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Home My WebLink About2016-01-12 - Board of Trustees Meeting Documents VILLAGE OF RYE BROOK BOARD OF TRUSTEES MEETINGS VILLAGE HALL, 938 KING STREET TUESDAY, JANUARY 12, 2016 7:15 P.M. —EXECUTIVE SESSION: 7:30 P.M. —REGULAR MEETING: PLEDGE OF ALLEGIANCE: REPORT/PRESENTATIONS: AFFORDABLE HOUSING: PUBLIC HEARINGS: 1) Considering a request for an application for a Tier III Home Occupation Permit at 54 Rock Ridge Drive. RESOLUTIONS: 1) Considering a request for an application for a Tier III Home Occupation Permit at 54 Rock Ridge Drive. 2) Considering a Community Choice Aggregation(CCA) Memorandum of Understanding. 3) Considering the approval of minutes from the meeting of December 15, 2015. ADMINISTRATOR'S REPORT OLD BUSINESS NEW BUSINESS • Referral to the Sustainability Committee to consider adopting the NYSDEC's "Climate Smart Communities Pledge" DISCUSSION ITEM ACTION ON NON-AGENDA MATTERS SUBJECT TO THE CONSENT OF THE TRUSTEES PRESENT AT THE MEETING THE NEXT SPECIAL AND REGULAR TRUSTEES MEETINGS January 26 and February 9, 2016 Model Resolution for Community Adoption Council member moved and Council member seconded that: WHEREAS, the Town/Village/City/County of (hereinafter "local government') believes that climate change poses a real and increasing threat to our local and global environments and is primarily due to the burning of fossil fuels; and WHEREAS, the effects of climate change will endanger our infrastructure, economy and livelihoods; harm our farms, orchards, and ecological communities, including native fish and wildlife populations; spread invasive species and exotic diseases; reduce drinking water supplies and recreational opportunities; and pose health threats to our citizens; and WHEREAS, we believe that our response to climate change provides us with an unprecedented opportunity to save money, and to build livable, energy-independent and secure communities, vibrant innovation economies, healthy and safe schools, and resilient infrastructures; and WHEREAS, we believe the scale of greenhouse gas (GHG) emissions reductions required for climate stabilization will require sustained and substantial efforts; and WHEREAS, we believe that even if emissions were dramatically reduced today, communities would still be required to adapt to the effects of climate change for decades to come, IT IS HEREBY RESOLVED that Town/Village/City/County of , in order to reduce greenhouse gas emissions and adapt to a changing climate, adopts the New York State Climate Smart Communities Pledge, which comprises the following ten elements: 1. Pledge to be a Climate Smart Community. 2. Set goals, inventory emissions, plan for climate action. 3. Decrease community energy use. 4. Increase community use of renewable energy. 5. Realize benefits of recycling and other climate-smart solid waste management practices. 6. Reduce greenhouse gas emissions through use of climate-smart land-use tools. 7. Enhance community resilience and prepare for the effects of climate change. 8. Support development of a green innovation economy. 9. Inform and inspire the public. 10. Commit to an evolving process of climate action. 901 COUNTYWESTCHESTER Mot • - OF • - `tour of theTPeopfe of'WastchesterCorurtyfosover300 ymils q Malika Vanderberg C` C:Sj (se. Acting Clerk *- Acting Chief Administrative Officer December 23, 2015 The attached resolution was passed by the Westchester County Board of Legislators on December 14, 2015: Resolution 154-2015: Conveying the County Board's support of the New York State Climate Smart Community Pledge. Very truly yours, Malika Vanderberg Acting Clerk of the Westchester County Board of Legislators DEC 2 9 2015 VILLAGE CLERK'S OFFICE 5w Ifiidwelun Office$ldg,148 Martine ANvnue;White Plains,MY 10601 - nuc vstwestdumterleg 1Dmcom • 914995.4800(nice) - 914.995 3884(fns) f ! 330 1� Res 154-2015 WHEREAS,given the predicate of climate change,the effects of climate change will endanger Westchester County's infrastructure,economy and livelihoods;and WHEREAS,climate change will harm our farms,orchards and ecological communities, including native fish and wildlife populations,spread invasive species and exotic diseases,reduce drinking water supplies and recreational opportunities and pose health threats to our citizens;and WHEREAS,the Climate Smart Community Pledge provides us with an unprecedented opportunity to save money and to build livable,energy-independent and secure communities,vibrant innovation economies,healthy and safe schools and resilient infrastructure;and WHEREAS,the scale of greenhouse gas emissions reductions required for climate stabilization will necessitate sustained and substantial effort;and WHEREAS,even if emissions were dramatically reduced today,Westchester County would still be required to adapt to the efforts of climate change for decades to come. THEREFORE BE ff RESOLVED,the Westchester County Board of Legislators hereby believes that climate change poses a real and increasing threat to our local and global environments and is primarily caused by the burning of fossil fuels. BE IT FURTHER RESOLVED,the Westchester County Board of Legislators, in order to reduce greenhouse gas emissions and adapt to a changing climate,supports the New York State Climate Smart Community Pledge which comprises the following ten elements: 1. Pledge to be a Climate Smart Community. 2. Set goals,inventory emissions,plan for climate action. 3. Decrease community energy use. 4. Increase community use of renewable energy. S. Realize benefits of recycling and other climate-smart solid waste management practices. 6. Reduce greenhouse gas emissions through use of climate-smart land-use tools. 7. Enhance community resilience and prepare for the effects of climate change. 8. Support development of a green innovation economy. 9. Inform and inspire the public. 10. Commit to an evolving process of climate action. BE IT FURTHER RESOLVED,that the Clerk of the Westchester County Board of Legislators shall forward copies of this resolution to all the cities,towns and villages throughout Westchester County,the New York State Department of Environmental Conservation Office of Climate Change,and all those deemed necessary and proper. V%J64JOr AL The A OJUX4 COW reAft"li- &k"V4 MEMORANDUM To: Hon. Catherine Parker,Chair,Committee on Environment&Energy From: Christopher Crane,Legislative Advisor Date: November 20,2015 Subject: Summary of Fiscal Impacts and Description of Implementation; Climate Smart Communities Pledge for Westchester County This memorandum summarizes fiscal impacts and describes the implementation of a Climate Smart Communities Pledge("CSC Pledge)by Westchester County,currently being considered by the County Board. Summia of Figgal lmoacts The County's initial adoption of the CSC Pledge does not have a fiscal impact. Westchester County is not bound by the CSC Pledge,and the scope and pace of the County's actions are entirely decided by the County. Participation in the program is free and voluntary. The CSC program guides communities to use existing resources in a thoughtful manner to reduce greenhouse gas emissions and build climate resiliency. The implementation of climate•smart projects associated with the CSC pledge can generate significant financial savings from efficiencies achieved in the areas of energy,water,and solid waste. The County's implementation of the pledge elements,priority actions,and other actions will require operating and capital expenditures. As shown below, Westchester County has already attained substantial progress in completing the CSC Pledge elements. The County's significant efforts so far,as well as its current programs,offset the operating and capital costs that would be associated with starting a new program. Operating costs for county staff should not increase much above existing levels. Most County departments already have professional staffthat are knowledgeable about climate change and that incorporate sustainable practices and climate adaptation into their job functions and department programs. Notable departments with this expertise are the Office of Energy Conservation, Department of Environmental Facilities,Department of Information Technology, Department of Planning, Department of Parks, Recreation,and Conservation,and Department of Public Works and Transportation. Some pledge actions may require assistance by private consultants and vendors, but the bulk of work can be,and is being,performed by existing County staff. Operating costs can be further minimized through economics of scale by collaborating with the many other Climate Smart Community municipalities in Westchester and the Hudson Valley region, Sustainable Westchester,and non-profit organizations. If the County pursues formal certification from New York State for its program,then stafftime will be needed to prepare the County's application and provide documentation of the County's actions. Capital outlays are required for new energy-efficient buildings and equipment,stormwater mitigation,and hardening County infrastructure from flooding and storm surges. The current County capital program has appropriations for these types of projects. As it has in the past,the County can realize savings in design and construction on some of the projects,through the County's agreement with the New York Power Authority. The incorporation of green building principles or similar criteria will reduce building energy requirements and lower fossil fuel energy consumption and its related greenhouse gas emissions. This will result in energy savings over time,thus reducing operating costs. Stormwater management prujects can include emerging physical trends(e.g.,water level rise or larger runoffvolumes)in project development and construction. Capital costs and benefits for such projects would be evaluated upon individual project review. Climate Smart Communities("CSC")Overview The CSC Pledge by municipalities seeks the furtherance of projects and initiatives by local government and within the local community to mitigate greenhouse gas emissions and adapt to climate change.' Towards this end,the CSC pledge contains 10 elements that municipalities pledge to implement. Once a municipality has demonstrated progress in completing these elements,the municipality may obtain a certification by New York State. The certification is structured similar to the U.S.Green Building Council LEED certification system,with categories of'Certified','Bronze', 'Silver,' and 'Gold'. Municipalities that adopt the pledge(aka Climate Smart Communities or"CSCs')and that go on to obtain certification can receive preference in applications for grant funds,such as the NYSERDA Cleaner,Greener Communities funds.2 NYSERDA instituted a three year program(2012-2015)to find several regional coordinators to assist CSCs in developing and implementing climate action plans. Technical support is expected to continue in Spring 2016 under the NYS Community Partnership. Presently,twenty-nine(29) municipalities in Westchester County have resolved to become CSCs.3 CSC Pledge Elements There are 10 elements in the CSC Pledge that each municipality adopts. A municipality demonstrates implementation of each pledge element through its actions. Westchester County has performed many actions towards these pledge elements. The following table lists the 10 pledge elements,as well as actions undertaken by Westchester County! See NYSDEC web portal at http://www.dec.nv.gov/energy/50845.htmi. Three rounds of funding with a total of$90 million in potential funding available. See hgRl/www.nvserda.nv.gov/All-Prog=/`Programs/Cleaner-Greener-Communities/ImRiementinst-Smart- Development-Projects 3 See hgR://www.midhudsoncsc.orgicommunities,html. 4 The listed actions are categorized using the CSC Certification Manual,available at hgp://www.dec.nv.gov/docs/administration pdVcertman.pdf. 2 Pledge Pledge Element Actions by Westchester County No. Pledge to be a Climate Smart * A resolution is before BOL committees. Community. * The County completed the 2008 Westchester Action Plan for Climate Change and Sustainable Development("2008 Action Plan")for county Set goals, inventory government, local governments,businesses, 2 emissions,plan for climate schools,and households.5 action. 9 The 2008 Action Plan contained reduction targets of 20%base year 2005 GHG emissions by 2015 and 80%by 2050. * Completed a greenhouse gas C'GHG')emissions inventog for government operations. * Westchester County has conducted an energy audit of 68 County facilities. * Installed a building management system for 50 County facilities. Decrease community energy 3 use. * Substantially funded the Gateway Center,a new green building at Westchester Community College. e Adopted fuel efficiency standards for County vehicle fleet.6 * Utilizing LED technology in new streetlights. * The County has conducted feasibility studies for 4 Increase community use of renewable energy installations. renewable energy. * Installed solar photovoltaic panels at County facilities.7 * The County operates a household hazardous waste materials recycling facility for County residents. e Supports reduction of food waste through recovery Realize benefits of recycling and redistribution of food, composting food waste, 5 and other climate-smart solid and job-training.8 waste management practices. * Facilitates composting of yard waste for participating district municipalities. * Operates Materials Recovery Facility for recyclables from district municipalities. 'The 2008 Action Plan is available at httia: climatechang ,c.westchestergov.com/images stories,AdfFJGblWqnAction2004FlNAL.pg 6 Local Law No.4-2015,available at haps:,,www.municode.gom/librM py,westchester county-codes/code of ordinances?nodeld=PTVTIRUREDEENF A CH836PUSAEOSU S836.42MOVE. 'Solar PV panels are located at the Yonkers Joint Wastewater Treatment Plant Laboratory building(Grasslands), Low-Rise building,and DES Support building. See htti)://environment.westchesterizov.com/residents,food-waste. 3 Pledge NO. Pledge Element Actions by Westchester County * Provides building space for privately-operated Furniture Sharehouse,exchange for household furniture.- * Updated regional land use plan to include sustainable policies.10 * Host count agricultural district to support local Reduce greenhouse gas agriculture. 