HomeMy WebLinkAboutResolution #3971 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 15t" 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
-~1PPROVED: ~
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r-' ~evin R. Meade,yMayor
Dian uc r, City Clerk
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s~na:r~:,)'r sE....,..,
Aggregation Program Agreement
Between
Integrys Energy Services, Inc. and The City of Canton
This Aggregation Program Agreement, is entered into as of this day of December, 2011
("Agreement"), by and between the City of Canton ("City"), an Illinois municipal corporation, pursuant to the
authority of Ordinance No. , and Integrys Energy Services, Inc. ("Integrys"), a Wisconsin corporation
authorized to do business in Illinois and with 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".
WITNESSETH
WHEREAS, pursuant to 20 ILCS 3855/1-92 (the "Aggregation Statute"), the City 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 (the "Aggregation"); and
WHEREAS, the City has selected Integrys Energy Services, Inc. as the supplier for the Aggregation;
and
WHEREAS, the Parties 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 follows:
ARTICLE 1: TERM
1.1 Term of Actreement. This Agreement shall be effective upon execution by the Parties and shall
continue in effect through the last meter read date in a Delivery Period agreed upon on a fully executed
Confirmation identifying a Price and Delivery Period for the Program. The Parties can agree to extend the
terms of this Agreement by agreeing to a Price(s) for a subsequent Delivery Period(s).
ARTICLE 2: INTEGRYS' PERFORMANCE
2.1 Pre-Aaareqation Duties. Integrys will:
(a) provide a draft referendum for consideration by City that specifies that the electors vote Yes or No
to grant the City authority to arrange for the supply of electricity for those residents and small
commercial retail electric customers who do not elect to opt-out of the Aggregation;
(b) provide a draft Ordinance for consideration by City based on the results of the referendum;
(c) provide a draft Plan of Operation and Governance for consideration by the City, provide a draft
notice for newspaper publication of the public hearings to be held; attend public hearings; review
comments and concerns about draft Plan of Operation and Governance with City;
(d) provide draft to City of Informational Materials, including as applicable an introductory letter, Opt-
Out notice or first solicitation letter, and welcome letter;
(e) promote referendum based on guidance provided by City using mutually-agreed upon methods;
(fl provide draft Opt-Out Plan;
(g) establish a toll-free telephone number staffed with customer service representatives to address
questions of potential Aggregation participants; and
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(h) assist the City with its request for the generic electrical load profiles for each delivery class that will
included in the Aggregation (pursuant to the Utility's tarif~.
2.2 Aqqreqation Duties. Integrys will:
(a) mail Informational Materials and customer terms and conditions to the potential Aggregation
participants, which participant names and addresses are to be transferred to Integrys pursuant to
3.2(a)) as outlined in the Opt-Out Plan;
(b) develop and activate landing page on Integrys' website for the Aggregation;
(c) assist the City with the requests for the delivery of data from the Utility and the completion and
filing of the applicable Utility forms;
(d) negotiate the initial Delivery Period and Price to be offered through the Program;
(e) maintain a list of potential participants who elect to opt-out of the Aggregation (if applicable) and
maintain a list of Aggregation participants who have either provided consent to join the Aggregation or
are automatically participants of the Aggregation as a result of inaction; and
(fl enroll the Aggregation.
