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HomeMy WebLinkAboutResolution #3971 (2) - aggregation program agreement with integrys energy services RESOLUTION NO 3971 A RESOLUTION APPROVING AN AGGREGATION PROGRAM AGREEMENT BETWEEN INTEGRYS ENERGY SERVICES, INC. AND THE CITY OF CANTON, ILLINOIS WHEREAS, pursuant to 20 ILCS 3855/1-92 the State of Illinois enacted electric deregulation statutes, which authorizes the corporate authorities of the City to adopt an ordinance under which it may aggregate its residential and small commercial retail electrical loads located within the City and may solicit bids and enter into service agreements to facilitate for those loads the sale and purchase of electricity and related services and equipment; and WHEREAS, in order to save their citizens money, the City of Canton desires to aggregate the residential and small commercial retail electrical loads located within its jurisdictional boundaries and arrange for competitive retail electric supply for these retail electrical accounts; and WHEREAS, the City has selected Integrys Energy Services, Inc. as the supplier for the Aggregation; WHEREAS, the Finance Committee has determined that it is necessary and in the best interests of the City of Canton to enter into an Agreement for the supply of electricity with Integrys Energy Services, Inc., as set forth in Exhibit "A" attached hereto and incorporated herein; and WHEREAS, the City Council of the City of Canton has made a similar determination. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON, ILLINOIS, AS FOLLOWS: 1. That the agreement attached hereto and incorporated herein as Exhibit "A" is hereby approved by the Canton City Council. 2. That the Mayor and City Clerk of the City of Canton, Illinois are hereby authorized and directed to execute said Agreement on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 15th day of November, 2011 upon a roll call vote as follows: AYES: Aldermen Schenck, Pasley, Fritz, West, Nelson, Ellis, Pickel, Hartford NAYS: None ABSENT: None .f - PPROVED: 1' ~ ~ ~ . < ~ r~ ~ _ ~ evin R. Meade, Mayor ~ Dian uc r, City Clerk ~~F lntegryS'~ ~ arroipy xwvKOs Aggregation Program Agreement ~ Between ' Integrys Energy Services, lnc. and The City of Canton ' This Aggregation P~ogram Agreement, is entered into as of this 15 day of December, 2014 ("AgreemenY~, by and between the Cfty of Canton ("City"), an INinois municipal corporation, pursuant to the authority nf Ordlnance No. , and Integrys Energy Services, Inc. ("Integrys~, a Wisconsin corporation authorized to do business in Iliinols and wifh an office located at 500 West Madison, Ste #3300, Chicago, IL 60661. Integrys and the City are sometimes hereinafter referred to individually as a"Party" or collectively as the °Parties". W1TNE5SETH WHEREAS, pursuant to 20 ILCS 3855/1-92 (fhe "Aggrega~ion Statute'~, the Ciry desires to aggregate the residentiai and small cammercial retaii electricat loads located within its jurisdi~tional boundaries and arrange for competitive retail electric supply #or these retai{ electrical accounts (the "Aggregafion"); and WHEREAS~ the Ciiy has selected Integrys Energy Services, Inc. as the supplier for the Aggregation; and WHEREAS, the Parfies desire to establish the rights and obligations of the Parties with respect to aggregating, determining a price and supplying the Aggregation (the "Program"). NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as foliows: . ARTICLE 1: TERM ~ 1.1 7erm of As~reement. This Agreement shall be eifective upon execufian by the Parties and shall continue fn effect through the last meter read date in a Delivery Period agreed upon on a fufly executed Confirmafion identifying a Price and Delivery Period for the Program. The Parties can agree to extend the terms of this Agreement by agreei~g to a Price{s) for a subsequent Delivery Period(s). . ARTICLE 2: INTEGRYS' PERF~RMANCE 2,1 Pre A~aureaation Outies. integryswill: ~ ~ (a) provide a draft referendum for consideration by City that spectfies that the electors vote Yes or No to grant the City authority to arrange for the suppiy of elecfrEcity for those residenfs and small commercial refail electric customers who do not elect to opt-out of the Aggregation; (b) provide a draft Ordinance for conslderation by City based on the results of the ~eferendum; (c) provide a draft Plan of Opera#ion and Governance for considerafion by the City, provide a draft . nofice for newspaper publication of the pubtic hearings to be held; attend public hearings; review, commen#s and concems about draft Plan of Operation and Govemance with City; (d) provide draft to City of Informatlonal Maferials, including as applicable an introductory iet#er, Opt- Out notlce o~ first sallcitation letter, and welcome letter; , (e) promofe referendum based on guidance provid~d by City+ using mutually-agreed upan methods; (fl provide draft Opt Out Pfan; . (g) establish a to{I-free telephone number staffed with customer servfce representatives to address ' questions of potential Aggregation participants; and , Aggregation Agreement- Ameren - Wifh pre-agg Page 1 of 10 ~ ~ (h) assist the City with its request for the generic electrical load proflles for each dellvery class that will included in the Aggregation (pursuant to the Utility's tarlf~. 