6 emissions through use of * Adopted a Complete Streets policy.12 climate-smart land-use tools. e Obtained approval for Westchester County Greenway Compact Plan,The Greenprint for a Sustainable Future.13 * Adopted anti-idling law. 9 Westchester County completed a countywide multi jurisdictional,multi-hazard mitigation plan, which has been submitted to FEMA and NYS Division of Homeland Security and Emergency Services for approval.14 Enhance community resilience • In 2011,the County enacted a stormwater 7 and prepare for the effects of management law, leading to the development of climate change. regional stormwater advisory boards. The County has developed regional stormwater reconnaissance plans to plan for flood mitigation within each major watershed.15 • The County capital plan includes several projects to incorporate storm hardening and resiliency into County facilities. • Funded green jobs training at Workforce Support development of a Investment Board.16 8 green innovation economy. • Promote sustainable practices in the private-sector through the Westchester Green Business Challenge.17 9 See h Wfurnituresharehouse.orgJ. 10 See Context for County and Municipal Planning in Westchester County and Policies to Guide County Planning (2008,amended 2010),available at hLt2://westchesteL2025.westche§ters,tov.com/imap,es/storiellpdfs/context2O25-D—Olicics.2df See btM://Planning.wsLtchestergov.om/aericultuLe arm an-and-f I d. 12 Act 2013-170,available at http://westchestercounlyny.igm2.com/Citizens/DetailLe '3 See bttR://glanning.westchestergov.com/land-use-develoi2ment/greqn-wa-y-comDaq(§u§tiinable-future-green pljnl. 14 See htty: Planning.westchestergov,corn/haggEd-mitigation-Rianning for information and access to draft plan. 15 See httv: 21anning.westchesteriZov.com/initiatives/flooding-and-recon-plans. 16 See http: westchestemutnamonesto12.com/empigyer/business-sector-partngrships/green-s=or 4 Pledge Pledge Element Actions by Westchester County No. • Provided QECB bonds to support PACE financing of commercial buildings through funding Energy Improvement Corporation. 9 Inform and inspire the public. 0 Support energy reduction through the Westchester Green Business Challenge." • Collaborate with other communities in Hudson Commit to an evolving Valley Regional Council on materials management 10 process of climate action. and other subjects. • Participated in and supported the Mid-Hudson Valley Regional Sustainabi!iV Plan.19 The Mid-Hudson regional coordinators have met with almost all of the Westchester CSCs and produced a profile of CSC progress in completing the 10 pledge elements?o Many of the Westchester CSCs have completed a majority of the 10 elements through their actions 21 Priority Actions The Certification Manual lists numerous action items that are part of the 10 elements,and for which CSCs may obtain points. Certain actions items,"Priority Actions!',must be completed to obtain certification. The table below lists the Priority Actions required for Silver or Gold level certification, as well as the measures completed or initiated by Westchester County.22 Action Priority Action Priority Actions by Westchester County or No. Communities 1.1 Pass a resolution adopting A resolution is before BOL committees. the CSC Pledge A Westchester County Climate Advisory Council was Create a community task created after issuance of the 2008 Action Plan, but this 1.2 force focused on climate group no longer meets. Sustainable Westchester has mitigation and adaptation emerged as a municipal collaboration on sustainable initiatives. 1.3 Appoint a Climate Smart A potential coordinator is the Energy Conservation and ............... Community coordinator Sustainability("ECS")Director. In 2015,the "See httv:,climatechange.westchestergoy.com,wgbc-main. See,Id. WCBOL Resolution 2013-15,available at htim westchestercouniyny.igm2.com,,Citizens/DetaiI LegiFile.asRx?&lD--5899. 20 See httv:, www.midhudsoncsc.orcommunities.htmi,showing profiles for each CSC community[updated in 2015]. 21 Id. 'Certified-level certification requires completion of Priority Actions 1.1, 1.3,and 4 other priority actions. Bronze- level certification requires completion of Priority Actions 1.1, 1.3,and 6 other priority actions. 5 Action Priority Actions by Westchester County or No. Priority Action Communities Westchester County Office of Energy Conservation was created, headed by the ECS Director. The ECS Director has the power and duty to recommend sustainability, utility management and energy conservation policies. Create an internal green team Knowledgeable department staff(e.g.,DPWT,Planning, 1.4 focused on climate DEF,etc.)should be available to perform these mitigation and adaptation functions. Departments are already incorporating resiliency and energy efficient into capital,projects. Develop a government The EECBG grant award included funds for developing 2.1 operations GHG emissions a GHG emissions inventory for County government. A inventory County government operations GHG emissions inventog has since been completed. Establish a government The 2008 Action Plan set an overall reduction target of 2.2 operations emissions 20%of year 2005 GHG emission by year 2015 and 80% reduction target reduction by year 2050. BOL Resolution No. 149-2008 adopted-these targets. The 2008 Action Plan reported county-wide GHG emissions of 12,954,000 tons CO2e for base year 2005 Develop a community GHG (community and government emissions). This equals 2.3 emissions inventory 11,751,671 metric tons CO2e. The Mid-Hudson Regional GHG emissions inventory reports 9,417,199 metric tons CO2e for base year 2010 for Westchester Coun . The 2008 Action Plan set an overall reduction target of 2.4 Establish a community 20%of year 2005 GHG emission by year 2015 and 80% emissions reduction target reduction by year 2050. BOL Resolution No. 149-2008 adopted these tEgets. Develop a government The 2008 Action Plan provides short-term,medium- 2.5 operations climate action term,and long-term actions for County government to plan pursue in the following areas: energy,transportation, land use,water resources,waste,and 0en Rurchasing. The 2008 Action Plan provides short-term,medium- Develop a community term,and long-term actions for municipal governments, 2.6 climate action plan businesses,schools,and households to pursue in the following areas: energy,transportation,land use,water resources,waste,and green purchasing. The EECBG grant award included funds for conducting Conduct energy audits of energy audits of County facilities. ASHRAE Level 1 3.1 local government buildings energy audits have been completed at 68 County facilities. In addition, several targeted energy-efficiency studies were conducted. Conduct a vulnerability In 2015, Westchester County completed a countywide 7.1 assessment multi jurisdictional,multi-hazard mitigation plan,which has been submitted to FEMA and NYS Division of 6 Action Priority Action Priority Actions by Westchester County or No. Communities Homeland Security and Emergency Services for approval Zs The plan includes sections related to climate-induced vulnerability, such as flooding,severe storms, and extreme temperatures. Review existing community The countywide hazard mitigation plan identifies plans and projects to identify initiatives to mitigate hazards from climate change, 7.3 climate adaptation strategies including from coastal flooding,storm surges,and as well as policies or projects severe storms. that may increase vulnerability Conclusion Westchester County has taken significant steps to achieving the 10 elements in the CSC Pledge. The principles of the pledge elements are found in many existing County policies and programs. As such,the County should be able to achieve certification as a Climate Smart Community without significant operating or capital expenditures above those for existing County programs. '-' See http• 'i)lanning.westchestergov.com/hazard-mitigation-planning for information and access to draft plan. 7 STATE OF NEW YORK ) ) ss. COUNTY OF WESTCHESTER ) I HEREBY CERTIFY that I have compared the foregoing Resolution, Resolution No. 154 - 2015, with the original on file in my office, and that the same is a correct transcript therefrom, and of the whole, of said original Resolution, which was duly adopted by the Westchester County Board of Legislators, of said County on December 14, 2015. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Corporate Seal of said County Board of Legislators on this 14`h day of December, 2015. G�IGt�► r/"" � Ma ika erberg Acting Clerk of the Westchester County Board of Legislators County of Westchester,New York ;r9� o * 1685 i ��awrYs.y9 ? '�Esrea�a� I . n f LSI! r r � January 12, 2016 PH-1; R-1 RESOLUTION CONSIDERING A TIER III HOME OCCUPATION PERMIT FOR A YOGA STUDIO AT 54 ROCK RIDGE DRIVE VILLAGE OF RYE BROOK BOARD OF TRUSTEES WHEREAS, Ana Paula Bellini, owner of 54 Rock Ridge Drive, desires to receive a Tier III Home Occupation Permit for use of the residence as a Yoga Studio; and WHEREAS, Ms. Bellini submitted a Home Occupation Permit Application to the Building Department as well as photographs of the proposed studio, survey of the property, floor plans and a description of the proposed use; and WHEREAS, Ms. Bellini has outlined the hours of operation and number of employees for the proposed Home Occupation in accordance with the Village of Rye Brook Code; and WHEREAS, a duly advertised public hearing was held on January 12, 2016 to consider the Tier III Home Occupation Permit under the terms and conditions set forth in the Village Code, at which time all those wishing to be heard on the Application were given such opportunity, and the public hearing was closed on January 12, 2016. NOW, THEREFORE BE IT RESOLVED, that the Board of Trustees of the Village of Rye Brook hereby grants a Tier III Home Occupation Permit to Ana Paula Bellini to operate a yoga studio at 54 Rock Ridge Drive, Rye Brook, New York in accordance with Village Code, subject to the following conditions: 1. Prior to commencing operation of the yoga studio as a home occupation, the Applicant shall comply with all applicable requirements of the New York State Uniform Fire Prevention and Building Code and Village of Rye Brook Code, as determined by the Village of Rye Brook Building and Fire Inspector. 2. The Tier III Home Occupation Permit shall be valid for a period of one year from the date of this Resolution, subject to renewal as provided at Village Code §250-38.D(3)(e). 131310815589440 118116 Tier III home occupations. (VILLAGE CODE -.EXCERPTS ONLY) [1] No more than two employees shall be permitted. [2] The front or side yard of the lot on which the home occupation is located shall abut a main artery or intersecting street as defined in § 240-11 of the Code of the Village of Rye Brook. [3] The maximum number of visits, other than pickups and deliveries as set forth in § 250- 381)(3)(a)[4] herein, by clients, customers and others coming to do business at the site of the home occupation shall be limited to no more than one per hour. [4] No more than five pickups or deliveries per week, other than regular mail, commercial mail service and overnight delivery service, shall be permitted. [5] No storage of materials other than that which is clearly incidental to the operation of the home occupation shall be permitted. No outdoor storage shall be permitted. [6] No equipment other than light office equipment (including but not limited to typewriters, computers, fax machines, photocopiers, medical or dental equipment or postage meters), electrical machinery with a maximum of two horsepower or equipment that might typically be used in a residential use shall be permitted. [7] No production of materials other than written materials, computer-generated materials, materials created by light assembly performed by hand or with electrical equipment with a maximum of two horsepower or a type and quantity of materials that might typically be created as part of a residential use shall be permitted. [8] No emissions of noise, odors, fumes, glare or lighting or radio or television transmissions which cause electromagnetic interference shall be permitted beyond the property line. [9] Any trash generation that is in excess of that which is typical of any normal household use shall not be permitted, unless disposed of by a private carter. [10] Any hazardous or biological wastes generated must be stored indoors, clearly labeled and properly disposed of by a private carter in accordance with all applicable laws and regulations. [11] Any discharge of waste into sanitary sewers other than that typical of a residential use shall not be permitted, unless such waste is properly treated prior to discharge in accordance with all applicable laws and regulations. [12] Signage shall be as permitted under§ 250-35 of this chapter. [13] Hours of operation shall be limited to 8:00 a.m. to 8:00 p.m., Monday through Friday, unless otherwise determined or modified by the Village Board, based upon its review of the particular characteristics of the proposed use. The Village Board of Trustees shall approve, approve with conditions or deny the application, in writing, or, in its sole discretion, refer the application to the Village of Rye Brook Planning Board for site plan approval if it deems such referral to be warranted. All applications for Tier III home occupations shall be subject to the public notification requirements set forth in § 250-40 of the Code. (d) All approved Tier III home occupation permits shall be valid only for a period of one year from the initial date of approval. (e) Approved Tier III home occupation permits shall be renewed annually. The Building Inspector is authorized to issue such renewal permit, provided that there has not been any violation of the provisions of this chapter and subject to the right of inspection of the premises by the Building Inspector. Requests for renewals shall be submitted to the Building Inspector by June 15 of each year, accompanied by the prevailing renewal fee, renewal application form, and a sworn statement, in writing, identifying the nature of the home occupation; business name of the home occupation; name of resident employees; name of any employees; any other information requested by the Building Inspector necessary to determine compliance with the home occupation permit and the provisions of this chapter; and certifying that no violations of the provisions of this chapter exist. A material misstatement in the certification shall constitute a violation of the provisions of this chapter. BUILD MEENT VIL OOK 938 KING NY10573 RECE�WED NOV 19 2015 (914) 9-5801 rM VILLAGE OF RYE BROOK BUILDING DEPARTMENT FOR OFFICE USE ONLY: Approval Date: ...Permit*.- Permit Fee: -Dale: Approval Signature: Renewal Foe: Date of renewal Ong: Disapproved ak- Renewal Fee: Date of renewal Ong: Renewal Fee: Date of renewal Ong: Renewal Fee: Date of renewalBrig: (Application fees are non-refundable) Ho mE OccuPATIoNIDEMmIT APPLICATION Application dated:AJJ IS I t-'C is hereby made to the Board ofTrustees of the Village of Rye Brook,NY,for the issuance of a Permit to conduct a Tier 11 or Tier M Home Occupation in accordance with Section 250-38 of the Code of the Village of Rye Brook,as described below.Please note that any construction proposed in conjunction with allotne Occupation Permit must be filed for separatelywith the Building Department on the appropriate building permit application 1. Address: A_oct-, iRj6c%R_ _Zy-,vg, 2. Parcel ID#: s-, L — L Zone: I 3. Property Ovmer: Ai A PAULA ISP-LU) NI Address: 0 Ck P,I Q!C2 E Z P._J V C- Phone# 91:!d_ IQS-3539t ceu# , 9 1Aq- V43-968 Fax# Applicant: SAM Address: Phone# Ceft# Fax# 4. PROPOSED HOME OCCUPATION:dm*ow;Tier H() Tier TH 0 (Full disclosure detailing the exact nature ofthe proposed home occupation,hours ofoperation,number ofvisits per week number ofemployees,etc...is required by law.)