ARTICLE 3: CITY'S PEFORMANCE
3.1 Pre Aqqreaation Duties. The City agrees to perform the following tasks:
(a) draft and submit a referendum to its residents, pursuant to Illinois law, to determine whether the
Aggregation will occur only with the prior consent of each person owning, occupying, controlling, or
using an electric load center proposed to be aggregated ("Opt-In Aggregation") or in the alternative
whether all proposed participants will automatically become a participant in the Aggregation unless
they affirmatively decline participation in the Aggregation (an "Opt-Out Aggregation");
(b) provide guidance on acceptable promotional activities (i.e. newspaper ads, billboards, mailers,
locations for informational meetings, etc.) in support of referendum;
(c) adopt an Ordinance for the Opt-Out Aggregation if directed by the electors subject to the
aforementioned referendum, or in the alternative adopt an Ordinance for Opt-In Aggregation;
(d) draft a Plan of Operation and Governance that complies with the requirements set forth in 20 ILCS
3855/1-92, schedule two public hearings on the Plan of Operation and Governance, publish notice of
the hearings once per week, for two consecutive weeks in a newspaper of general circulation in the
jurisdiction, hold at least two public hearings on the draft Plan of Operation and Governance, and
adopt a final Plan of Operation and Governance;
(e) submit to the Utility a request for the generic electrical load profiles for each delivery class that will
included in the Aggregation (pursuant to the Utility's tarif~ and transfer such data to Integrys;
(fl provide the City's logo for Informational Materials;
(g) review, timely propose revisions, if applicable, and approve the Informational Materials, including
as applicable 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 Aqqreqation Duties. The City will:
(a) submit to the Utility a request for the identification of the retail customers located within the
boundaries of the City that are in the delivery class(es) that will be included in the Aggregation and
transfer such data to Integrys. (Note this data is obtained by the City pursuant to Rate GAP and will
be used by Integrys for mailing Informational Materials.)
(b) negotiate the Delivery Period(s) and Price(s) to be included in the customer terms and conditions
for each Delivery Period and confirm that Price befinreen the Parties;
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(c) submit to the Utility (i) any required forms (which shall reflect the City's representation and
warranty that it has adopted an ordinance 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 included in the Aggregation; and
(d) transfer to Integrys the account numbers received from the Utility as a result of the submittal noted
in (c) above, which sets forth the participants in the Aggregation.
ARTICLE 4: TERMS OF SERVICE, PRICE, AND ADDITIONS
4.1 Terms of Service. The terms of service between each participant in the Aggregation and Integrys
shall be set forth in the contract befinreen 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
writing on a fully executed Confirmation and included in the final terms of service distributed as set
forth in the Opt-Out Plan (which final terms of service shall be referred to as the "Terms and
Conditions").
4.2 Establishinq a Price. To establish a Price, Integrys will submit a Price for a specific Delivery Period
to the City Administrator in the form of a confirmation, substantially similar to Attachment 2. The Price
for the Delivery Period submitted to the City in this form is not an offer. This submittal will contain
market sensitive pricing, which pricing is subject to change until the document is executed by both the
City Administrator on behalf of the City, and Integrys. If the Price and Delivery Period submitted to
the City meets with the City's approval, then the City Administrator shall promptly execute the
document and return it via fax to Integrys. Upon receipt by Integrys, Integrys will verify that the Price
for the Delivery Period is still available, and if so, will execute the document (creating a fully executed
Confirmation) and return the Confirmation by fax to the City for its records. Only a fully executed
Confirmation shall be binding, form a part of this Agreement, and evidence an agreement befinreen
Integrys and the City with respect to the Price for a specific Delivery Period for the Aggregation.
4.3 Market Information. When discussing pricing alternatives, Integrys may provide information and/or
analyses of alternatives available to the Aggregation regarding energy commodities, related
transactions for supply, and other energy market information. Integrys shall be deemed to have
provided only information, and/or analyses of potential alternatives available to the Aggregation, and
the City shall make all decisions independently. Integrys has not and shall not be deemed to have
made or given any representations, warranties, guarantees or assurances as to the actual or
perceived outcomes and/or any other effects, adverse or beneficial, relating to this Agreement, the
Terms and Conditions, or any Confirmation. Integrys has not acted and shall not be deemed to have
acted, in any capacity as an agent or fiduciary for the City in connection with this Agreement or any
Confirmation
4.4 Addinq to the Aaqreaation after planned Proqram enrollments. After the initial enrollment of the
Aggregation (or after subsequent planned Program enrollments for a specific Delivery Period and Price
agreed upon by City and Integrys) Integrys may allow other potential participants to enroll with Integrys
through various methods, including without limitation direct contact between an individual potential
participant and Integrys via telephone or Integrys' website, and/or en masse through a special offering.