2,2 A~qres~ation Duties. lntegrys will: (a) mail Informationai Materials and customer terms and conditions to the potential Aggregafion pa~€cipants, which participant names and addresses are to be transferred ta Integrys pursuant ta 3.2(a)) as outiined in the Opt Out Pian; • (b) develop and activate ianding page on lntegrys' website for the Aggregation; (c) assist the City wlth the requesfs for the deliyery of data from the Utillty and the completion and ~ . flling of the applicable Utility forms; (d} negotiate the initial Delivery Period and Price to be offered thraugh fhe Program; (e) maintain a list of potential participants wha elect to opt-out of the Aggregation (if applicabte) and maintain a list of Aggregation participarrts who have either pravided consent to joir~ the Aggrega~on or are aufomaticalty participants of the Aggregation as a result of inaction; and (f} enroll the Aggregafion. ARTICI.E 3: CITY'S PEFORMANCE _ 3.1 ~,~e Aaareastion Duties. The City agrees fo perform the following tasks: , ~ , (a] draft and submit a referendum to its residents, pursuant to 1111nois law, to determine whether the ~ Aggregation will occur only wlth the prtor consent of each person owning, occupying, controlling, or ' using an efecfric load center proposed to be aggregated ("Opt in Aggregafian°) or in the alternative whether all proposed participants will automaticafly become a part[cipant in the Aggregation unless ~ they affirmatively decline participation in the Aggregation (an "4pt Out F~qgregation"); (b) provide guldance on acceptable promatlonal activities (i.e. newspaper ads, billboards; mailers, I locations for informaf~onal mee~ngs, etc.) in support of referendum; (c) adopt an Ordinance for the Opt Out Aggregation tf directed by the electors subject to the , aforementioned referendum, or in the alterrtative adopt an Ordinance far Opt-!n Aggregation; ~ (d) draft a Plan of Operat~on and Governance that complies with the requirements set forth in 2a ILCS~~ I 385511-92, schedule iwa public hearings on the Pian of Operation and Govemance~ publish notice of the hearings once per week, for fwo consecutive weeks 1n a newspaper of ge~eral circulation in the jurisdictian, hold at least two public hearings on the draft Plan of Operation and Govemarrce, and ' adopt a fina[ Plan of Operation and Governance; (e) submit to the Utllity a request for the generlc electrical ioad profiles for each deiivery class that will included in the Aggregation (pursuant to the Utility's tariffl and transfer such data to Integrys; provide the City's logo for Informatianal Materials; (g) review, timely propose revlsions, if applicabfe, and approve the lnformational Materials, including as applic~ble an introductory letter, Opt-Out notice or first solicitation, and welcome letter; and (h} prepare City employees to forward inquirers to Integrys' customer service telephone number or , ' website. : 3.2 Aaareqation Daties. The City will: , (a) submit to the Utility a request for the idenfiflcation of the retail customers locafed within the boundarles of the City that are in the delfvery class(es) that wiq be lncluded in the Aggregation and transfer such data to Integrys. (Note this data is obtained by the City pursuant to Rate GAP and w{fl • be used by lntegrys for mailing lnformatlonal Materials.) (b) negotiate the Dellvery Periad(s) and Price(s) to be included in the customer terms and conditions ~ for each Delivery Period and confirm that Price beiween the Parties; ~ ~ ; ~ , , Aggregation Agreement - Ameren - With pre-agg Page 2 of 10 . ' , . . . ,4.~• ' . . . . ; . ~ (c) subm(t to tha Utility (i) any required forms (which shall reflect the City's representation ~and 1 warranty that it has adopted an ord(nance and developed an Opt Out Plan), (ii) a list of retail . customers that have elected to opt-out of the Aggregation (if applicable), and {iii) a list of all retail , ~ customers fncfuded in the Aggregation; and (d) iransfer to lntegrys the aacount numbers received from the Utility as a result of the submittal noted in (c) above, which se#s forth the participants in the Aggregafion. ARTICLE 4: TERMS OF SERVICE, PRICE, AND ADDITIONS 4.1 Terms of 5ervice. The terms of service beiween each participant in the Aggregation and Integrys shall be set forth in the contraat between them, substantially in the form attached hereto as Attachment 1. The Price for specific Delivery Periods shall be mutually agreed upon by Integrys and the City in wr~ting on a fuily executed Conflrmation and included in the flnal terms of sen?