credits" means revenue credits resulting from the and services provided under this Agreement, including any taxes enacted annual financial transmission rights auction conducted by the ISO that are after the date we entered into this Agreement applicable with respect b transmission peak bad contribution. If Auction `Transmission Costs" means the charge for Network Transmission Service Revenue Rights Credits are "Passed Through", such credits shall be and Transmission Enhancement Charges, each as identified in the applicable reasonably calculated by us as the monthly product of the (i) total Auction OATT Tariff for the provision of transmission service by the ISO within the Revenue Rights Credits expressed in dollars per planning year for the UDC's service territory, and expressly excluding costs separately detailed as applicable zone, as published by the ISO; divided by (ii) the total Network Transmission Reallocation Costs as defined below. Service Peak Load for such zone, as published by the ISO; divided by (iii) the `Transmission Loss Credits" means the credit amounts applicable to the number of days in the applicable planning year; multiplied by (iv) by an Accounts under the ISO's marginal loss construct Accounts applicable Network Service Peak Load; multiplied by (v) the number `Transmission Reallocation Costs" means a charge or credit,as applicable, of days in the billing period or such other reasonable calculation method imposed by the ISO specifically for: (i) the Current Recovery Charges; and (ii) applied by us. the Transmission Enhancement Charge Adjustments(each of (i) and (ii) as "Balancing Congestion Costs" means any costs or charges imposed by the defined in the settlement agreement approved by FERC as of May 31, 2018 ISO in complying with the Federal Energy Regulatory Commission's Order on in Docket Number EL05-121-009 for the time periods identified therein and Rehearing and Compliance regarding Docket Nos. EL16-6-002, EL16-6-003 implemented in the OATT Schedule 12-C Appendices A and C, respectively, and ER16-121-001 (January 31,2017). and as may subsequently be amended). Any modifications or conditions to "Capacity Costs" means a charge for fulfilling the capacity requirements for the treatment of the Transmission Reallocation Costs under the ISO tariff or the Account(s) imposed by the ISO or otherwise. Capacity Costs includes, otherwise shall be deemed a change in law pursuant to Section 5 below. but is not limited to, the cost for procuring Capacity Performance resources "UDC" means your local electric distribution utility owning and/or controlling (as currently required and defined by the ISO) in accordance with the and maintaining the distribution system required for delivery of electricity to provisions of Federal Energy Regulatory Commission Order on Proposed the Accounts. Tariff Revisions(Docket No.ER15-623-000,et at,issued June 9,2015). "UDC Charges"means all UDC costs, charges, and fees, due under UDC's "Energy Costs" means a charge for the cost items included in the Locational delivery services rates associated with your use of UDC's distribution network, Marginal Price for the ISO residual zone identified in the Account Schedule. all as defined by the UDC tariffs, and any similar or related charges the UDC "FERC Order 745 Costs"means any costs or charges imposed by the ISO in may impose from time to time. accordance with complying with the provisions of Federal Energy Regulatory Commission ("FERC") in Order No. 745 18 CFR Part 35 (March 15, 2011). 2. Cash deposit and other security. At any time, we may require that you Any modifications or conditions to the treatment of FERC Order 745 Costs provide information to us so that we may evaluate your creftorthiness. We under the ISO tariff or otherwise shall be deemed a change in law pursuant 1D reserve the right to require that you make a cash deposit or provide other Section 5 of the General Terms and Conditions of this Agreement security acceptable to us if your financial obligations to us increase under this "ISO" means the independent system operator or regional transmission Agreement, or if, in our opinion, your credit, payment history, or ability to pay organization responsible for the service territory governing an Account or any your bills as they come due becomes a concern. You will deliver any required successor or replacement entity. cash deposit or other required security (or any increase therein) within three "Line Loss Costs"means the costs(b the extent not already captured in the (3)business days of our request applicable Energy Costs) applicable to each Account based on the kW/h difleerence between the UDC metered usage and the ISO settlement 3. Default under this Agreement. You will be in default under