Potential participants who enroll with Integrys other than during a planned Program enrollment that
corresponds to a specific Delivery Period and Confirmation between the City and Integrys, may pay a
different rate than those who join during a planned Program enrollment.
4.5 Service Inquiries. Integrys shall establish a toll free telephone number to answer general information
requests, billing questions and other customer service inquiries for the Aggregation participants. All
emergency or other setvice disruption concerns should continue to be directed to the Utility.
ARTICLE 5: PUBLICITY AND TERMINATION
5.1 Press Releases. The Parties agree to joint review and approval prior to issuance of all media press
releases regarding this Agreement. Approval of press releases will not be unreasonably withheld.
5.2 Proaram Endorsement. The City and Integrys shall cooperate in disseminating information to all
potential Aggregation participants concerning the Program and the City's endorsement of the Program.
Information related to pricing and other contractual terms related to participation in the Aggregation is
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subject to review and approval by Integrys. Similarly, any use of the City's official seal for advertising
or promotional purposes is subject to review and approval by the City. Upon mutual agreement of the
Parties, the Parties may utilize City resources for advertising, promotion and consumer
communications of the City's selection of Integrys as the City's sole preferred supplier for the
Aggregation. The City warrants that it will not take any action (written, verbal, or otherwise) to advise
and/or encourage participants to exit the Aggregation, provided however, nothing in the preceding
clause shall prohibit the City from making factual statements in response to inquiries about the
Aggregation or the Program.
5.3 Default and Termination. This Agreement may be terminated early: (1) if either Party fails to comply
with any material term or condition of this Agreement, provided the failure continues without a cure
thirty (30) days after written Notice of such failure is provided by one Party to the other, or (2) upon the
occurrence of a Regulatory Event, as provided for in Section 5.4. Upon termination for any reason this
Agreement shall be of no further force and effect, except for those obligations that survive termination
(including without limitation those set forth in Section 5.5 and Article 6). The obligations of Integrys and
each Aggregation participant set forth in the Terms and Conditions shall survive termination.
5.4 Reaulatorv Event.
The following will constitute a"Regulatory Event":
(a) Illegalitv. It becomes unlawful for a Party to perform any obligation under this Agreement due
to the adoption of, change in, or change in the interpretation of any applicable law by any
judicial or government authority 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 materially and adversely affects a Party or (B)
takes action that adversely and materially impacts a Party's ability to perform, or requires a
delay in the performance of this Agreement that either Party determines to be unreasonable or
(C) orders a change or modification that affects the Program such that either Party's
obligations hereunder are materially changed, and the change is not deemed a Force
Majeure.
Upon the occurrence of a Regulatory Event, the adversely affected Party shall give notice to the other
Party that such event has occurred. Within thirty (30) days, or such other period as the Parties may
agree in writing, the Parties will enter into good faith negotiations to amend or replace this Agreement
so that the adversely affected Party is restored as nearly as possible to the economic position it would
have been in but for the occurrence of the Regulatory Event. If the Parties are unable to agree upon
an amendment to the Agreement, within the prescribed time after entering into negotiations, the
adversely affected Party shall have the right, upon ten (10) days prior written notice, to terminate this
Agreement.
5.5 Pre-Aqqreaation Services Fee. In light of the efforts that Integrys will undertake under this
Agreement with the expectation of receiving payment upon supplying retail electric service to the
Aggregation, the City agrees to pay a Pre-Aggregation Services Fee if the following conditions are met
(the "Conditions"): (a) the referendum is passed and (b) Integrys does not enroll and provide retail
electric service 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 the referendum. The Pre-Aggregation Services Fee shall be calculated as
(A) $0.001 per kilowatt-hour ("kWh"), multiplied by (B) the number of kWh that will be served by the
other retail electric supplier for the Aggregation (as calculated by Integrys in its commercially-
reasonable discretion) for the shorter of (i) 24 months or (ii) the term of the arrangement with the other
retail electric supplier. The Parties expressly acknowledge that upon the circumstances contemplated
under this Section 5.5, damages would be difficult to ascertain and quantify and agree that this
provision for calculating the Pre-Aggregation Services Fee is reasonable in light of the anticipated or
actual harm to Integrys for the Pre-Aggregation Services it would have performed and is not a penalty.