~ce disfributed as set forth in the Opt Out Plan (which ~nal terms af service shalt be referred to as the "Terms and Condifions"). 4.2 Establishina a Price. 7o establish a Price, Integrys will submit a Price for a specific Delivery Period to the City Administrator fn the form of a confirmation, substantially similar to Attachment 2. The Price for the Deiivery Period submitted to the City in this form is nof an ofFer. This submiital will contain market sens{tive pric(ng, which pricing is subject to change unti{ the document is executed by both the C(ty Administrator on behalf of the City, and Integrys. lf the Price and Delivery Period submltted to' , the City rneets wlth the City's approval, then the Ciiy Administrator shall promp~ly execute the ' document and retum lt via fax to Integrys. Upon receipt by Integrys, Integrys wilf verlfy that the Price , for the Delivery Period is stifl available, and if so, will execute the document (creating a fulty executed Confirmation) and return the Confirrnation by fax to the City for its records. Only a fully,executed Confirmation shall be binding, form a parf of this Agreement, and evidence an agreemen# befinreen Integrys and the City with respect to the Price for a spec~c Delivery Period for the Aggragation. • , 4.3 Market Information. When discussing prlcfng aftematives, lntegrys may provide infomiafian and/ar analyses of altematives avaHabie to the Aggregatian regardfng energy commodities, ~elafed, , transactions for supply, and other energy market information. Integrys shall be deemed to.. have . provided only information, and/or analyses of potential altematives available to fhe Aggregation, and the City shaN maice all declsfons independsntly. Integrys has not and shail not be deemed to have made or given any representations, warrantles, guarantees or assurances as to the actual or ~ j perceived outcomes andlor any other effects, adverse or beneficial, relating to this Agreement, the . • i Terms and Conditlons, or any Confirmation. Integrys has not acted and shal{ not be deemed to have . acted, in any capacity as an agent or fiduciary for the Ciiy in connection with this Agreement or any Canfirmation : • 4.4 Addina fio the Aqareaation after planned Proaram enrotlments. After fhe initial enroflment of the Aggregation {or after subsequent pianned Program enrollments for a specific Defivery Perlod and Price agreed upon by City and Integrys) Integrys may aUow other potentia! parttclpants to enroll w(th Integrys through various methods, inoluding without limitation direct contact between an 'individua! pQtentiaL ' participant and Integrys via telephone or integrys' webslte, and/or en masse through a special offering. . Potenfial part(cipants who enroll with Integrys other than during a planned Program enrollment that.:':.:.:;. co~responds to a specific Delivery Period and Confirma~on beiween the City and tntegrys, may `pay a° ' different rate than those who join during a planned Program enrollment. , ~4.5 Servlce Inaulries. Integrys shall establish a toll fres #elephone number to answer generai information ~ requests, billing questions and other customer service inquiries for the Aggregation participants. All emergency or other service disruptton concerns should continue to be directed to the UtUlry. ~ ARTiCLE 5: PUBLICITY AND 7ERMINATION 5.1 Aress Releases. The Parties agree to joint review and approva( prior to (ssuance of afl medla press releases regarding ihis Agreement. Approvai of press re{eases will not be unreasonably wlthhefd. ~ . ' 5,2 Proaram Endorsement. The City and Integrys shall cooperate in disseminating information to.~all potential Aggregation participants canceming the Program and the City's endorsement of the Program: , Information retated to pricing and other contractual te~ms related to participation in the Aggregatlon is Aggregaffon Agreement - Arneren - With p~e-agg Page 3 of 10 . subJect to review and approvaf by Integrys. Simifady, any use of the City's officia! seai for advertising ~ ' or promotional purposes is subject to review and approval by the Cify. Upon mutual ~qreement of the Parties, the Parties may uttlize City resources for advertising, promotion' and consumer t~: communicatians of fhe Ctty's selection of Infegrys as the City's sole preferred supplier for the ' . Aggregation. The City warran#s that it will not take any action (written, verbal, or