(use additional sheets if necessary) P .I'AS1E K IE P EIR, TO ATrA-cl4 DO C,0 M E 02 A K) S. Occupancy(1-finfly,2-family,ctc..l Prior to Improvement: T-A H 1!rAfter Improvement;_,L 'FA M I L. 011r rtf-� "-UT- 14,10, PLEASE NOTE THAT CHAPTER 21Q-3§OF THE CODE OF THE VILLAGE OF RYE BROOK CONTAINS INFORMATION VITAL TO THE PROPER COMPLETION OF THIS APPLICATION. PLEASE CONSULT THIS SECTION OF CODE AT www.rvebrook.ore WHEN COMPLETING THIS APPLICATION. LAST REVISED:6.2215 Please note that this application rust include the notarized signature(s) of the legal owners) of the above-mentioned property, its the space provided below. Any application not bearing the legal property owner's notarized signature(s) shall be deemed null and void, and will be returned to the applicant xwxwxxwwxxwxxxxxxxxwwwxwwwwxwwwxwwxwwxwxxxxxxx,rwwwxwxwxxxwxxtw�rw�rtrxxw,tx**xwtw�rxxxx*xxxww,►#x�rwwxwxxrxxwxww ST N OF NEW U a COUNTY OF WESTCHESTER ) as. being duly sworn,deposes and states that he/she is the applicant above named, Wet name of individual sigaing as she applicant} and further states that {s}he is the legal owner of the property to which this application pertains, or that (s)he is the for the legal owner and is duly authorized to make and file this application. {indicate architect,contract-,agent,attorney,etc.) That all statements contained herein are true to the best of his/her knowledge and belief,and that any worts performed,or use conducted at the above captioned property will be in conformance with the details as set forth and contained in this application and in any accompanying approved plans and specifications,as welt as in accordance with the New York State Uniform Fire Prevention &Building Code,the Code of the Village of Rye brook and all other applicable laws,ordinances and regulations. Sworn to before me this yA Sworn to before me this dayof Nwe a o- . 20 day of20 No Pttt� c --- Notary Public Signa eofProperty ; SignatureofApplicaut rVL Print Name ofPropetty Owner Print Name of Applicant Giusei,r.- Notary Public,State,of New Yt NO.01 N06094608 Qualified in Westchastc, q commission Expi m rs Flu P :>g . j i LAST MMSED:6,22.15 Wednesday, November 18"',2015 To whom it may concern- 1,Ana Paula Bellini, owner of property located at 54 Rock Ridge Drive, Rye Brook, NY, 10573, am writing today to provide a full disclosure with details to support a "Home Occupation Permit Application" I am submitting along with this letter." I am an Experienced Registered Yoga Teacher(E-RYT)that has been actively teaching for the past 6 years and practicing for the past 28 years. I have a solid clientele in Westchester and Southern Connecticut that I see weekly either during my group classes at Equinox Fitness or at their homes for private or small group sessions. The nature of my practice is similar to that of a therapist(psychological and physical)as I guide clients through a series of poses, connecting movement with breath awareness, building strength and releasing tension in the body, which consequently allows the mind to quiet down. I have been very pleased to see how this practice has allowed them to transform the way they live their lives. Very gratifying world When I was searching for a home to buy in the community,the biggest selling point of my house was that it had a separate "office" I could turn into my own sacred space: my quiet yoga studio for personal daily practice! As soon as my clients found out I have my own space,they are now willing to visit me for their regular sessions. But before I proceed with the open invitation, I would like to get permission from the Village to run a small business out of my Home Office. The office has separate entrance from the main house, off of the end of driveway. Previous owner, a Licensed Social Worker, grandfathered the space into a similar business,seeing regular clients daily. Property Is located near Bobbie Lane,which gives direct access to North Ridge Street. Driveway is spacious enough to accommodate up to 5 cars,which,in case of a group session,would be arriving and leaving at the same time without creating additional traffic. I have freshened up the room and am confident that I can accommodate private sessions and comfortably fit 4 to 6 clients for a small group session from time to time. Session would start at 8:30 am and run for 75 minutes. Schedule will be scattered because I will still visit clients at their home and teach my group lessons at Equinox Fitness. My ideal daily schedule will be a session in the morning,one in the afternoon and perhaps a quiet meditative session in the early evening once or twice a week, ending no later than Spm.No weekend sessions. Neither individual or small group session generate excessive traffic, noise,trash and certainly no hazard waste. No machinery is used during session and no fume is generated other than an occasional incense to clear up the air PRIOR to the beginning of session. There is no production of any materials and no additional deliveries of goods, other than the regular household consumption. I do not plan on hiring any employee to help me run the business. I can maintain a neat space and good accounting without the extra expense. I kept the EXIT sign by the entrance door that was left by the previous owner and plan on leaving clean and safe access to the powder room located through the garage in the back of the studio. 1 have attached a series of pictures of the space for your reference.Also included is the survey and layout of property. I am available to discuss any further details and provide additional information if needed. I appreciate your consideration to this request. This is a meaningful practice and I would be delighted to share it with the community. jegarBellini,E-RYT www.paulabelliniyoga.com 4 OEM t - - i 1 7 r � / Al 1 �I r _ l D l { 1 GA R f CL Master �x roo FarnHy Bedroom 16#5#1 1 , Room 97X 1Bath ago x 15T Breakfast Area 101X BedroomBeth C DinIng Both R Room 127 x 13' Kitchen 1 W x 137' CL C Bedroom CL Uving 12T x 13W Study Foyer Room tl 12'x WT* 6"x"13" 15'3"x 17' CL CL Second LevelMain Entrance Main Level $0 ce) Office ITx 13e" Dan PR 10'4!x 10' Bedroom N 11' x is, Garage U- I D W 20V x 2610" Utility! Laundry IT x 18"6"Ground Level Lower Level PREPARED BY OBED THIS INFORMATION IS FOR ADvERTisEmENT PURPOSE ONLY TELOSS-267 575?,WWW.OBEO.COM THE INFORMATION IS CONSIDERED REUASM BUT NOT GUARANTEED AS ACCURATE OR COMPLETE A3a CMISE R=2025.00' 04 i0jE:t L=100.00' SLA In ,V41.7 > V4 Ab. .1fil4F rt Ar FILEO MAP Fixe SPLIT LEVEL 14 LOT III (TYP FRAME :2 DWELLING r6-g) j L 0 E04 00 SEC.-t35.36 wr BILKI-I LOT-12 (TAX MAP) to C. S. 03*-54*-46" W. wd LA140S N/F OF RICH SURVEY OF PROPERTY #54 ROCK RIDGE DRIVE LOT 12 , BLOCK 1 , SECTION 135 .36 RYE BROOK , WESTCHESTER CO . , NY 'Laut1W to Alut I'milis WIlati-Tilk Itwxtfco 60NMY SCALE:I"=30' DATE: MAY 26, 2015 cor"plov;skyline. rRG, ruIcAsam-y. STEPHEN F. HOPPE, L.S. LICENSED PR FESS40NAL LAND SURVEYOR Xtap Rcfmmc.*Hein;knv%Tt as Lux 79 on a=p cv"itlW: Y Ill ROUTE 303 `S TAPPAN. NEW 'YO. RK 10293 Swina Fow.Mup kst'Rich Ninfliw.Pliopcilyof R-) Rich. NUC. N 50339 4ittioled in The'louz of Rye,Weitchesw Cotmly.N Y"Ii let! in the Wotdscoa Cotmly Clerk's Off ccon October 6.1961 a* mv Nkf. 13(417. TITLE 140. - SKY-812 4-W I MWN BY-M I KVISEM FILE NOh- 3322-15 AFFIDAVIT I,Ana Paula Bellini, owner at 54 Rock Ridge Drive, Rye Brook, NY, 10573, am writing this note to notify the Village of Rye Brook and the Board of Trustees that I have complied to the request of POSTING A SIGN ON THE PROPERTY seven days prior to the scheduled initial public hearing on January 12th, 2016. A picture of the property exposing the sign is included for the records. The sign will remain on the property until further decision from the Board of Trustees and will be updates accordingly. Regards, &J-0-9" ��Mvv Ana Paula Bellini '\�ary 5th,2016 IECS OVE JAN - 7 2016 AGE CLERK'S OFFICE i i � + w po ffi I i� l i { v A I AFFIDAVIT I,Ana Paula Bellini, owner at 54 Rock Ridge Drive, Rye Brook, NY, 10573, am writing this note to notify the Village of Rye Brook and the Board of Trustees that I have complied to the request of MAIL NOTIFICATION at least ten days prior to the scheduled initial public hearing on January 12th, 2016. Material was mailed on December 30th, 2015 and a sample of it is included with this note along with the area map and public notification list. Regards, a Paula Bellini January 51h,2016 D JAN - 7 2015 VILLAGE CLERK'S GFFICE v Westchester County J�or a on Munici 1 ' a Pa Systems You're searching: Rye Brook (Data: 2013) ~— Aerial Photos Hybrid Tax Maps Q Search by owner's name — 54 Rock Ridge Dr i Owner Prop AddressPrintkey SBL .............:...... _..._._ } Ackerman,Jon 9 Bobbie Ln 135.35-1-37 13503500( 1 0000 tt Goldsmith, David 54 Rock Ridge Dr 135.36-1-12 13503600( 0000 �- Salony, Juliet 61 Rock Ridge Dr 135.36-1-7 13503600(0000 Sorkin, Louis Nevin 14 Bobbie Ln 135.36-1-9 13503600( 0000 Village of Rye Brook, Acker Dr 135.36-1-42 13503600( RICH MANO P 0000 Bianchi, Louis 60 Rock Ridge Dr 135.36-1-15 13503600( 0000 '�- Carmelina Accurso. 50 Rock Ridge Dr 135.36-1-10 00003600( Florin, Douglas&Emil 1 Jacqueline Ln 135.36-1-5 13503600( g y q 0000 t Marie N Caprara, 58 Rock Ridge Dr 135.36-1-14 13503600( t 0000 I Accurso, Lina 52 Rock Ridge Dr 135.36-1-11 13503600( 0000 Weisblum, Steven& 48 Rock Ridge Dr 135.28-1-17 13502800( Patti 0000 Argentino,Anthony 56 Rock Ridge Dr 135.36-1-13 00003600( { Cherry, Jerry V. 2 Jacqueline Ln 135.35-1-57 13503500( 0000 0 150 300ft Tax parcel data provided by municipality http://giswwwwestchestergovcomAaxmaps/default.aspx?sMun=RyeBrook 1/5/16,1212 PM Page 1 of 2 Mailing Labels for Property Addresses Created from Municipal Tax Parcel Viewer http Agiswww.westchester aov com Ackerman,Jon Goldsmith,David Salony,Juliet 9 Bobbie Ln 54 Rock Ridge Dr 61 Rock Ridge Dr PORT CHESTER, NY 10573 PORT CHESTER, NY 10573 PORT CHESTER, NY 10573 Sorkin,Louis Nevin Village of Rye Brook, Bianchi,Louis 14 Bobbie Ln Acker Dr 60 Rock Ridge Dr PORT CHESTER, NY 10573 PORT CHESTER, NY 10573 PORT CHESTER, NY 10573 Carmelina Accurso, Florin,Douglas & Marie N Caprara, 50 Rock Ridge Dr Emily 58 Rock Ridge Dr PORT CHESTER, NY 10573 1 Jacqueline Ln PORT CHESTER, NY 10573 PORT CHESTER, NY 10573 Accurso,Lina Weisblum,Steven & Argentino,Anthony 52 Rock Ridge Dr Patti 56 Rock Ridge Dr PORT CHESTER, NY 10573 48 Rock Ridge Dr PORT CHESTER, NY 10573 PORT CHESTER, NY 10573 Cherry,Jerry V. Lumish,Bruce Marcus,Samuel H. 2 Jacqueline Ln 11 Bobbie Ln 12 Bobbie Ln PORT CHESTER, NY 10573 PORT CHESTER, NY 10573 PORT CHESTER, NY 10573 Grippo,Vincent Waxenberg,Scott 6 Jacqueline Ln 7 Jacqueline Ln PORT CHESTER, NY 10573 PORT CHESTER, NY 10573 Created on: 12/30/2015 Page 1 of 1 QyE BR �. <cOGc'°;Jew Q. J.46 ut,-j . 19 VILLAGE OF RYE BROOK MAYOR 938 King Street, Rye Brook, N.Y. 10573 ADMINISTRATOR Paul S. Rosenberg (914)939-1121 Fax(914) 939-0242 Christopher J. Bradbury www.ryebrook.org TRUSTEES Susan R. Epstein David M. Heiser Jason A. Klein Jeffrey B. Rednick PUBLIC NOTICE NOTICE IS HEREBY GIVEN,that the Board of Trustees of the Village of Rye Brook shall hold a public hearing on Tuesday, January 12, 2016 at 7:30pm, at Village Hall, 938 King Street, Rye Brook,New York to consider a request for a Tier III Home Occupation Permit for the use of the residence at 54 Rock Ridge Drive as a Sadhanna Garden Yoga Studio. Christopher J. Bradbury Village of Rye Brook,New York Publication Date: Friday, January 1, 2016 January 12, 2016 R-2 RESOLUTION RESOLUTION AUTHORIZING ADOPTION OF MEMORANDUM OF AGREEMENT AND ENERGY SERVICES AGREEMENT VILLAGE OF RYE BROOK BOARD OF TRUSTEES WHEREAS, the Village of Rye Brook previously adopted a Resolution dated July 2, 2015 agreeing to enter into an agreement with Sustainable Westchester authorizing the Mayor to execute any and all documents with respect to the Community Choice Aggregation program ("CCA Program") in Westchester County which would allow the Village Board to participate in a program with Sustainable Westchester to procure energy supply from energy services companies for the residents of the Village; WHEREAS, the Resolution authorized the Mayor to execute any and all documents to give effect to the Resolution NOW THEREFORE, BE IT RESOLVED, that the Mayor is authorized to execute the attached Memorandum of Understanding in furtherance of the Village of Rye Brook's participation in the CCA Program; BE IT FURTHER RESOLVED, that the Mayor also is authorized to execute an Energy Services Agreement ("ESA") in the form attached to the Memorandum of Understanding, subject to further review and revision by the Village Attorney, which authorizes Sustainable Westchester to accept bids for energy service so long as the minimum requirements set forth in the Memorandum of Understanding and Resolution dated July 2, 2015 are satisfied. 