For the purposes of clarity, if the Conditions are not met, the City shall not owe Integrys a Pre-
Aggregation Services Fee.
ARTICLE 6: DISCLAIMER AND LIMITATION OF LIABILITY
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6.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, INTEGRYS MAKES NO WARRANTIES
HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.2 Limitation of Liabilitv. 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 OR NON-PERFORMANCE OF THIS AGREEMENT,
IRRESPECTIVE OF WHETHER SUCH CLAIMS ARE BASED UPON BREACH OF WARRANTY,
TORT (INCLUDING NEGLIGENCE OF ANY DEGREE), STRICT LIABILITY, CONTRACT,
OPERATION OF LAW OR OTHERWISE.
ARTICLE 7: MISCELLANEOUS
7.1 Entire Aqreement. This Agreement including all Attachments, fully executed Confirmations, and fully
executed amendments, constitute the entire Agreement and understanding between the Parties with
respect to the services, which are included herein. All prior written and verbal agreements and
representations with respect to these services are merged into and superseded by this agreement.
7.2 Amendment. All amendments or modifications to this Agreement must be made in writing and signed
by both Parties before they become effective.
7.3 Non-Assiqnabilitv. This Agreement shall not be transferred or assigned by either Party without the
express authorization of the other Party, which shall not be unreasonably withheld, provided however,
with notice to the City, Integrys may assign this Agreement to an affiliate, provided that Integrys Energy
Services, Inc. remains liable for Integrys' obligations hereunder.
7.4 Method of Notification. Any notices, requests or demands regarding the services provided under this
Agreement shall be properly given or made upon receipt, if delivered by overnight or next day
mailing/courier service to the address shown below. If delivered by facsimile, any such document shall
be considered delivered on the business day the facsimile is sent, provided the sender has evidence of
a successful transmission on that day, and provided further that the successful transmission occurred
prior to 5:00 pm eastern prevailing time. If the facsimile is successfully transmitted after 5:00 pm
eastern prevailing time, then the notice shall be deemed received on the next business day. Each
Party shall direct notices, requests or demands to the other Party using the following address:
Notices to Integrys: Notices to City:
Current registered agent of Mayor
Integrys Energy Services, Inc., City of Canton, Illinois
as filed with the Illinois Secretary of State 2 North Main Street
(available on the Illinois Secretary of State's website at Canton, Illinois 61520
http://www.ilsos.gov/corporatellc/CorporateLlcController) Telephone:309-647-0065
Facsimile: 309-647-2348
With a copy to:
Contract Administration City Attorney
Integrys Energy Services, Inc. City of Canton, Illinois
1716 Lawrence Drive 2 North Main Street
DePere, WI 54115 Canton, Illinois 61520
Telephone: 920-617-6067 Telephone: 309-647-2738
Facsimile: 920-617-6070 Facsimile: 309-647-2348
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7.5 Waivers. No failure or delay on the part of either Party in exercising any right, power or privilege
hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any right, power or privilege hereunder.
7.6 Applicable Law and Choice of Venue. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Illinois, without regard to principles of conflict of
laws.
ARTICLE 8: REPRESENTATIONS AND WARRANTIES
8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other 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
incorporation, and if relevant under such laws, in good standing;
(b) It has the corporate, governmental and/or other legal capacity, authority and power to
execute, deliver and enter into this Agreement and any other related documents, and
perform its obligations under this Agreement, and has taken all necessary actions and
made all necessary determinations and findings to authorize such execution, delivery
and performance;
(c) The execution, delivery and performance of this Agreement does not violate or conflict with any
law applicable to it, any provision of its constitutional documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;
(d) It has reviewed and understands this Agreement;
(e) It will comply with all federal, state, and local laws, regulations, licensing, and disclosure
requirements, including without limitation, any applicable requirements under the Americans
with Disabilities Act; and
(fl It will not use any customer information inconsistent with (i) the Aggregation Statute, (ii) Section
16-122 of the Public Utilities Act (220 ILCS 5/16-122), and (iii) Section 2HH of the Consumer
Fraud and Deceptive Business Practices Act (815 ILCS 505/2HH).