this volumes. If Line Loss Costs are "Fixed," the Line Loss Costs are included in Agreement if you fail b: pay your bills on time and in full; provide cash the Energy Costs and will not be invoiced as a separate line item. If Line Loss deposits or other security as required by Section 2 above; or perform all Costs are "Passed Through," the Line Loss Costs will be invoiced as a material obligations under this Agreement and you do not cure such default separate line item and calculated based on the applicable fixed price or within 5 days of written notice from us; or if you declare or file for bankruptcy locational marginal price for the corresponding usage. or otherwise become insolvent or unable to pay your debts as they come due. "Non Time Of Use"or"NTOU" means all hours of each day. We will be in default under this Agreement if we fail to perform all material "Off Peak"means all hours other than Peak hours. obligations under this Agreement and do not cure such default within 5 days "Peak" means the hours designated as peak torn time to time by the UDC. FOR INTERNAL USE ONLY ©2019 Constellation Energy Resources, LLC All rights reserved. Errors and omissions excepted. Sid. Shot Form_v.2010 Rev Nov-01-2017 0 Sales Rep: Monica Schmidt G284083.41145.0 Printed: 6/24/2019 Page-5-of9 wrillen notice from you, or 9 we declare or file for bankruptcy or otherwise timely manner for electricity supplied to you prior b such event Further, if become insolvent or unable b pay our debts as they come due. such an event prevents or makes it impossible or impracticable for the claiming party to carry out any obligation under this Agreement due b the 4. Remedies upon default; Early Termination Payment. If you are in events beyond either of our reasonable control for more than 30 days, then default under this Agreement in addition to any other remedies available to whichever one of us whose performance was not prevented by such events us, we may brminale this Agreement entirely, or solely with respect to those shall have the right to terminate this Agreement without penally upon 30 days' Accounts adversely affected by such default and switch your Accounks) back written notice b the other. to UDC service (consistent with applicable regulations and UDC practices); and/or you will be required b pay us an early termination payment b 7. UDC or ISO obligations. We will have no liability or responsibility br compensate us br all losses we sustain due to your default including: matters within the control of the UDC or the ISO-controlled grid, which include • all amounts you owe us br electricity provided b you; maintenance of electric lines and systems, service interruptions, loss or • the positive difference, if any, between (A) the price you would have termination of service, deterioration of electric services,or meter readings. . paid us under this Agreement had it not been terminated early (including our margin), less the then-current market price of electricity and services under 8. Limitation on Liability. IN NO EVENT WILL EITHER PARTY OR ANY terms substantially similar to the terms of this Agreement as reasonably OF ITS RESPECTIVE AFFILIATED COMPANIES BE LIABLE FOR ANY calculated by us based on inbrmation available to us internally or supplied by CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE one or more third parties; multiplied by (B) the estimated undelivered volume DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST OPPORTUNITIES of electricil)r you would consume through the end of the term, as reasonably OR LOST PROFITS NOT CONTEMPLATED BY SECTION 4. Each party's calculated by us total liability related b this Agreement whether arising under breach of and contract tort strict liability or otherwise, will be limited to direct, actual • all costs (including attorneys' fees, expenses and court costs) we damages. Direct, actual damages payable b us will reflect the early incur in collecting amounts you owe us under this Agreement termination payment calculation in Section 4. Each party agrees to use commercially reasonable efforts to mitigate damages it may incur. NO The panties agree that any early termination payment determined in WARRANTY, DUTY, OR REMEDY, WHETHER EXPRESSED, IMPLIED OR accordance with this Section is a reasonable approximation of harm or loss STATUTORY, ON OUR PART IS GIVEN OR INTENDED TO ARISE OUT OF and is not a penalty or punitive in any respect and that neither party will be THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY required to enter into a replacement transaction in order to determine or be OR FITNESS FOR A PARTICULAR PURPOSE OR USE. entitled to a termination payment 9. DISPUTE RESOLUTION. THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE 5.Changes in