131310815589930 118116 On a motion made by Trustee Epstein and seconded by Trustee Heiser,the following resolution was adopted. RESOLUTION AUTHORIZING PARTICIPATION IN A COMMUNITY CHOICE AGGREGATION("CCA") PROGRAM THROUGH SUSTAINABLE WESTCHESTER,INC. WHEREAS, Sustainable Westchester, Inc., a not-for-profit organization comprised of over forty municipalities in Westchester County of which the Village of Rye Brook (the"Village") is a member, sought approval of a demonstration community choice aggregation ("CCA") program in Westchester County in 2014, which would allow local governments to participate in a Sustainable Westchester program to procure energy supply from energy service companies(the"ESCOs")for the residents of the municipalities;and WHEREAS,the CCA program is intended to provide consumers with the ability to lower their overall energy costs and the potential benefits of CCA programs include price stability for a fixed contract term, lower prices, more favorable contract terms, and the ability to design a program that reflects local preferences and needs,including a preference for cleaner power sources;and WHEREAS,on February 26,2015,the Public Service Commission of the State of New York approved implementation of the first CCA pilot program in New York State, which allows Sustainable Westchester to put out for bid the total amount of natural gas or electricity being purchased by local residents or small businesses;and WHEREAS,the Westchester pilot program is intended to include residential and small non-residential customers,and to permit the aggregation of both electric and natural gas purchases by the communities which elect to participate;and WHEREAS, Sustainable Westchester, Inc. will issue a request for proposals to suppliers to provide energy to participants,and will then award a contract;and WHEREAS,Sustainable Westchester,Inc.or the Village will request individual customer data from the current utility with due consideration for privacy, and the selected supplier will then notify the bundled customers of the contract terms and provide the customers with an opportunity to opt-out of the program within twenty(20)days;and WHEREAS, based upon the plain meaning of the text and prior interpretations of the General Municipal Law("GML"),Sustainable Westchester has determined that a municipality may participate in a CCA program without undertaking a referendum as set forth in GML§360,which applies only to the construction,leasing,purchasing,acquisition,use or ownership of a"public utility service"as defined in the GML;and NOW THEREFORE, BE IT RESOLVED, that the Village of Rye Brook intends to enter into an agreement with Sustainable Westchester for participation in a CCA program for its residents and business consumers who are not already purchasing electricity from an ESCO, only if: 1) the default price is guaranteed to be consistently less than the utility price for the same period; or 2) the default price is fixed at a level that is less than the average utility price for the same commodity, for the same customer class, over the preceding twelve month period; or 3) the default price is at first set at a level that is less than the average utility price for electricity,for the same customer class, over the preceding twelve month period, and only floats upward by less than twenty-five percent (25%) of the price increases implemented by the utilities;and BE IT FURTHER RESOLVED that the Village agrees to notify residents and business owners eligible for inclusion in the program in a manner that the Village deems most effective and efficient in advance of any implementation of the program;and BE IT FURTHER RESOLVED that the Mayor and Administrator are hereby authorized to execute any and all documents necessary to accomplish the purposes of this resolution. TRUSTEE EPSTEIN AYE TRUSTEE HEISER AYE TRUSTEE KLEIN ABSENT TRUSTEE REDNICK AYE MAYOR ROSENBERG AYE State of New York County of Westchester ss: Village of Rye Brook I hereby certify that this is the Resolution adopted by the Board of Trustees of the Village of Rye Brook which was duly passed by said Board on July 2,2015. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the Seal of the Village of Rye Brook,this 2"`'day of July,2015 Vil age Clerk On a motion made by Trustee Klein and seconded by Trustee Heiser,the following resolution was adopted. RESOLUTION CONSIDERING A LOCAL LAW TO ESTABLISH A COMMUNITY CHOICE AGGREGATION(ENERGY)PROGRAM IN THE VILLAGE OF RYE BROOK WHEREAS,a Community Choice Aggregation Energy Program will provide residents of the Village of Rye Brook the opportunity to save money through an alternate energy service company ("ESCO")without diminishing the current level of service;and WHEREAS,the Village wishes to partner with Sustainable Westchester to establish a community choice aggregation energy program in the Village of Rye Brook. NOW,THEREFORE BE IT RESOLVED,that the Board of Trustees of the Village of Rye Brook hereby adopts the local law to establish a Community Choice Aggregation Energy Program in conjunction with Sustainable Westchester in the Village of Rye Brook. BE IT FURTHER RESOLVED,that the Mayor and Village Administrator are hereby authorized to execute and deliver all documents necessary to accomplish the purposes of this resolution. TRUSTEE EPSTEIN AYE TRUSTEE HEISER AYE TRUSTEE KLEIN AYE TRUSTEE REDNICK AYE MAYOR ROSENBERG AYE State of New York County of Westchester ss: Village of Rye Brook I hereby certify that this is the Resolution adopted by the Board of Trustees of the Village of Rye Brook which was duly passed by said Board on June 23,2015. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the Seal of the Village of Rye Brook,this 25th day of June,2015 Villa e Cler LOCAL LAW NO.—2015 A LOCAL LAW TO ESTABLISH A COMMUNITY CHOICE AGGREGATION (ENERGY)PROGRAM IN THE VILLAGE OF RYE BROOK Be it enacted by the Village of Rye Brook of the County of Westchester as follows: Section 1. The Code of the Village of Rye Brook is hereby amended by adding a new Chapter TBD , entitled "COMMUNITY CHOICE AGGREGATION (ENERGY) PROGRAM," to read as follows: ARTICLE I §l. Legislative Findings; Intent and Purpose; Authority. A. It is the policy of both the Village of Rye Brook and the State of New York to reduce costs and provide cost certainty for the purpose of economic development, to promote deeper penetration of energy efficiency and renewable energy resources such as wind and solar, and wider deployment of distributed energy resources as well as to examine the retail energy markets and increase participation of and benefits for residential and Small Commercial customers in those markets. Among the policies and models that may offer benefits in New York is community choice aggregation, which allows local governments to determine the default supplier of electricity and natural gas on behalf of its residential and Small Commercial customers. B. The purpose of this CCA Program is to allow participating local governments including the Village of Rye Brook to procure energy supply service for their residential and Small Commercial customers, who will have the opportunity to opt out of the procurement, while maintaining transmission and distribution service from the existing Distribution Utility. This Chapter establishes a program that will allow the Village of Rye Brook to put out for bid the total amount of natural gas and/or electricity being purchased by local residential and Small Commercial customers. Bundled Customers will have the opportunity to have more control to lower their overall energy costs, to spur clean energy innovation and investment, to improve customer choice and value, and to protect the environment; thereby, fulfilling the purposes of this Chapter and fulfilling an important public purpose. C. The Village of Rye Brook is authorized to implement this COMMUNITY CHOICE AGGREGATION (ENERGY) PROGRAM pursuant to Section 10(1)(ii)(a)(12) of the New York Municipal Home Rule Law; and State of New York Public Service Commission Case No. 14-M-0564, Petition of Sustainable Westchester for Expedited Approval for the Implementation of a Pilot Community Choice Aggregation Program within the County of Westchester, Order Granting Petition in Part (issued February 26, 2015)as may be amended, including subsequent orders of the Public Service Commission issued in connection with or related to Case No. 14-M-0564 (collectively, the "Order"). Order shall also mean orders of the Public Service Commission related to State of New York Public Service Commission Case No. 14-M-0224, Proceeding on Motion of the Commission to Enable Community Choice Aggregation Programs (issued December 15, 2104) to the extent that orders related to Case No. 14-M-0224 enable actions by the C&F:2785410.2 Village of Rye Brook not otherwise permitted pursuant to orders related to Case 14-M- 0564; provided, however, that in the event of any conflict between orders from Case No. 14-M-0564 and orders from Case No 14-M-0224, orders from Case No 14-M-0564 shall govern the CCA Program. D. This Chapter shall be known and may be cited as the "COMMUNITY CHOICE AGGREGATION (ENERGY)PROGRAM Law of the Village of Rye Brook". §2. Definitions. For purposes of this Chapter, and unless otherwise expressly stated or unless the context otherwise requires, the terms in this Chapter shall have the meanings employed in the State of New York Public Service Commission's Uniform Business Practices or, if not so defined there, as indicated below: Bundled Customers — Residential and Small Commercial customers of electricity or natural gas("fuels")who are purchasing the fuels from the Distribution Utility. Small Commercial-Non-residential customers as permitted by the Order. Community Choice Aggregation Program or CCA Program— A municipal energy procurement program, which replaces the incumbent utility as the default Supplier for all Bundled Customers within the Village of Rye Brook. Distribution Utility—Owner or controller of the means of distribution of the natural gas or electricity that is regulated by the Public Service Commission. Public Service Commission—New York State Public Service Commission. Suppliers — Energy service companies (ESCOs) that procure electric power and natural gas for Bundled Customers in connection with this Chapter or, alternatively, generators of electricity and natural gas or other entities who procure and resell electricity or natural gas. Sustainable Westchester — A not-for-profit organization comprised of member municipalities in Westchester County,New York. §3. Establishment of a COMMUNITY CHOICE AGGREGATION (ENERGY)Program. A. A COMMUNITY CHOICE AGGREGATION (ENERGY) PROGRAM is hereby established by the Village of Rye Brook, whereby the Village of Rye Brook shall work together with Sustainable Westchester to implement the CCA Program to the full extent permitted by the Order, as set forth more fully herein. The Village of Rye Brook's role under the CCA Program involves the aggregating of the energy and/or gas supply of its residents and the entering into a contract with one or more Suppliers for supply and services. Under the CCA Program, the operation and ownership of the utility service shall remain with the Distribution Utility. B. The Village of Rye Brook's purchase of energy supply through a CCA Program constitutes neither the purchase of a public utility system, nor the furnishing of utility service. The Village of Rye Brook will not take over any part of the electric or gas C&P 2795410.2 2 transmission or distribution system and will not furnish any type of utility service, but will instead negotiate with Suppliers on behalf of participating residential and Small Commercial customers. C. The Public Service Commission supervises retail markets and participants in these markets through legislative and regulatory authority and the Uniform Business Practices, which includes rules relating to the eligibility of participating ESCOs, the operation by which ESCOs provide energy services, and the terms on which customers may be enrolled with ESCOs. §4. Procedures for Eligibility; Customer Data Sharing. A. As permitted by the Order, the Village of Rye Brook may request from the Distribution Utilities aggregated customer information by fuel type and service classification on a rolling basis. B. Sustainable Westchester, on behalf of the Village of Rye Brook, shall issue one or more requests for proposals to Suppliers to provide energy to participants and may then award a contract in accordance with the CCA Program. C. Sustainable Westchester or the Village of Rye Brook if the Village so chooses, will then request individual customer data from the Distribution Utility in accordance with the CCA Program. D. Sustainable Westchester or the Village of Rye Brook if the Village so chooses, and the selected Supplier will then notify Bundled Customers of the contract terms and their opportunity to opt out of the CCA Program. E. In accordance with and for purposes of the Order, the existing Distribution Utility, Consolidated Edison Company of New York, Inc. will provide to Sustainable Westchester aggregate and customer-specific data (including usage data, capacity tag obligations, account numbers, and service addresses) of all Bundled Customers in the Village of Rye Brook not currently enrolled with an ESCO. F. Sustainable Westchester and the Village of Rye Brook, will protect customer information as required by law, subject to the Order and the limitations of the New York State Freedom of Information Law. §5. Choice of Energy Supplier; Opt-Out Notice and Procedure. A. The Village of Rye Brook or in conjunction with the ESCO will notify its residential and Small Commercial customers, by letter notice, of the Village of Rye Brook's decision to establish the CCA Program, of the contract terms with an ESCO, and of the opportunity to opt out of the CCA Program. B. The letter notice will be sent to each customer at the address provided by the Distribution Utility and explain the CCA Program and the material provisions of the ESCO contract, identify the methods by which the customer can opt out of the CCA Program, and provide information on how the customer can access additional information about the CCA Program. C. The opt-out period shall be twenty(20)days. C&F:2785410.2 3 D. CCA Program Bundled Customers, upon enrollment, will receive a welcome letter that will explain the customers' options for canceling the enrollment if they believe they were enrolled incorrectly or otherwise decide to withdraw from the CCA Program in favor of another Supplier. The welcome letter also will explain that residential customers are entitled to the added protection of the mandated Three (3) Day rescission period as detailed in Section 5(B)(3)of the Uniform Business Practices. §6. Verification and Reporting. A. Sustainable Westchester shall be responsible for filing an annual report with the Public Service Commission, which identifies the number of customers enrolled in the CCA Program by municipality and customer class, the number of customers who returned to utility service or service with another Supplier during the reporting period, and the average cost of commodity supply by month for the reporting period. Section 2. This local law shall take effect upon filing with the Secretary of State. UP 2785410.2 4 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) This Memorandum of Understanding is entered into by and between: __Sustainable Westchester, Inc, a New York not-for-profit corporation, and _City/TownNillage of , a local government member of Sustainable Westchester, Inc. 1. Background: a. In February 2015, the New York Public Service Commission issued an Order for Case 14-M-0564 as follows: "The Petition of Sustainable Westchester is granted to the extent that its municipal members are authorized to undertake a Community Choice Aggregation demonstration project consistent with the discussion in the body of this Order..." (Attached as Exhibit 1.) a. The City/TownNillage of has adopted local legislation to enable Community Choice Aggregation and a local resolution expressing the intent to participate in Community Choice Aggregation("Intent-to-Participate Resolution"). b. As a member of Sustainable Westchester in good standing, the City/TownNillage of wishes to engage the services of Sustainable Westchester as the Program Manager for Community Choice Aggregation for the Operation and Maintenance of the Program. c. Sustainable Westchester will serve as Program Manager under the terms of the Electric Service Agreement (attached as Exhibit B) on behalf of any member municipality that executes the Electric Service Agreement and otherwise qualifies for the Program, thereby creating a new, shared service among the participating cities, towns and villages of Westchester County. 