8.2 Additional Representations. The City hereby further represents to Integrys, as of the date of this
Agreement, that:
(a) The City's execution and delivery of this Agreement, and its performance of its obligations
hereunder, are in furtherance, and not in violation, of the municipal purposes for which the City
is organized pursuant to its authorizing statutes and regulations;
(b) This Agreement does not constitute any kind of investment by the City that is proscribed by
any constitution, charter, law, rule, regulation, government code, constituent or governing
instrument, resolution, guideline, ordinance, order, writ, judgment, decree, charge, or ruling to
which the City (or any of its officials in their respective capacities as such) or its property is
subject;
(c) The City has all regulatory authorizations necessary for it to legally perform its obligations
under the Agreement and no consents of any other party and no act of any other
governmental authority is required in connection with the execution, delivery and performance
of the Agreement;
(d) With respect to the Agreement, all acts necessary to the valid execution, delivery and
performance of the Agreement, including without limitation, competitive bidding, public notice,
election, referendum, prior appropriation or other required procedures have or will be taken
and perFormed as required under all relevant federal, state and local laws, ordinances or other
regulations with which City is obligated to comply. The City Administrator is duly authorized to
execute Confirmations on behalf of the City with respect to the Aggregation;
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(e) The City is not relying on any representations, other than those set forth in Section 8.1, in
entering into this Agreement; and
(fl The City is capable of assessing the merits and understanding the terms, conditions and risks
of each energy, energy services, and/or related contracts that it enters into or chooses not to
enter into, and prior to deciding whether to enter into any such arrangement and/or
agreement, and in making such decision, the City independently assesses the merits of such
decision, and understands the terms, conditions and risks of such arrangement and/or
agreement.
IN WITNESS WHEREOF, the Parties have duly executed this agreement to be effective on the date first
written above. The Parties agree that signatures transmitted by facsimile are acceptable and binding for
execution of this Aggregation Program Agreement.
Integrys Energy Services, Inc. City of Canton
Signed: Signed:
Name: Name:
Title: Title:
Date: Date:
Approved as to Form:
Date:
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AUTOMATIC AGGREGATION - Electricit Purchase and Sale Terms and Conditions
The City of , pursuant to the aggregation authority conferred 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 aggregation and to administer enrollments as described below. You, the account holder (also referred to as
"Buyer") for each account referenced on the letter accompanying these Electricity Purchase and Sale Terms and
Conditions (the "Account"), and Seller agree to the following terms and conditions. Seller and Buyer (individually
referred to as "Party" and collectively as "Parties") agree to the following Electricity Purchase and Sale Terms and
Conditions "A reemenY' , as of the "Effective Date" :
1. Enrollment:
a. Opt-Out: Enrollment is automatic for those who are eligible, but participation is voluntary. IF YOU DO NOT WISH
TO PARTICIPATE, YOU MUST OPT-OUT BY RETURNING THE POSTCARD POSTMARKED NO LATER THAN
[date] OR BY CALLING [PHONE] BY [date].
b. Eligibility: To be eligible for automatic aggregation, Buyer and the Accounts to be served (i) must be located within
the City's jurisdictional boundaries, (ii) must be served by the Utility on one rate class Residential non-electric space
heat service or Small Commercial (DS2) including commercial space heating, (iii) may not be under contract with
another competitive supplier, or on rate BESH, or on residential space heat rate, or franchised service with a
municipal account.