otherwise) to advise and/or encourage participants to exit the Aggregafion, pravided however, nothing in the p~eceding clause shal{ prohibi~ the City from ma4cing facfuaf statements in response to inquiries about the Aggregation or the Pragram. ~ 5.3 Defauit and Terminafion. This Agreerr?ent may be terminated early: (1) if either Parly fails to comply with any material term or condition of this Agreemenf, providad the failure continues withuut a cure ~ thi~fy (30) days after written Notice of such failu~e is provided by one Party to the ofher, ar (2) upon the occurrence of a Regulatory Event, as provided for in Section 5.4. Upon tenninafion for any reason this Agreement shall be of no fu rther force and effec~, except for those obt9gations that survive terminafion (including wifhout limitation those set forth in Sectlon 5.5 and Article 6). The obligatidns of Integrys and each Aggregation participant set forth in the Terms and Conditions shaA survive termination. 5.4 Re~ulatorv Event. ~ The #ollowing wlll const(tute a"Regulatory Event": (a) Ille~alitv. !t becomes unlawFul for a Pariy to perform any obligation under this Agreement dus to the adoptlon of, change in, or change in the interpretation of any applicable law by any ' judicial or govemment aufhority with competent jurisdiction. (b) Adverse Government Action. A regulatory, legislative or judicial body {A} requires a material ~ change to the terms of this Agreement that materialfy and adversely a#fects a Pariy or (B) #akes action that adversely and materially impacts a Parly's ability to pertorm, ar requires a:; delay in the performance of thls Agreement that either Party determines to be unreasonable or ; j (C} orders a change or modification that affects the Prog~am such that either Party's . obllgations hereunder are materially changed, and the change is not~ deemed a~ Force Majeure. - Upon the occurrence of a Regu(atory Event, the adversely affected Party shall give notice to the other ~ Party that such evenf has occu~red. ~thin thirty (30) days, or such other period as the Parties may ~ s. agree in writing, the Parties wfll enter into good faith negofiations to amend or replace this Agreement ~ ~ so that the adversely atfected Party is restored as nearly as possible to the economic position it would have been in but far the occurrence of the Regulatory Event. (f the Parties are unable to agree upo~ ~ an amendment to the Agreement, within the prescribed time after enfering Inta• negotiations, the> ' adversely affecfed Party shall have the right, upon ten (10} days prior written notice, to terminate this,; . Agreement. ~ ' , . 5,5 Pre-Aas~reaation Servtces Fee. In fight of the efforts that Integrys will underkake under ~ this ` Agreement with the expectation of receiving payment upon supply9ng retall elsetric service to the Aggregation, #he City agrees to pay a Pre-Aggregatlon Servfces Fee if the fallowing conditions are met (the "Conditions'~: (a) the referendum is passed and (b) Integrys does not enroll and provide retail electric sen?ice to the Aggregation for reasons other than (i} Integrys' default under this Agreement or (ii) a Regulatory Event and (c) the Aggregation is served by another retail electric supplier within 24 months of the passing of tt~e referendum. The Pre-Aggregation Services Fee shalf be calculated as (A) $0.001 per kilowaft-hour ("kWh'~, muttiplied by (S) the number of kWh fhat witl be served by the ; other retait electric supplier for the Aggregation (as calculated by lntegrys in ~ ifs commercialty reasonabla discrefion) for the sf~orter of 24 months or (ii) the term of the arrangement with thg other;. retail electric supplier. The Parties expressly acknowledge that upon the circumstances c~ntemplated under thls Section 5.5, damages would be d'~fficult to ascertain and quantlfy and agree that: this , provision for calculating the Pre-Aggregation Services Fee is reasonable in light of the anticipat~d or : actual harm to lntegrys for the Pre-Aggregation Services it would have performed and ls not a penaliy. For the purposes of clarity, if fhe Condifions a~e not met, fhe City shall not owe Integrys a Pre- Aggregation Senrices Fee. ~ ARTICLE 6, DtSCLAIMER AND LIMITATION OF LIAB[LITY ~ ~ Aggregation Agreement - Ameren - With pre-agg Page 4 of 10 ~ . ~ ; . . . . ~ ; . 6.1 pl$claimers EXC~PT AS EXPRESSLY PROVIDED HEREIN, INTEGRYS MAKES N~ WARRANTIES ~ ~ HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LlM1TED TO ANY IMPLIED WARRANIY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE: ~ ~ ~ 8.2 Limitation of Liabll(tv. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS CONTRACT FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES CONNECTED WITH OR RESULTING FROM PERFORMANCE aR NON-PERFORMANCE (3F TH1S AGREEMENT, IRRESPECTIVE OF WHETHER SUCH ClAfM5 ARE BASED UPON BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE 4F ANY DEGREE}, STRICT LIABILITY, CONTRACT, . OPERATION OF LAW OR OTHERWISE. ARTICI.E 7: MISCELLANEDUS 7.1 Entire As~reement This Agreement includfng ail Attachments, fuDy executed Confirmations, and fully executed amendments, constitute the entire Agreemen# and unders#anding between the Parties with . respect to the services, which are induded herein. AN prior written and verbai agreements and representations with respect to these services are merged into and superseded by this agreement. 7,2 ~endmen~. Atl amendments or modiflcations to this Agreement must be made in writing and signed by both Parties before they become effective. 7.3 Non-Assl~nabilitv. This Agreement sfiall not be transferred or assigned by either Party without ~he express authorization of the ather Party, which shall not be unreasonably withheld, provided however, : . with notice to the City, Integrys may assign this Agreement to an a~liate, provided that integrys Energy. ~ ' : Se~vices, Inc. remains liable for Integrys' oDligations hereunder. . ~ ~ 7.4 Methad of Notiftcation. Any nofices, requesfs or demands regarding the services provided under this Agreement shall be properly given or made upon receipt, if delivered by ovemight or next day ~ mailing/courier service to fhe address shown below. !f delivered by facsimile, any such document shall be considered delivereci on the business day the facsimile is sent, provided the sender has evidence of a successfu( tranamission on that day, and provided further that the successful transmission occurred prior to 5A0 pm eastern prevailing time. If the facsimile is successfully transmitted after 5:00 pm , eastern prevailing tlme, then the no~ca shail be deemed recelved on the next business day. Each Party shafl direct notices, requests or demands to the ottter Party using the following address: ~ Notices to lntegrys: Natfces to City: • - Current regis#ered agent of Mayor ~ • ~I Integrys Energy Senrices, inc., City of Canton, Iflinois ; ~ ~s flled with the Illinois Secretary of State 2 North Main Street ~ (avaifable on the Illlnois Secretary of State's weasite at Canton, Illino9s 61520 ' http:/lwww.l{sos.gov/corporatellc/CorporateLlcController) Telephone:309-fi47-OQ65 FacsImile:309-647-2348 ~ . Wlth a copy to: ~ , , ~ , ; . Contract Administration City Attorney ' ; ` ' Integrys Energy 5ervices, Inc. . Clty of Canton, Illinois ' . 1716 Lawrence Drive 2 North Main Street. ' DePere, Wl 54115 Canton, Illinois 61520 ; ~ Telephone: 920-617-G067 Telephone: 309-647-2738 . Facsimile:920-617-6070 Facsimile:309-647-2348 ' • , . . : Aggregation Agreement - Ameren - With pre-agg Page 5 of 10 ~ . ; . . ' ~ , 7.5 Waivers. No failure or delay on the part of either Party in exercising any right, power or priv(lege hereunder wiEl operate as a waiver thereof, nor wlli any single or partial exercise thereof preclude any ~ other ar fiur#her exercise thereof or the exercise of any rfght, power or privilege hereunder. 7.6 Aaplicabie Law and ChoEce of Venue. This Agreement shal[ be governed by, construed and ~ enforced in accordance wifh the laws of the State af iliinois, without regard fo principles of conflict of laws. ARTICLE 8: REPRESENTA710NS AND WARRANTIES 8.'t Mutual Representations and Warranties. Each Party represents and warrants to the ather Party, as of the date of this Agreement, that: ~ (a) It is duly organized and validly existing under the laws of the jurisdiction of its organization or incor~oration, and if relevant under such laws, in good standing; (b) It has the corporate, govemmental and/or other legal capacity, authority and power to execute, deliver and enter into this ~qreement and any other related documents, and perform its obligations under this Agreement, and has taken a!I necessary actlons and made all necessary determina~tons and findings to autho~ize such execu~on, delivery and performance; (c) The execution, delivery and performance of fhis Agreement does not vlolate or conflict•wlth any ' law applicable to [t, any provis(on of its constitutional documents, any order o~ judgment of any court or ather agency of government applicable to it or any of its assets oc any confractual ~ restriction ~Inding on or affecting it or any of its assefs; (d) If has revlewed and understands this Agreement; (e) I# wiA compty with all federal, state, and local laws, regu{ations, licensing, and disclosure , requirements, including without limlfation, any applicable requirements under the Amerlcans with DlsabllltiBS Act; and , r.