2.Definitions: a. Bundled Customers—Residential and Small Commercial customers of electricity or natural gas ("fuels") who are purchasing the fuels from the Distribution Utility. b. Community Choice Aggregation Program or CCA Program or Program—A municipal energy procurement program, which replaces the incumbent utility as the default Supplier for all Bundled Customers within the Participating Municipality, as defined in the February Order. c. Competitive Supplier: An entity duly authorized to conduct business in the State of New York as an energy service company(ESCO) that procures electric power and natural gas for Bundled Customers in connection with this CCA Program. d. Compliant Bid: Electric power supply bid from a Competitive Supplier that meets the requirements specified in the Intent-to-Participate Resolution and ESA. Compliant bids meet one of the following criteria: i. the default price is guaranteed to be consistently less than the Distribution Utility price for the same period; or ii. the default price is fixed at a level that is less than the average utility price for the same commodity, for the same customer class, over the Preceding Twelve Month Period (as defined below); or ill. the default price is at first set at a level that is less than the average utility price for electricity, for the same customer class, over the Preceding Twelve Month Period, and only floats upward by less than twenty-five percent (25%) of the price increases implemented by the utilities Page 1 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) e. Electric Service Agreement (ESA): The Electric Service Agreement that contains all the terms and condition appertaining the energy procurement request published by the Program Manager on behalf of the Participating Municipalities. (Attached as Exhibit B.) f. February Order: February 26, 2015 "Order Granting Petition in Part" issued by PSC in Case 14-M-0564, "Petition of Sustainable Westchester for Expedited Approval for the Implementation of a Pilot Community Choice Aggregation Program within the County of Westchester." (Attached as Exhibit 1.) g. Independent Review: An assessment of each Competitive Supplier's response by an independent accountant or other qualified consultant that is selected by the Program Manager (as defined below), to be undertaken on behalf of and paid for by the Program Manager. For each Competitive Supplier's response, such assessment will include a determination of(i) the creditworthiness of the Competitive Supplier or adequate documentation of alternative credit arrangement that is at least as secure as a credit-worthy Competitive Supplier, and (ii) compliance with respect to pricing, as outlined in these definitions and in each Intent-to-Participate Resolution(as defined below). h. Intent-to-Participate Resolution: Local resolution adopted by Municipality authorizing their participation in the Program and defining the conditions of that participation(e.g. pricing compliance). i. Distribution Utility: Owner or controller of the means of distribution of the natural gas or electricity that is regulated by the Public Service Commission in the Participating Municipality. j. Participating Municipality: A dues-paying municipal member of Sustainable Westchester Inc, which has adopted the applicable local legislation and Intent-to- Participate Resolution for the Community Choice Aggregation Program. k. Preceding Twelve Month Period: For purposes of evaluating a Compliant Bid, the most recent twelve month period for which the applicable information is available. 1. Program Manager: Sustainable Westchester, Inc, a non-profit corporation of which the Participating Municipality is a member, authorized by the Public Service Commission per Order for Case 14-M-0564 "to undertake a Community Choice Aggregation demonstration project." in. Public Service Commission: The New York State Public Service Commission or the New York State Department of Public Service acting as staff on behalf of the Public Service Commission(PSC). 3. Purpose: The purpose of the Memorandum of Understanding is as follows: a. To establish participation by City/TownNillage of (hereafter, the "Participating Municipality") in a Community Choice (Energy) Aggregation Program(hereafter, the "Program) that will be managed on its behalf by Sustainable Westchester, Inc (hereafter, the "Program Manager"), under the terms outlined in the attached Electric Service Agreement (Attached as Exhibit 2); b. To affirm that the Participating Municipality and Program Manager agree to adhere to the terms and conditions of the attached Electric Service Agreement in the event they execute the agreement as outlined in 3(c), below Page 2 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) c. To affirm that the Participating Municipality and Program Manager agree to execute the Electric Service Agreement, subject to the conditions of review and approval outlined in 4(c)(i), 4(c)(ii), 4(c)(111), 5(a)(i), and 5(a)(11), outlined below. 4. Roles and responsibilities of the Program Manager: As Program Manager, Sustainable Westchester Inc agrees to perform all duties outlined in the Electric Service Agreement and, prior to execution of that agreement, Program Manager agrees to: a. Provide the involved agencies and parties to the February Order, such as but not limited to the Public Service Commission or Local Distribution Utility, requested information about and documentation of the actions undertaken by the Participating Municipality in furtherance of enabling participation in the Program; b. Manage the energy procurement bidding process including: i. the identification and notification of potential firms seeking to be the Competitive Supplier, ii. the Request for Proposals process from preparation of the content to the publication of the Request and management of firms responding to the Request, ill. the preparation of the Electric Service Agreement that will be included in the Request, iv. the acceptance and secure opening of the responses to the Request, and v. the organizing and procuring of the Independent Review, all in a manner that is transparent to the Participating Municipality and firms seeking to be the Competitive Supplier; c. Sign the Electric Service Agreement in a timely fashion subject to the conditions that: i. the Competitive Supplier is deemed creditworthy for the duration of the Electric Service Agreement by the Independent Review, or ii. the Competitive Supplier arranges alternative credit terms that are, at a minimum, as secure as those achieved with a creditworthy Supplier as deemed by the Independent Review, and ill. the Competitive Supplier's response to the Energy Procurement Request for Proposals is deemed a Compliant Bid as defined in Section 2, above, by an Independent Review; and d. Fulfill any other responsibilities as may reasonably adhere to facilitating the implementation of the Program, subject to the Program Manager's inherent and original role as an organization driven by the deliberated priorities of its constituent member municipalities. 5. Roles and responsibilities of the Participating Municipality: As a Participating Municipality, the City/TownNillage of agrees to: a. Sign the Electric Service Agreement in a timely fashion subject to the conditions that: i. the Competitive Supplier is deemed creditworthy for the duration of the Electric Service Agreement by the Independent Review, or ii. the Competitive Supplier arranges alternative credit terms that are, at a minimum, as secure as those achieved with a creditworthy Competitive Supplier as deemed by the Independent Review, and such Competitive Supplier's response to the Energy Procurement Request for Proposals is deemed a Compliant Bid by the Independent Review. Page 3 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 6. Term: Memorandum of Understanding shall expire on the earlier of April 30, 2017 or the date on which the Electric Service Agreement is signed by all three counterparties to the Electric Service Agreement. 7. IN WITNESSETH WHEREOF, the parties hereto have signed this MEMORANDUM OF UNDERSTANDING on the day and year appearing below their respective signatures. City/TownNillage of Authorized Official: Signature Printed Name and Title: Address: Telephone(s): E-Mail Address: Address for Notices: Sustainable Westchester Inc Authorized Official: Signature Printed Name and Title: Address: Telephone(s): E-Mail Address: Address for Notices: Attachments: Exhibit 1, Public Service Commission Order for Case 14-M-0564 (February 2015) Exhibit 2, Electric Service Agreement (1/04/2016) Page 4 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) EXHIBIT 1 Public Service Commission Order for Case 14-M-0564 STATE OF NEW YORK PUBLIC SERVICE COMMISSION At a session of the Public Service Commission held in the City of Albany on February 26, 2015 COMMISSIONERS PRESENT : Audrey Zibelman, Chair Patricia L. Acampora Gregg C . Sayre COMMISSIONER EXCUSED: Diane X. Burman CASE 14-M-0564 - Petition of Sustainable Westchester for Expedited Approval for the Implementation of a Pilot Community Choice Aggregation Program within the County of Westchester. ORDER GRANTING PETITION IN PART (Issued and Effective February 26, 2015) BY THE COMMISSION: BACKGROUND In a Petition filed on December 23, 2014, Sustainable Westchester, Inc. (SW or Petitioner) requested approval to implement a demonstration community choice aggregation (CCA) program within the County of Westchester. The Petitioner asked Page 5 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) that Consolidated Edison Company of New York, Inc. and New York State Electric & Gas Corporation (the Utilities) be required to provide certain customer information to Petitioner and that it be relieved from compliance with certain provisions of the Uniform Business Practices (UBP) . In order for it to expeditiously implement the demonstration CCA program and take advantage of historic low electricity and natural gas prices, the Petitioner concluded, action on the Petition should be expedited. PUBLIC NOTICE AND COMMENTS In conformance with State Administrative Procedure Act (SAPA) §202 (1) , notice of the Petition was published in the State Register on January 7, 2015 (SAPA No . 14-M-0546SP1) . The SAPA §202 (1) (a) period for submitting comments in response to the notice expired on February 23, 2015 . A comment was received from the Joint Utilities . ' No other comments were received. THE PETITION Sustainable Westchester is a New York State not-for- profit corporation whose members include several municipalities in Westchester County. 2 According to SW, it has been working ' Consolidated Edison Company of New York, Inc . (Con Edison) , Orange and Rockland Utilities, Inc. (O&R) , Central Hudson Gas & Electric Corporation (Central Hudson) , National Fuel Gas Distribution Corporation (National Fuel) , The Brooklyn Union Gas Company d/b/a National Grid NY (KEDNY) , KeySpan Gas East Corporation d/b/a National Grid (KEDLI) , Niagara Mohawk Power Corporation d/b/a National Grid (Niagara Mohawk) , New York State Electric & Gas Corporation (NYSEG) , and Rochester Gas and Electric Corporation (RG&E) . 2 Sustainable Westchester was organized in 2010 as Northern Westchester Energy Action Consortium, Inc . (NWEAC) . In 2014, Page 6 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) toward achieving CCA for its members for more than two years, and several of its member municipalities have already adopted resolutions in support of CCA, including County of Westchester, the Cities of Peekskill and Yonkers, the Towns of Bedford, Lewisboro, North Castle, North Salem, Ossining, and Somers, and the Village of Pleasantville . These resolutions support implementation of a CCA program 1) whereby individual consumers are free to opt-out of CCA offerings and 2) whereby municipalities may execute a CCA contract under which residential and small commercial customers who are not currently served by an Energy Services Company (ESCO) are enrolled with an ESCO for the provision of gas and/or electricity at a rate which either saves them money, is a fixed rate contract, or is a contract for a green product . According to SW, its CCA Program is intended to include both residential and commercial customers and to permit aggregation of both electric and natural gas purchases . As municipalities agree to participate in the CCA pilot, SW proposes that they be permitted to request on a rolling basis aggregated customer information, by fuel type, service classification, and capacity tag, from the distribution utilities . 3 The relevant utility would be required to provide such information to SW within ten days of receiving SW' s written request, free of charge, or at most for a nominal fee . NWEAC merged with the Southern Westchester Energy Action Consortium (SWEAC) , and the combined entity was named Sustainable Westchester, Inc . ; members include forty towns, villages and cities in Westchester County. 3 Westchester County is served in part by Con Edison and in part by NYSEG. Page 7 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) SW expects to issue an RFP to energy suppliers and/or independent power producers on or about 90 days after the date of the Commission Order in this proceeding, with a response to the RFP due within ten days later. Within 20 days of issuance of the RFP, SW expects to issue an award to one or more suppliers and notify them of any surcharge required to support administration, legal support, communications needs, and the build-up of a fund intended to support energy efficiency and control retrofits, distributed generation, enhanced renewable generation, and other permissible measures that SW reasonably deems appropriate . SW proposes that once the award is issued, it will notify the appropriate utility, and the utility will then provide notifications to "bundled customers" of the contract terms and of their opportunity to opt-out within ten days . The utility notification would include the most recent updated price information and the contract period, terms for making prospective price changes, exit costs (if any) , name of supplier, and any other permitted terms or features that SW deems are appropriate . Within five days following the ten day opt-out deadline, SW maintains, the utility should provide precise usage data and capacity tag obligations, account numbers, and service addresses of all customers who have not opted out of the CCA to the selected ESCOs . SW anticipates that it will request of the utilities permission to insert communication material into utility-issued bills . SW indicates that it prefers free movement of customers out of the awarded contract, unless an upgrade has been financed on-bill . SW also proposes that an "Open Underwriting Resource Service" fund (OURS) be created to support upgrades over-and above those supported by state programs, as well as other energy efficiency investments, distributed generation, distributed or Page 8 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) merchant renewable generation, control systems, microgrid technology or marketing measurement technology, or other innovative technologies or business strategies . SW affirmed that it will abide by strict policies for protection of the confidentiality of personally identifiable information, intended to approach, mimic, or surpass standards applicable to utilities and ESCOs . SW also indicated that it intends to offer on-bill financing in the future but did not provide details . SW proposes a four year duration for its CCA Program, a time frame it believes is sufficient to incorporate into the Program newly-developed renewable resources . SW supported its request for expedited Commission action by stating that it was involved in an extensive and open consultation process with many stakeholders throughout a more than two-year process in which the group had sought and gained New York State Assembly and Senate passage of enabling legislation for a Westchester County demonstration CCA project . 