c. Term: This Agreement shall become binding on the Effective Date, provided however, the obligation of Seller to sell
and schedule electricity for delivery to Buyer and the obligation of Buyer to purchase, take and pay for electricity is
contingent upon: (a) successful enrollment by the Utility identified and (b) if applicable, the passage of the Rescission
Period (defined in Section 2) without effective cancellation by Buyer. Successful enrollment by the Utility is dependent
upon (i) the eligibility of Buyer's Utility accounts, as determined by the Utility, to take from a retail electric supplier and
to participate in the Utility's purchase of receivables program (including service class and past payment history), (ii)
Seller's determination, in its sole discretion, of price availability, and (iii) the accuracy and completeness of any
information submitted by Buyer. Service will commence on meter read dates in [date] and shall remain in effect for
billing cycles ("Initial Term"), unless terminated pursuant to the terms of this Agreement.
2. Rescission Period: Buyer may cancel its enrollment without penalty (a) for Ameren customers, within 10 days of
Utility processing of Seller's enrollment request ("Rescission Period") by contacting the Utility as noted in that letter
from Ameren confirmin the transfer of service
3. Price:
a. Fixed Rate: For the Initial Term, Buyer shall pay the Fixed Rate multiplied by the billing cycle usage for Account(s)
identified in the letter accompanying this Agreement. For the Initial Term, the Fixed Rate for residential accounts is
¢ per kWh, and for commercial accounts is ¢ per kWh. Both Parties recognize that components of the
Seller charges include electric tariff charges that are authorized by the Illinois Commerce Commission, Independent
System Operator, other state or governmental agencies having jurisdiction, and/or the Federal Energy Regulatory
Commission. Any increase in these charges subsequent to acceptance of this Agreement by Buyer may be directly
passed through to Buyer by a corresponding increase in the Fixed Rate.
b. Switching Fees: While Seller does not charge Buyer a separate fee to switch to Seller's service, if Buyer is
currently receiving electricity pursuant to an agreement with an alternative retail electric supplier, that supplier may
charge Buyer for switching electricity providers. If the Utility charges a fee for enrolling the Account to Seller's service,
Seller will reimburse Bu er for an such fees.
4. Renewal:. Between 30 and 60 days prior to the end of the Initial Term or a Renewal Term (whichever is in effect,
hereinafter the "Current Term"), 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 Term ("Offer"). In the event Seller
does not receive Buyer's rejection of the Offer within days, the Offer will be deemed accepted by Buyer without
the need for further signature or other affirmative action 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. If Seller does not submit
an Offer to Buyer and instead indicates that the Agreement will be extended on a month to month basis at prevailing
market rates, then the A reement will be extended as set forth in the notice or terminated as directed b Bu er.
5. Billing 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 Utility, and such billing and payment shall be subject to the applicable Utility
rules regarding billing and payment procedures. Seller's charges or credits not invoiced through the Utility shall be
invoiced or credited, respectively, directly by Seller. Seller may cause the Utility to correct previous invoices in the
event of invoicin errors.
6. Taxes: Any tax levied against Seller by any governmental entity, exclusive of Seller's income tax or taxes levied on
Seller's rea~ or personal property that must be paid by Seller shall be passed through to and borne and reimbursed by
Buyer. Buyer must provide Seller with any applicable exemption certificates. Buyer shall pay any such taxes unless
Seller is required by law to collect and remit such taxes, in which case Buyer shall reimburse Seller for all amounts so
aid.
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7. Termination; Remedies: If either Party defaults on its obligations under this Agreement (which may include
Buyer's switching to another electric supplier or the Utility or Buyer's failure to pay the Utility), the other Party may
terminate this Agreement, as applicable. Seller reserves the right to charge Buyer early termination fees for Buyer's
termination after the Rescission Period of Section 2 that has not resulted from Seller's default. Seller may invoice
Buyer directly for any early termination fees and payment of any early termination fees shall be due within 10 days of
the invoice date. Buyer agrees damages would be difficult to quantify upon a default and agree that this is not a
penalty. The early termination fees shall be $50 per Account for residential accounts and, for commercial Accounts,
the early termination fees per Account shall be calculated as (a) the average monthly usage in kilowatt-hours (kWh)
applicable each Account per the Utility, multiplied by (b) the number of billing cycles remaining in the Term, multiplied
by (c) $0.005 per kWh. Seller will waive such early termination fee if Buyer moves (either within or outside of the City
boundaries , and rovides notice to Seller that Bu er is movin rior to terminatin .