law. We may pass through or allocale, as the case may be,to IN WHICH ANY ACCOUNT IS LOCATED, WITHOUT GIVING EFFECT TO you any increase or decrease in our costs related to the electricity and related ANY CONFLICTS OF LAW PROVISIONS, AND ANY CONTROVERSY OR products and services solo to you that results from the implementation of new, CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT WILL BE or changes (including changes b brmula rate calculations) b existing, Laws, SETTLED IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS or other requirements or changes in administration or interpretation of Laws or AGREEMENT BY A COURT LOCATED IN SUCH STATE. IF THE MATTER other requirements. "Law" means any law, rule, regulation, ordinance, statute, AT ISSUE INVOLVES ACCOUNTS OR MATTERS IN MORE THAN ONE judicial decision, administrative order, ISO business practices or protocol, STATE,THE GOVERNING JURISDICTION AND VENUE SHALL BE UDC or ISO tariff, rule of any commission or agency with jurisdiction in the DEEMED TO BE NEW YORK. TO THE EXTENT ALLOWED BY stale in which the Accounts are located. Such additional amounts will be APPLICABLE LAW, WE ALSO BOTH AGREE IRREVOCABLY AND included in subsequent invoices to you. The changes described in this Section UNCONDITIONALLY TO WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO may change any or all of the charges described in this Agreement whether INITIATE OR BECOME A PARTY TO ANY CLASS ACTION CLAIMS WITH described as "lixed," "variable," "pass-through" or otherwise. Your first bill RESPECT TO ANY ACTION, SUITOR PROCEEDING DIRECTLY OR reelecting increased costs will include a bill insert describing the increase in INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR costs in reasonable detail. THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 6. Events beyond either of our reasonable control. If something happens 10. Relationship of Parties; Representations and Warranties. We are an that is beyond either of our reasonable control that prevents either of us from independent contractor, and nothing in this Agreement establishes a joint performing our respective obligations under this Agreement then whichever venture, fiduciary relationship, partnership or other joint undertaking. We are one of us cannot perbrm will be relieved from perbrmance until the situation not acting as your consurant or advisor, and you will not rely on us in is resolved. Examples of such events include: acts of God, ire, hood, 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 b 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 FOR INTERNAL USE ONLY ©2019 Constellation Energy Resources, LC All rights reserved. Errors and omissions excepted. Sld. Short Form_v.2010 Rev Nov-01-2017 0 Sales Rep: Monica Schmidt G284083.41145.0 Printed: 6/24/2019 Page-6-of9 jurisdiction necessary b perorm under this Agreement; (iii) execution, billing adjustments and payments, indemnification, limitations of liability, and delivery and performance of this Agreement are duly authorized and do not dispute resolution. This Agreement is a 'forward contract' and we are a violate any of your governing documents or contracts or any applicable Law; "forward contract merchant' under the U.S. Bankruptcy Code, as amended. and (iv) If you are a Governmental Entity, you further warrant(a) you have Further, we are not providing advice regarding "commodity interests", complied with all applicable bidding and procurement laws in awarding this including futures contracts and commodity options or any other matter, which Agreement, (b) you will not claim immunity on the grounds of sovereignty or would cause us b be a commodity trading advisor under the U.S. Commodity similar grounds from enforcement of this Agreement and (c) you will obtain all Exchange Act, as amended. necessary budgetary approvals, appropriations and funding for all of your obligations under this Agreement, the failure of which shall not be an excuse for Governmental Entity's performance or failure b perform hereunder and upon request will provide proof of such authority. "Governmental Entity" means a municipality, county, governmental board or department commission, agency, bureau, administrative body, joint action agency, court or other similar political subdivision (including a public school district or special purpose district or authority), or public entity or instrumentality of the United States or one or more shales. 