~" I (fl It will not use any customer lr~formatian inconsfstentwith (i) the /~qgregation Statute, (ii) Section` 18-122 of the Public Utilities Act (220 fLCS 5/1&122), and (iii) Sectlon 2HH of the Consumer ~ ;.I Fraud and Deceptive Buslness Practices Act (895 ILCS 505/2MH). ~ 8,2 Additionai Representations. The City hereby furkher represents #o Integrys, as of the date of this ` ~ Agreement, that: (a) The City's execution and delivery of this Agreement, and its pertormance of its obligations . hereunder, are in furtherance, and not in violation, of the municipal purposes for which the City is organized pursuant to its author9zing statutes ar~d regulafions; • (b) This Agreemen# does not consfitute any kind of ln~estment by the City that is proscribed by . any constitution, charter, faw, rule, regulation, govemmenf code, constituent or governing; . ~ instrument, resolufion, guideline, ordlnance, order, writ, judgment, decree, charge; or ruling to which the Cfty (or any of its afficlals in their respeutive capacities as such) or Its prpperty ls,. subject; . . . . i (c) The City has a!I regulatory authorizations necessary for it to legally perform i#s obligatians ~ under the Agreement and na consents of any other party and no act of any other govemmental authority is required in connection with the execution, delivery and performance of the Agreemen#; , (d) With respect to the Agreement, all acts necessary to fhe valid execution, delivery; and , performance of the Agreement, including w(thout Iimltation, competitive bidding, public notice,, ~ election, referendum, prior appropriation or other required procedures have or wilf be~ taken , and performed as required under all relevant federal, sta#e and local laws, ordinances or other regulations with which City is ob{igated to comply. The City Administrator is duly authorized to execute Conftrmations on behalfi of the City with respeat to the Aggregation; ~ Aggregation Agreement - Ameren - With pre-agg Page 6 of 10 , ' _ , . ~ . ..i: 1.:..'~ . . (e} The City is not relying on any represenfations, other than those set forth in Sectton 8.1, in ~ entering into this Agreement; and ' ~ . (fl The City is capable of assessing the rnerits and understand(ng the terms, condl~ons and'risks ' of each energy, energy services, and/or related confracts that it enters inta or chooses not to enter into, and prior to deciding whether to enter into any such amangement and/or agreement, and in making such decision, the City independently assesses the merits of such decisian, and understands the terms, condi#ions and risks of such arrangement an8/or agreement. IN WITNESS WHEREOF, the Parties have duly executed this agreement to be effective on the date first writfen above. The Parties agree that signatu~es transmifted by facsimile are acceptable and binding #or . ~ execufion of this Aggregation Program Agreement. . Integrys Energy-S ices, c. City of Canton , . Signed: Slgned: - Name: Name: ~ S ~?,~l C. r~ ~ C . Title: Q.~L~e c Tltie: /N~'Y~ ~2 Date: ~ r ~ a0 Date: _ l.~ I~ 11 . . l . . ' ~ .5'..:, . . ~ . Approved as to Farm: , ~ . ' ~ , ~ ~ , ~ , . i Date: . ~ l ' ; S.i. - , . . . ~:5` . . ~ . ~ ' :~~i~. . , ' ' . . . :.j: ' ~ t . ~ 1.'. ~ . ~ 1 . ~ • ' ~ . ' Aggregation Agreement - Ameren - With pre-agg Page 7 of 10 ; ; ..t„?Y.;j4:si . . . • . ~ ~:p'~ _ . . . ^ ' i 1k ~ . . . ~ ~ i, . ' , ' . . , :l~~i . . . . i ~ . , . ~ ~ ' ~ ,r.~. ~ . ~:1:'::`~,14.;~'~.. . , ' ~ . • ' ` 1 ~ I.~ . AUTOMATIC AGGREGATfON - Electrici Purchase and Sate Terms and Conc~itions The City of , pursuant to the aggregation authority conferced upon it by , which passed by a majority of the vote on and Ordinance establishing the program, selected Integrys Energy Services, Inc. to supply the aggregatfon and to adminisfer enrollments as described be(ow. You, the account hofder (also referred to as "Buyer") for each account referenced on the letter accompanying these Electricify Purchase and Sale Terms and Conditions (the "AccounY'), and Seller agree to the foll~wing terms and conditions. Seller and Buyer (individually . referred to as "l'arty" and cflllectively as "Parties"} agree to the following Electricity Purchase and Sate Terms and Conditions "A reement" as of the "Effective Dats" : . 