4 SW' s view is that the legislative process it participated in, which included multiple public hearings in more than ten municipalities, discussions with utility staff, continuing consultation with ESCOs and with environmental action groups, and consistent engagement with consumer advocates, academic experts, and Community Choice Aggregators throughout the United States, obviates the need for a further comment period. 4 The Legislation was subsequently vetoed by Governor Andrew Cuomo . Page 9 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) COMMENTS Although the Petition would only affect Con Edison and NYSEG, the Joint Utilities submitted comments because authorization of a pilot could have an impact on the development of other CCA programs throughout New York. The Joint Utilities believe that the development of CCA programs requires careful consideration and analysis . The Joint Utilities explain that CCA programs should be implemented in a way that preserves existing retail access processes, including Electronic Data Interchange (EDI) , and is consistent with the Staff White Paper and the Joint Utilities' comments in the Generic CCA Proceeding, 5 which envision the municipality as the entity to inform, educate, and administer a CCA program. The Joint Utilities express a preference for customer opt-in CCA programs and stress that, if the Commission does determine that opt-out is acceptable practice for CCA programs, the Commission should also ensure that adequate customer protections are in place to avoid unintended switches of commodity suppliers . The Joint Utilities also argue that a detailed CCA program plan should be filed by the municipality and approved by the Commission prior to implementation. The Joint Utilities recommend that the CCA demonstration be limited to one municipality and to residential customers only so that municipalities, customers, and the utilities all can understand the impacts associated with the changes to existing business models and to inform statewide implementation of CCA programs . The Joint Utilities state that the SW proposal would 5 See Case 14-M-0224, Community Choice Aggregation Programs, Order Instituting Proceeding and Soliciting Comments (issued December 15, 2014) (CCA Initiation Order) . Page 10 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) require utility ratepayers to shoulder significant costs for the implementation of the proposed CCA program without any payment for such service . For instance, the Joint Utilities explain, the Petition requests that the utilities notify residents of the municipality' s decision to establish a CCA program, to inform them of the municipality' s contract terms with an ESCO, and to inform them of the opportunity to opt-out of the CCA program. The Petition also requests that utilities include SW communication materials in utility bills . According to the Joint Utilities, these provisions are contrary to the process envisioned in the Staff White Paper and the processes used in other jurisdictions with established CCA programs, where the municipality that has chosen to implement CCA is also responsible for informing and educating customers and administering the CCA. The Joint Utilities further maintain that these provisions are also inconsistent with the existing utility-ESCO relationship and the Commission-approved Uniform Business Practices, and that the provisions fail to recognize that the utilities do not have access to ESCO/customer contracts and thus cannot and should not notify residents of their terms . Pointing specifically to Section 9 of the Petition, which seeks to impose obligations on the utility for provision of data and notification of customers at no, or minimal cost, and within ten days of a request from SW, the Joint Utilities express the concern that SW fails to recognize that any data or information, whether aggregated or customer-specific, must be carefully developed by the utilities and reviewed for accuracy. Additionally, the Joint Utilities explain that utilities ' customer data generally contains the customer' s address, ZIP code, municipality, and tax district . Due to the way municipality boundary lines are drawn, however, a customer may Page 11 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) live in one town or village while the ZIP code is identified with another municipality, and may be served by a separate tax district . Consequently, the Joint Utilities contend, while the utility can provide data, SW or the municipality must review that data and determine which customers would be eligible for the demonstration project . Additionally, the Joint Utilities state, SW or the municipality must reconcile any differences between municipal records and the utilities' customer data. For example, a customer may place their electric and/or gas service under the name of their spouse, who may or may not have a different surname, while the tax records show the name of the other spouse as the property owner. In these situations, the Joint Utilities explain, SW must consider the data and contact the customer to resolve any data discrepancies, because the utility is obliged to place the service in the name of the appropriate applicant . SW also requests that the utility provide via EDI the customers' consumption, capacity tag obligation, account numbers, and service addresses for all customers who have not opted out . The Joint Utilities believe that the municipality given access to personally-identifiable information should be required to obtain cyber-insurance and be held to such data security riders as may be necessary in order to protect the customers and indemnify the utility. Finally, the Joint Utilities state, the Petition lacks the detail necessary to fully evaluate the proposed CCA program. For instance, the Joint Utilities note, SW seeks to establish an "energy efficiency tariff" and "demand response and micro-grid development/financing" but provides little to no detail on these proposals . If the Commission approves the development of a CCA demonstration project, consistent with the Joint Utilities ' Page 12 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) comments in the Generic CCA Proceeding, the Joint Utilities urge the Commission to require SW to develop and file a detailed CCA plan with the Commission for approval . This would allow Staff and interested parties to review the plan in detail . DISCUSSION AND CONCLUSION The Commission recently commenced, in the CCA Initiation Order, a proceeding to examine implementation of CCA in New York, and sought comments on a number of issues related to CCA, in advance of a determination regarding whether action should be taken to enable CCA programs in New York. At the same time, in a Memorandum and Resolution on Demonstration Projects, issued on December 12, 2014 in Case 14-M-0101, the Commission expressed interest in utilities and third parties working together to develop potential demonstration projects . Although the Commission is not prepared to act on the Generic CCA Proceeding at this time, in light of the Memorandum and Resolution on Demonstration Projects, it is appropriate to consider a demonstration or pilot CCA program. CCA programs can serve as an opportunity to introduce larger numbers of customers to retail competition with the safeguards, credibility, and accountability that an energy procurement program administered by a local government can provide . For the reasons provided in the CCA Initiation Order, and consistent with the Memorandum and Resolution on Demonstration Projects, it is appropriate to approve a CCA demonstration project, in order to gain experience with CCA programs and explore their potential benefits for consumers, municipalities, and the utility system. However, the SW Petition lacks the detail necessary to fully evaluate some of the proposed provisions of its CCA program. For now, a determination will not Page 13 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) be made on issues related to the establishment of an energy efficiency tariff, demand response and micro-grid development and financing, the insertion by municipalities of communication material into utility-issued bills, or the Open Underwriting Resource Service fund. To initiate this demonstration CCA project, the utilities must provide aggregated customer data for residential and small commercial customers who are not currently taking service from an ESCO to the municipalities that have been properly authorized to implement the CCA pilot . Rather than the review and approval process the Joint Utilities propose, a municipality that chooses to join the CCA pilot shall furnish a letter to Department of Public Service Staff (DPS Staff) certifying that a public outreach campaign has been conducted by the municipality or its designee . The municipal representative shall also certify that the municipality has the requisite authority to implement CCA. To assist in restricting the availability of the data to circumstances where it is warranted, the utility will only provide data to the municipality or its consultant after DPS Staff notifies the utility that an appropriate letter has been received. The aggregated customer data, which should include aggregated usage and capacity tag, shall be provided within twenty days of the notification from DPS Staff. The utilities maintain they will incur costs in aggregating and providing the data, but have not quantified those costs . Consequently, Con Edison and NYSEG shall make a filing within ten days of the date of this Order that identifies the costs the utility will incur and justifying any charges it intends to impose for providing the data. Once an ESCO supplier has been selected, Page 14 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) municipalities will also require information in order to notify customers . Upon selection of an ESCO the municipality or its consultant should request from the utilities the information necessary to send the opt-out letter, including, at a minimum, customer names, addresses, and account numbers . Discrepancies between the customer information provided by the utility and similar information retained by the municipality should be resolved by the municipality. Notwithstanding the Joint Utilities' assertion that cyber insurance is necessary for this CCA pilot proposal, it will not be required at this time . The municipalities currently possess much of the information that the utility will be providing, and should be expected to protect personally identifiable customer information that is confidential . Moreover, SW, its municipal members, and any municipal contractors shall agree to take all reasonable steps to protect that information, employing methods at least as protective as those used for other personally identifiable information possessed by the municipality. In addition, SW, its municipal members, and any municipal contractors shall agree that they will not permit the use of personally identifiable information received under this Order for any purpose other than the administration of the programs authorized here . Furthermore, they shall agree not to share that personally identifiable information received under this Order except as necessary for the administration of the program and only with other entities that agree to appropriately protect the data and use it only for the administration of programs authorized here . It is the municipality' s responsibility, however, to notify its residents and small commercial customers of its decision to establish a CCA Program, to inform them of the Page 15 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) contract terms with an ESCO, and to inform them of the opportunity to opt-out of the CCA program. The municipality could send the opt-out letter itself or provide a co-branded opt- out letter from the municipality and the ESCO that will be providing the services . The letter should, at a minimum: explain community choice aggregation and the ESCO contract in detail; identify the methods by which the customer can opt-out of the CCA Program; and provide information on how the customer can access additional information about CCA on the municipality' s website . A draft standard form letter shall be submitted to DPS Staff for review before it is mailed. Further, the ten day opt-out period SW proposes is inadequate . The CCA Initiation Order asked if twenty days was an adequate opt-out period. In response, two ESCOs, Energy Next and Constellation New Energy, recommended a fourteen day period based on programs in other states . A number of other parties recommended longer opt-out periods . Therefore, for this pilot project, the opt-out period shall be at least twenty days . Finally, as with all customers enrolled in retail access programs by ESCOs, CCA participants, upon enrollment, will receive a welcome letter from the distribution utility that will explain the customers' options for canceling the enrollment if they believe they were enrolled incorrectly. Residential customers are entitled to the added protection of the mandated three-day rescission period, as detailed in Section 5 (B) (3) of the Uniform Business Practices . The Commission has had a longstanding policy, underlying the Uniform Business Practices and implementation of retail choice programs, that affirmative customer consent is required in order for a customer to change suppliers . However, the economies of scale and bargaining power that large-scale opt- Page 16 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) out aggregation programs create are expected to translate into tangible benefits for customers . In order to help ensure costs savings or rate stability for CCA participants, the Uniform Business Practices are waived to the extent necessary to allow for the enrollment of customers and transmittal of customer information by the utility to the ESCO without express customer consent only for this specific CCA demonstration program. As to the details of the agreement between the ESCO and the municipality, the municipalities are in the best position to choose