11. Confidentiality. Consistent with applicable regulabry requirements, we will hold in confidence all information obtained by us from you related b the provision of services under this Agreement and which concern your energy characteristics and use patterns, except that we may, consistent with applicable law and regulation, disclose such information b (a) our afiliales and such afiliates' employees, agents, advisors, and independent contracbrs, (b) third parties representing you in this purchase of electricity, and (c) other third parties, if the information (i) is presented in aggregate and (ii) cannot be reasonably expected b identify you. Except as otherwise required by law, you will agree b keep confidential the forms of our Agreement, including price. 12. Miscellaneous Provisions. If in any circumstance we do not provide notice of, or object b, any default on your part, such situation will not constitute a waiver of any future default of any kind. If any of this Agreement is hell legally invalid, the remainder will not be affected and will be valid and enforced to the fullest extent permitted by law and equity, and there will be deemed substituted for the invalid provisions such provisions as will most nearly carry out our mutual intent as expressed in this Agreement You may not assign or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent Any such attempted transfer will 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 b affix an ink or digital stamp of its signature b this Agreement and agrees b be bound by a document executed in such a manner. The parties acknowledge that any document generated by the parties with respect b this Agreement, including this Agreement may be imaged and sbred 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) b 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 b the extent necessary, including those br FOR INTERNAL USE ONLY ©2019 Constellation Energy Resources, LC All rights reserved. Errors and omissions excepted. Slid. Short Form_v.2010 Rev Nov-01-2017 Q Sales Rep: Monica Schmidt G284083.41145.0 Prinled: 6/24/2019 Page-7-of9 ACCOUNT SCHEDULE: For. Village of Buffalo Grove The Pricing set forth below is only valid until 5:00 PM Central Prevailing Time on June 24 2019 We shall have no obligation to enroll or supply electricity to any account(s)that are not identified on the Account Schedule be low. Please verify that your specific information is COMPLETE and ACCURATE. Your review and acceptance of this information will help ensure accurate future invoices Notes:Accounts or Service Addresses fisted 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: 20 Energy Price Start End Non TOU UDC UDC Account Number Service Address Date Date ($/kWh) 1 East Goff view Terr,BUFFALO CON® 0023066024 GROVE, IL 60089 12/01/22 12/02/23 $0.02533 401 W.Half Gray Rd.,BUFFALO CON® 0025585004 GROVE, IL 600896548 11/30/22 12/01/23 $0.02533 50 Raupp Blvd.,BUFFALO GROVE, CONED 0111523025 IL 600892139 12/01/22 12/02/23 $0.02533 48 Rapp Blvd.,BUFFALO GROVE, CONED 0111585007 IL 600892139 12/01/22 12/02/23 $0.02533 400 LaSalle Lane Water Station #7, CONED 0451040074 BUFFALO GROVE, IL 60089 11/30/22 12/01/23 $0.02533 120 Horatio Blvd.Water Station#6, CONED 0547031041 BUFFALO GROVF, IL 60089 12/01/22 12/02/23 $0.02533 751 Fbrt Clinton Rd, BUFFALO CON® 0739145021 GROVF, IL 60089 11/30/22 12/01/23 $0.02533 301 Buffalo Grove Rd,BUFFALO CONED 1278307002 GROVE, IL 60089 12/01/22 12/02/23 $0.02533 739 Weidner Rd, BUFFALO CONED 1735103028 GROVE, IL 600893360 12/01/22 12/02/23 $0.02533 801 COMV RCE CT,VB:VCN COMA 1948149005 TWP, IL 600892366 12/01/22 12/02/23 $0.02533 3400 N Prairie Rd, BUFFALO CONED 2067150021 GROVE, IL 60089 11/30/22 12/01/23 $0.02533 1520 BrandywynCt,BUFFALO CONED 3235100010 GROVE, IL 600891003 11/30/22 12/01/23 $0.02533 154 Raupp Blvd,BUFFALO CONED 3726049013 GROVE, IL 60089 12/01/22 12/02/23 $0.02533 345 NArlington Heights Rd, CONED 1 4100030004 BUFFALO GROVE, IL 600B9 12/01/22 12/02/23 $0.02533 226 E Lake Blvd,BUFFALO CONED 4729075016 GROVE, IL 600894352 12/01/22 1W02/23 $0.02533 2600 Palazzo Dr,BUFFALO CONED 4.979144033 GROVE, IL 600894676 11/30/22 12/01/23 $0.02533 1640 Linden Ave,BUFFALO CONED 5375166005 GROVE, IL 600892805 12/01/22 12/02/23 $0.02533 511 r ing on ig is ater Station,BUFFALO GROVE, IL CONED 5613019001 600893245 11/30/22 12/01/23 $0.02533 FOR INTERNAL USE ONLY ©2019 Constellation Energy Resources, LC All rights reserved. Errors and omissions excepted. Sld. Short Form_v.2010 Rev Nov-01-2017 0 Sales Rep: Monica Schmidt G284083.41145.0 Printed: 6/24/2019 Page 8 of 9 Cambridge St,BUFFALO GROVE, CON® 7959050006 IL 60089 12/01/22 12/02/23 $0.02533 1100 Johnson Dr,BUFFALO 00M® 8010045082 GROVE, IL 600896919 12/01/22 12/02/23 $0.02533 TO ACCEPT THE PRICINGABOVE, PLEASE FAX A SIGNED COPY OF THIS AGREEMENT TO US AT 888-829-8738. FOR INTERNAL USE ONLY ©2019 Constellation Energy Resources, LC All rights reserved. Errors and omissions excepted. Sid. Short Form v.2010 Rev Nov-01-2017 Q Sales Rep: Monica Schmidt G284083.41145.0 Printed: 6/24/2019 Page 9 of 9