1. Enrollment: s. Opt-Out: Enroilment is automatic for #hose who are eHgible, but participation is voluntary. IF YOU DO NOT WISH TO PARTICIPATE~ YOU MUST OE'T-OUT BY RETURNfNG THE POSTCARD POS7MARKED NU LATER THAN ~ [date] OR BY CALUNG [PWONE] BY [date]. b. EUgfbility: To be eligibie for automatic aggregation, Buyer and the Accounts to be served (i) must be located within the City's jurisdictional boundaries, (fi) must be served by the Utility on one rate class Residential non-efectric space heat service or Small Commercial (DS2) inciuding commercial space heating, (iii) may not be under cont~act with another competitive supplier, or on rate BESH, or on residential space heat rate, or franchiseci servlce with a municipal account. c. Term: Thfs Agreement shall become binding on the Effective Date, provided however, the obligation of Seller to setl end schedule electricity for deltvery to Buyer and the obligatlon of Buyer ta purchase, take and pay for eleckricity is: contingent upon: (a) successful enrollment by the Utility iden~fted and (b) if applicable, the passage of #he Rescission Period (defined in Section 2) without effective cancellation by Buyec Successful enroliment by the Utility is dspendent ; upon (i) the eligibitity of Buyer's Utility accounts, as determined by the Utility, to take from a retail elactric supplier~and to parkicipate in the Utifity's purchase of receivables program (including service class and past payment hisiory}, {ii) ~ : " Seller's determination, in its sole discretion, of price avallability, and (iii) the aocuracy and completeness of any , information submifted by Buyer. Senrice will commence on meter read dates in [date] and shall .remain in effect for ~ hillin c cles ("fnitial Term°), unless terminated ursuant to the te~ms of fhis Agreemen#. ~ - 2. Rescission Period: Buyer may cancel its enrollment without penalty (a) for Ameren customers, within 10 tlays of • Utility processing of Seller's enrollment request ("Rescission Period") by contacting the Utl{ity as nated in that letter ~ from Ameren canfirmin the transfer of servlce 3. Prtce: a. Flxed Rafs: For the Initial Term, Buyer sf~all pay the Fixed Rafe multiplied by the bllling cyole usags for Account(s) ; identlflad in the letter accompanying this Agreement. For the Initial Term, the Ffxed Rate for res[dential accounts is ¢ per kWh, and for commerclal accounts is ¢ per kWh. Both Parties recflgnize that components of the Seller charges include electric tariff charges that are authorized by the Illinois Commerce Commisslon, Independent ; System Operator, other state or governmental agencies having jurisdict(on, andlor the Federal Energy Regutatory ."~•'i Comrnission. Any increase in these charges subsequent to accepfance of this Agreement by Buyer may~be directly ~ , assed through to Buyer by a corresponding increase in fhe Fixed Rate, ' P 'f Bu er is i rvice ' b. Switching Fees: While Selter does not charge Buyer a separate fee to switch to SellePs se , y . currentty recetving electricity pursuant to an agreernent with an altemative retall electric supptier, that supplier may charge Buyer for swltching electricity providers. If the Uti4'~ty charges a fee for enroNing the Accaunt to Seller's ~enrlce, : ' Seller will reimburse Bu er for an such fees. ~ 4. Renewal:. Beiween 30 and 60 days prior to the end of the lnitial 7erm or a Renewal Term (whichever is in effect, hereinafter the "Current 1'erm°), Seller may send Buyer an offer for a Renewal Term. This offer will Include, without' limitation, the new Price, any applicable early termination fees, and the Renewal i'erm ("OfFer"). In the event Seller, , does not receive Buyer's rejection of the Offer within days, the Offer will be daemed accepted, by Buyer without' ~ r~ the need tor further signature or other affirmative actian by Buyer. If Buyer rejects the Offer in the manner directed~ in • the Offer, Buyer's Accounts will be returned to Utility service at the end of the Current Term. !f SeUer does•not submit t~", an Offer to Buyer and instead indicates that the Agreement will be extended on a month to month basis at prevailing t~, market rates then the A reement will be extended as set forth in the notice or terminaked as directed b Bu er 5. BiBing and Payment: Buyer will be Invoiced for Seller's charges and the Utility's delivery charges by the Utility on, ~ the invoice(s) Buyer receives from the Utillty, and such blNing and payment shal! be subject to #he applicable Utility; . rules regarding billing and payment procedures. SellePs charges or credits not invoiced through the Utility, shall be invoiced or credited, respectively, direcfly by Seller. Seller may cause the Utility to oorrect previous lnvoices in the ` event of invoicin errors. 6. Taxes: Any tax levied against Seller by any govemmental entity, exclusive of Seller's income tax or taxes levied on Setler's reai or personal praperty that must be paid by Seller shall be passed through to and bome and reimbursed by, , Buyer. Buyer must p~avide Seller with any applicable exemption certificates. Buyer shall pay any such faxes unless , . Seller is required by law to collect and remit such taxes, In which case Buyer shall reimburse Selfer for all amounts so 5 aid. ~ ~ Aggregation Agreement- Ameren - WI#h pre-agg Page 8 of 70 ' ~ ' . ' ~~~ri'. . ' ~ . ~ . , r ~ . ~ . ~ • y. 7. 