a product for their citizens . In turn, their citizens can opt out of the program or leave at a later time, ensuring that customers are protected. SW, however, will not be authorized at this time to implement its "Open Underwriting Resource Service" (OURS) fund, which would be intended for the support of various distributed energy resources . CCA participants will continue to contribute to the state-mandated energy efficiency and clean energy funds through distribution charges . Therefore, at this time, SW is prohibited from collecting the surcharges identified in its Petition for the OURS fund or other programs . However, the administrative costs of operating the program, including legal and communications expenses, may be recovered as part of the energy charges billed to customers . To the extent that any order issued in the Generic CCA Proceeding will permit the creation of an OURS fund or similar program, this Order does not restrict SW from implementing such a program. Alternately, SW may submit a further petition providing additional detail and justification on proposed programs for consideration. SW proposes that the pilot be approved for a period of Page 17 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) four years . While the Commission will not interfere with the terms of the agreement between the municipality and the ESCO, it would be premature to commit to a four year pilot at this time . Instead, SW is directed to file an annual report, which identifies : the number of customers enrolled in CCA by municipality and customer class; the number of customers who returned to utility service or service with another ESCO during the reporting period; and, the average cost of commodity supply by month for the reporting period. The first report should be filed thirteen months after the CCA program is implemented through commencement of service of customers by the selected ESCO. In addition, any Order issued by the Commission in the Generic CCA Proceeding will govern the CCA pilot program authorized here except as otherwise noted in that Order. The Commission orders : 1 . The Petition of Sustainable Westchester is granted to the extent that its municipal members are authorized to undertake a Community Choice Aggregation demonstration project consistent with the discussion in the body of this Order, and is otherwise denied. 2 . To facilitate the Community Choice Aggregation demonstration project authorized in Ordering Clause No . 1, Uniform Business Practices Sections 4 (B) (1) - (3) , 5 (B) (1) , 5 (D) (1) and (4) , and 5 (K) are suspended for municipalities participating in the demonstration project and ESCOs and utilities engaging with those municipalities, to permit : (a) transfers of aggregated and customer-specific information from utilities to Sustainable Westchester, Inc. , its municipal members, and municipal contractors under the terms and timeframes described in the body of this Order; and, (b) the switching of customers currently receiving supply service from the utility to ESCO supply service Page 18 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) without affirmative consent consistent with the discussion in the body of this Order. 3 . Consolidated Edison Company of New York, Inc . and New York State Electric & Gas Corporation are directed to provide aggregated and customer-specific data to Sustainable Westchester, Inc. its municipal members, and municipal contractors under the terms and timeframes described in the body of this Order. 4 . Consolidated Edison Company of New York, Inc . and New York State Electric & Gas Corporation are directed to make a filing within ten days of the issuance of this order identifying and justifying their charges to Sustainable Westchester, Inc. for providing aggregated customer data. 5 . Sustainable Westchester, Inc . , its municipal members, and any other municipal contractors receiving the personally identifiable information of utility customers shall agree to protect that information consistent with the discussion in the body of this Order, and shall submit their agreement to Department of Public Service Staff at the time the letter certifying authorization discussed in the body of this Order is submitted. 6 . Sustainable Westchester, Inc. will file any Requests for Proposals, or Requests for Information, and similar documents, as well as any contracts entered into for energy supply, at the time they are issued. 7 . Sustainable Westchester, Inc . will file an annual report as described in the body of this Order, with the first report due thirteen months after the commencement of service to customers . 8 . The Secretary in her sole discretion may extend the deadlines set forth in this Order. Any request for an extension must be in writing, must include a justification for Page 19 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) the extension, and must be filed at least one day prior to any affected deadline . 9 . This proceeding is continued. By the Commission, (SIGNED) KATHLEEN H. BURGESS Secretary Page 20 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) Exhibit 2 Electric Service Agreement (last revised 1/04/2016) Contents RECITALS..........................................................................................................................................................23 ELECTRIC SERVICE AGREEMENT.................................................................................................................24 ARTICLE 1 DEFINITIONS..........................................................................................................................24 ARTICLE 2 RIGHTS GRANTED.................................................................................................................29 2.1 GENERAL DESCRIPTION AND LIMITATIONS.............................................................................29 2.2 NO THIRD PARTY BENEFICIARIES..............................................................................................30 2.3 COMPLIANCE WITH LAWS...........................................................................................................30 2.4 CONDITIONS PRECEDENT............................................................................................................30 2.5 OWNERSHIP AND USE OF ELIGIBLE CONSUMER DATA..........................................................30 ARTICLE 3 CONSUMER CHOICE,NOTIFICATION OF RIGHTS, ENROLLMENT.................................31 3.1 CONSUMER CHOICE......................................................................................................................31 3.2 NOTIFICATION TO NEW CONSUMERS OF OPT-OUT RIGHTS ..................................................31 3.3 CONSUMER AWARENESS.............................................................................................................32 3.4 ENROLLMENT.................................................................................................................................32 ARTICLE 4 TERM OF CONTRACT AND TERMINATION........................................................................33 4.1 TERM................................................................................................................................................33 4.2 TERMINATION................................................................................................................................33 4.3 OBLIGATIONS UPON TERMINATION..........................................................................................34 4.4 EXTENSION.....................................................................................................................................34 ARTICLE 5 CONTINUING COVENANTS..................................................................................................34 5.1 STANDARDS OF MANAGEMENT AND OPERATIONS................................................................35 5.2 CUSTOMER SERVICE ACCESS......................................................................................................35 5.3 RESPONDING TO REQUESTS FOR INFORMATION....................................................................35 5.4 ARRANGING FOR FIRM FULL-REQUIREMENTS POWER SUPPLY...........................................36 5.5 NON-DISCRIMINATORY PROVISION OF SERVICE....................................................................36 5.6 APPROVAL OF GENERAL COMMUNICATIONS..........................................................................36 5.7 COMMUNICATION OF INSERTS AND MESSAGES.....................................................................37 5.8 PARTICIPATING CONSUMER LISTS.............................................................................................37 5.9 COMPLIANCE WITH LAWS...........................................................................................................38 5.10 CONSENT.........................................................................................................................................38 ARTICLE 6 ROLE OF THE MUNICIPALITY..............................................................................................38 ARTICLE 7 ROLE OF PROGRAM MANAGER...........................................................................................39 7.1 PROGRAM MANAGER DUTIES......................................................................................................39 Page 21 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 7.2 PROGRAM MANAGER FEE.............................................................................................................40 7.3 PAYMENT OF FEE...........................................................................................................................40 7.4 INDEPENDENT CONTRACTOR......................................................................................................40 ARTICLE 8 PRICES AND SERVICES; BILLING........................................................................................40 8.1 SCHEDULE OF PRICES AND TERMS............................................................................................40 8.2 OBLIGATION TO SERVE................................................................................................................41 8.3 METERING.......................................................................................................................................41 8.4 TERMS AND CONDITIONS PERTAINING TO INDIVIDUAL ACCOUNT SERVICE...................41 ARTICLE 9 COMPLIANCE WITH THE FEBRUARY ORDER...................................................................42 ARTICLE 10 SERVICE PROTECTIONS FOR RESIDENTIAL CONSUMERS............................................42 ARTICLE 11 NON-DISCRIMINATION IN HIRING AND EMPLOYMENT.................................................43 ARTICLE 12 POWER SUPPLY INFORMATION AND ACCESS TO INFORMATION................................43 12.1 POWER SUPPLY INFORMATION...................................................................................................43 12.2 POWER SUPPLY REPORT...............................................................................................................44 12.3 BOOKS AND RECORDS..................................................................................................................44 12.4 COPIES OF REGULATORY REPORTS AND FILINGS...................................................................44 ARTICLE 13 RESOLUTION OF DISPUTES; CHOICE OF LAW AND FORUM...........................................44 13.1 CHOICE OF LAW AND FORUM.....................................................................................................44 13.2 DISPUTE RESOLUTION..................................................................................................................45 ARTICLE 14 INDEMNIFICATION................................................................................................................45 14.1 INDEMNIFICATION BY THE COMPETITIVE SUPPLIER.............................................................45 14.2 NOTICE OF INDEMNIFICATION CLAIMS....................................................................................45 14.3 SURVIVAL.......................................................................................................................................46 14.4 DUTY TO MITIGATE.......................................................................................................................46 ARTICLE 15 REPRESENTATIONS AND WARRANTIES............................................................................46 15.1 BY THE COMPETITIVE SUPPLIER................................................................................................46 15.2 BY THE MUNICIPALITY................................................................................................................47 15.3 BY THE PROGRAM MANAGER.....................................................................................................47 ARTICLE16 INSURANCE............................................................................................................................47 ARTICLE 17 REGULATORY EVENT/NEW TAXES....................................................................................48 17.1 REGULATORY EVENT...................................................................................................................48 17.2 NEW TAXES.....................................................................................................................................48 ARTICLE 18 MISCELLANEOUS..................................................................................................................48 18.1 NO ASSIGNMENT WITHOUT PERMISSION.................................................................................48 18.2 DIRECT MARKETING.....................................................................................................................49 18.3 NOTICES..........................................................................................................................................49 18.4 CHANGES IN EMERGENCY AND SERVICE CONTACT PERSONS.............................................50 18.5 ENTIRE ESA;AMENDMENTS........................................................................................................50 18.6 FORCE MAJEURE............................................................................................................................50 Page 22 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 18.7 EXPENSES........................................................................................................................................51 18.8 NO JOINT VENTURE.......................................................................................................................51 18.9 JOINT WORK PRODUCT.................................................................................................................51 18.10 