8. Limitations: ALL ELECTRICITY SOLD HEREUNDER IS PROVIDED "AS IS", AND SELLER EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT
WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, WHETHER IN AGREEMENT, IN TORT
(INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
9. Force Majeure: Except for Buyer's obligation to pay Seller timely, neither Party shall be liable to the other for
failure to perform an obligation if the non-performing 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 limitation, acts of God, a condition resulting in the curtailment of electricity supply or
interruption or curtailment of transmission on the electric transmission and/or distribution system, interruption of Utility
service, terrorist acts or wars, and force ma~eure events of the Utilit or inde endent s stem o erator.
10. Questions, Complaints and Concerns: Buyer may contact Seller by calling [phone], at Seller's website at
www.integrysenergy.com, or by writing to 500 W. Madison, #3300, Chicago, IL 60661, Attn: Customer Service.
For issues concerning this Agreement, Seller will attempt to resolve the matter within five (5) business days after
receiving the call or letter. If Buyer is not satisfied with the response, or to obtain consumer education materials,
Buyer can contact the Illinois Commerce Commission's Consumer Services Division at 1-800-524-0795 or 1-800-858-
9277 for TTY hearing-impaired customers or visit the Illinois Commerce Commission's website at www.icc.illinois.gov.
Buyer may also contact the Illinois Attorney General's Office at 1-800-386-5438 (Northern Illinois), 1-800- 243-0618
Central Illinois , or 1-800-243-0607 Southern Illinois .
11. Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of the State of
Illinois, without regard for the conflicts of law provisions thereof. Title, possession, control of the electricity, and risk of
loss will pass from Seller to Buyer at the delivery point, which shall be the Utility. Buyer appoints Seller as its agent
for the purposes of effectuating delivery, including for receipt of billing and usage data from the Utility. Subject to
regulatory approvals and notice from Seller, Seller may assign this Agreement without Buyer's consent. Buyer may
assign this Agreement only with Seller's prior written consent. This Agreement (including without limitation the
Account identification) shall be considered a Letter of Agency and constitutes the entire agreement between the
Parties, superseding all verbal and written understandings. There are no third party beneficiaries to this Agreement
and none are intended. This Agreement shall only be amended in writing signed by both Parties or with Notice from
Seller to Buyer as described under Section 4 above. Buyer should contact the Utility in the event of an electric
emergency at 1-800-755-5000. Future correspondence may be sent by Seller to Buyer via first class mail and/or
electronic mail.
Aggregation Agreement - Ameren - With pre-agg Page 9 of 10
Attachment 2
CONFIRMATION
This Confirmation, once fuliy executed, is an agreement entered into pursuant to the terms of the Aggregation
Program Agreement between Integrys Energy Services, Inc. and (the "City"), and forms a part thereof.
Integrys and City agree that the Aggregation shall receive the Fixed Rate set forth below for the Delivery
Period set forth below:
Delivery Period:
Fixed Rate: $ per kWh
The Price does not include utility distribution charges or applicable taxes. Both Parties recognize that components
of the Fixed Rate include electric tariff charges that are authorized by the Illinois Commerce Commission,
Independent System Operator, other state or governmental agencies having jurisdiction, and/or the Federal Energy
Regulatory Commission. Any increase in these charges subsequent to the execution of this Confirmation may be
directly passed through to Aggregation participants by a corresponding increase in the Fixed Rate.
City: Integrys Energy Services, Inc.
By:
By:
Name: Name:
Title: Title:
Date: Date:
This is not an offer. This Confirmation requires a signature from each Party to be effective.
Aggregation Agreement - Ameren - With pre-agg Page 10 of 10