7erminatfon; Remedles: If either Party defaults on its obligaUons under this Agreement (which may include Buyer's switching to another electric supplier or the Utlltty or Buyer's failure to pay the Ufility), the other Party may ~ terminate this Agreement, as applicable. Seller reserves the right to charge Buyer eariy termination fees for Buyer's termfnation after the Rescission Period of Secfaon 2 that has not resulted from Seller's default. Selier may lnvoice Buyer directly for any early termination fees and payment af any eariy terminatian fees shall be due within 1d days of , the invoice date. Buyer agrees damages would be di~cult to quantify upon a defaulf and agree that this is not a penalty. The ear{y terminafion fees shafl be $60 per Account for rssidentia{ accounts and, for commercial Accounts, the early termtnation fees per Account shail be cafculated as (a} the average monthly usage in kilowatt-hours {kWh) ~ applicabie each Account per the Utility, mul6plied by (b) the number of billing cycies remaining in the Term, muitipiied 6y (c) $0.005 per kWh. Seller will waive such early termination fee if Buyer moves (either within or autside of the City boundaries and rovides notice to Seller that 9u er is movin rior to terminatin . 8. Limitations: ALL ELECTRICITY SOLD H~REUNDER IS PROVIDED "AS IS", AND SELLER EXPRESSLY . DISCLAIM8 ALL OTHER WARRANTIES, WME1'WER EXPRESS OR IMPLIED, INCLUDING BUT NO7 LIMITED 70 ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IN HO EVENT WILL EITHER PART1( BE LIABLE UNDER THIS AGREEMENT, WHETHER {N AGR~EMENT, IN TORT (INCLUDtN(3 NEGLIGENCE AN~ STRICT LIABILITY), OR OTHERWISE, FOR INDIREC7, INCIDENTAL, CONSEQUENTlAL, SPECIAL, OR PUNITNE DAMAGES. 9. Farce Majeure: Except for Buyer's obligation to pay Seller timely, neither Party shall be liable to the ather for failure to perFarm an obligation if the non-pertorming Party was prevented from performing due to an event beyond the reasonable control, that could not be remedied by the exercise of due diligence and that was not reasonably foreseeable, including without lim(tation, acts of God, a condition resulting in ~he curtailrnent of electr(city supply or interruption or curtaiiment of transmission on #he eleetric transmissIon andior dlstribution system, interruption of Utility • ~ service terrorist acts or wars and force ma eure events of the Utili or inde endent s stem o eratar. , 1b. Questfons, Complaints and Concerns: Buyer may cantact 5eiler by cailing [phone~, at Selier's website'at www.integrysenergy.com, or by writing to 600 W. Madison, #3300, Chicago, IL 60661, Attn: Customer Servlce. • For issues concerning th(s Agreement, Selier will attempt to resolve the matter within five (6) business days afte~ , receiving the call or fetter. If Suyer is not satisfied with the response, or to obtain consumer educafion materiats, ; Buysr can contact the iliinois Commerce Commissian's Consumer Setvices Division at 1-800-524-0795 or 1-80Q-858- ; 9277 for TT'Y hearing-impaired customers or visit the Illinois Commerce Commission's website at www.icaillinois.gov. Buyer rnay also contact the Illlnois Attorney General's Office at 1-800-388-5438 (Northem Illinois), 1-500- 243-0618 Cent~al Illinois , or 1-800-243-06Q7 Southern Iliinois . ~ 11. Mlscellaneous: This Agreement shall be govemed by and const~ued in accordance with the faws of ti7e State of :i`' Illinofs, without regard for the conflicts of law provisions thereof. Titie, possession, control of the elecfriclty, and risk of , loss wili pass from Seller to Buyer at the delivery poin#, which shail. be the Utility. Buyer appoints Selle~ as its agent : for the purposes of effectuating delivery, inciuding for receipt af billing and usage data from the Utifity. Subject to ~ ~ . ' regulatory approvais and notice from Seller, Seller may assign this Agreemen t wi t hou t Buyer's consen t. B uy e r m a y , assign this Agreement only with Seller's prior written consent. This Agreement (including without limitation the Account identification) shall be consi dere d a Le i ter a f Agency an d c o n s ti t u t e s t h e e n t i r e a g r e e m e n t b e t w e e n t h e Parties, superseding ali verba[ and written under~tandings. 't'here are no third parly beneficiaries to this ~reement ' and none are intended. This qgreement shall only be amended in writing slgned by both Parkies or with Notice from ' . Seiler to Buyer as described under Sect{on 4 above. Buyer should contact the Utility in the event of an electric . emergency at 1-800-755-500D. Future correspondence may be sent by Seller to Buyer via first class mail and/or elect~onic maii. ~ , : ~ : , ' ; , s , l ; • ?i ~ . ~ . . , . ;f; ;~i.~: ri':i . . . ~ . . . . '.i. . Aggregation Agreement - Ameren - With pre-agg Page 9 of 90 , ~ ~ ~ . . .