COUNTERPARTS.............................................................................................................................51 18.11 WAIVER...........................................................................................................................................51 18.13 PRESS RELEASES...........................................................................................................................52 18.14 HEADINGS AND CAPTIONS..........................................................................................................52 18.15 SURVIVAL OF OBLIGATION.........................................................................................................52 19 REMEDIES................................................................................................................................................52 INWITNESS WHEREOF................................................................................................................................54 EXHIBITA-Part 1 ...............................................................................................................................................55 PRICESAND TERMS.....................................................................................................................................55 SUSTAINABLE WESTCHESTER COMMUNITY CHOICE AGGREGATION PROGRAM.......................55 DEFAULTPRODUCT.................................................................................................................................55 EXHIBITA-Part 2...............................................................................................................................................57 PRICESAND TERMS.....................................................................................................................................57 SUSTAINABLE WESTCHESTER COMMUNITY CHOICE AGGREGATION PROGRAM.......................57 100%RENEWABLE CLEAN POWER PRODUCT.....................................................................................57 EXHIBITB..........................................................................................................................................................59 TEMPLATE KWH SALES AND CONSUMER ACCOUNTS DATA SUMMARY..........................................59 PAYMENTSCHEDULE.................................................................................................................................60 RECITALS WHEREAS, Sustainable Westchester, Inc. sought approval of a demonstration community choice energy aggregation("Community Choice") program in Westchester County in 2014, which would allow local governments to participate in a Sustainable Westchester program to procure energy supply from an Energy Services Company for the residents of the municipalities; WHEREAS, on February 26, 2015, the Public Service Commission of the State of New York approved implementation of the first Community Choice pilot program in New York State; WHEREAS, the Westchester pilot program is intended to include residential and small non- residential customers, and to permit the aggregation of electric purchases by the communities which elect to participate; WHEREAS, the City/TownNillage of ("Municipality") has adopted a Local Law to participate in the Sustainable Westchester Community Choice Program("Program") to aggregate consumers located within the Municipality and to negotiate competitive rates for the supply of electricity for such consumers; Page 23 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) WHEREAS, the program allows Municipality to solicit competitive bids for the supply of electricity individually or as part of a buying group with other municipal aggregators; WHEREAS, Sustainable Westchester, Inc. has been authorized by the Municipality to act as Program Manager for a Community Choice Program, pursuant to Local Law and Memorandum of Understanding, issue a request for proposals to suppliers to provide energy to Participating Customers, and to award supply contracts; WHEREAS, [Supplier], a corporation duly authorized to conduct business in the State of New York("Competitive Supplier"), desires to provide Full- Requirements Power Supply to consumers located within the Municipality, pursuant to the terms and conditions of the Municipality's Program and this Electric Service Agreement ("ESA"); WHEREAS, the Municipality desires that the Competitive Supplier provide Full-Requirements Power Supply and Consolidated Billing as an alternative to Default Service for consumers within the Municipality; WHEREAS, Competitive Supplier agrees to submit two distinct electric supply products and two corresponding pricing levels, (1) a Default Product and price, and (2) a 100% Renewable Clean Power Product and price; WHEREAS, Competitive Supplier agrees to pay a fee to Program Manager; WHEREAS, Municipality prefers for Competitive Supplier to collect and remit the fees due the Program Manager; WHEREAS, the local governments that participate in the Sustainable Westchester Community Choice Program, including this Municipality, intend that this Agreement be uniform in form and substance in each instance throughout the Program; and NOW THEREFORE, IT IS AGREED THAT, Municipality, Program Manager, and the Competitive Supplier hereby enter into this ESA subject to the terms and conditions below. ELECTRIC SERVICE AGREEMENT ARTICLE 1 DEFINITIONS Capitalized terms that are used but not defined in the body of this ESA, including the Exhibits hereto, shall be defined as set forth in this Article 1. Words defined in this Article 1 that are capitalized shall be given their common and ordinary meanings when they appear without capitalization in the text. Words not defined herein shall be given their common and ordinary meanings. Page 24 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 1.0 Associated Entities—Any and all of the employees, officers, agents, representatives, and independent contractors and subcontractors of the Competitive Supplier or of any of its corporate parents or subsidiaries, which provide goods or services to, or in any way assist, the Competitive Supplier in meeting its obligations under the ESA, but specifically excluding the Local Distribution Utility. 1.1 Bankruptcy- With respect to a Party, such Party(i) ceases doing business as a going concern, generally does not pay its debts as they become due or admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other Governmental Rule, or seeks or consents to or acquiesces in the appointment of any trustee, receiver, custodian or liquidator of said Party or of all or any substantial part of its properties, or makes an assignment for the benefit of creditors, or said Party takes any corporate action to authorize or that is in contemplation of the actions set forth in this clause (i); or (ii) a proceeding is initiated against the Party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other Governmental Rule and, such proceeding is not dismissed within ninety(90) days after the commencement, or any trustee, receiver, custodian or liquidator of said Party or of all or any substantial part of its properties is appointed without the consent or acquiescence of said Party, and such appointment is not vacated or stayed on appeal or otherwise within ninety(90) days after the appointment, or, within ninety(90) days after the expiration of any such stay, has not been vacated, provided that, notwithstanding the foregoing, the exercise of rights to take over operation of a Party's assets, or to foreclose on any of a Party's assets, by a secured creditor of such Party(including the appointment of a receiver or other representative in connection with the exercise of such rights) shall not constitute a Bankruptcy. 1.2 Clean Power Product— 100% Renewable power supply product offered to Participating Customers on an opt-in basis. 1.3 Commercially Reasonable - Any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known, or which in the exercise of due diligence, should have been known, at the time the decision was made, would have been expected in the industry to accomplish the desired result consistent with reliability, safety, expedition, project economics and applicable law and regulations, as defined in the Uniform Business Practices or without limitation in additional applicable law and regulations, provided that in no event shall increased costs or economic hardship be an excuse for not performing a Party's obligations under this ESA. 1.4 Community Choice—Municipal electricity procurement program, purchasing supply for the aggregated demand for all Eligible Customers within the Municipality. 1.5 Competitive Supplier - , a entity duly authorized to conduct business in the State of New York. Page 25 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 1.6 Consolidated Billing - A billing option that provides Participating Customers with a single bill issued by the Local Distribution Utility combining delivery and supply charges from the Local Distribution Utility and Competitive Supplier respectively. 1.7 Default Product—Traditional generation mix, meeting the minimum Renewable Portfolio Standards for electric power established by New York State. 1.8 Default Service— Supply service provided by the Local Distribution Utility to customers who are not currently receiving service from a Competitive Supplier. Residential and small commercial consumers within the Municipality that receive Default Service, and have not opted out, will be enrolled in the Program as of the Effective Date. 1.9 Delivery Term- The period for which prices for Full-Requirements Power Supply have been established, as set forth in Exhibit A. 1.10 Electronic Data Interchange (EDI) - The exchange of business data in a standardized format between business computer systems. 1.11 Effective Date - The date on which this ESA is executed by the Parties (to be determined by the later date, if the Parties execute on different dates). 1.12 Eligible Consumers - Residential, commercial, industrial, municipal, or other consumers of electricity who receive Default Service from the Local Distribution Utility as of the Effective Date, or "New Consumers" that subsequently become eligible to participate in the Program, at one or more locations within the geographic boundaries of the Municipality, except those consumers who receive Default Service and have requested not to have their account information shared by the Local Distribution Utility. For the avoidance of doubt, all Eligible Consumers must reside or be otherwise located at one or more locations within the geographic boundaries of the Municipality; as such boundaries exist on the Effective Date of this ESA. 1.13 ESA - This Electric Service Agreement. 1.14 Environmental Disclosure Label— Competitive Suppliers selling electricity are required to provide customers with periodic Environmental Disclosure Labels in plain language. It provides information on the types of fuels used to generate electricity, air emissions resulting from generating electricity, and a comparison of those emissions to a statewide average. 1.15 February Order—February 26, 2015 "Order Granting Petition in Part" issued by PSC in Case 14-M-0564, "Petition of Sustainable Westchester for Expedited Approval for the Implementation of a Pilot Community Choice Aggregation Program within the County of Westchester." 1.16 Force Majeure - Any cause not within the reasonable control of the affected Party which precludes that party from carrying out, in whole or in part, its obligations under this ESA, including, but not limited to, Acts of God; winds; hurricanes; tornadoes; fires; epidemics; Page 26 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) landslides; earthquakes; floods; other natural catastrophes; strikes, lock-outs or other industrial disturbances; acts of public enemies; acts, failures to act or orders of any kind of any governmental authorities acting in their regulatory or judicial capacity, provided, however, that any such discretionary acts, failures to act or orders of any kind by the Municipality may not be asserted as an event of Force Majeure by the Municipality; insurrections; military action; war, whether or not it is declared; sabotage; riots; civil or industrial disturbances or explosions. Nothing in this provision is intended to excuse any Party from performing due to any governmental act, failure to act, or order, where it was reasonably within such Party's power to prevent such act, failure to act, or order. Economic hardship of any Party shall not constitute an event of Force Majeure. 1.17 Full-Requirements Power Supply- The service under which the Competitive Supplier provides all of the electrical energy, capacity, reserves, and ancillary services, transmission services, transmission and distribution losses, congestion management, and other such services or products necessary to provide firm power supply at a fixed contract price including all those components regardless of changes in kWh usage or customer grouping during the contract term to Participating Consumers at the Point of Sale. 1.18 General Communications - The type of communications described and defined in Article 5.7 herein. 1.19 Governmental Authority- Any national, state or local government, independent system operator, regional transmission owner or operator, any political subdivision thereof or any other governmental,judicial, regulatory, public or statutory instrumentality, authority, body, agency, department, bureau, or entity, excluding the Municipality. 1.20 Governmental Rule - Any law, rule, regulation, ordinance, order, code, permit, interpretation,judgment, decree, or similar form of decision of any Governmental Authority having the effect and force of law. 1.21 kWh, kW- Kilowatt-hour and kilowatt, respectively. 1.22 Local Distribution Utility- A regulated electric corporation, or any regulated successor company(les) or entity(les) owning, operating or managing electric facilities for the purpose of distributing electricity to end users, or providing electricity distribution services in the Municipality. 1.23 Local Law—A local law or ordinance, adopted by Municipality according to General Municipal Law, which authorizes Municipality to join the Sustainable Westchester Community Choice pilot program. 1.24 Memorandum of Understanding—Binding agreement between Municipality and Program Manager authorizing Sustainable Westchester to administer the Program. Page 27 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 1.25 New Consumers - Residential, commercial, industrial, municipal, or other consumers of electricity that become Eligible Consumers after the Effective Date, including those that opt in or move into Municipality. 1.26 New Taxes - Any taxes not in effect as of the Effective Date enacted by a Governmental Authority or the Municipality, to be effective after the Effective Date with respect to Full- Requirements Power Supply, or any Governmental Rule enacted and effective after the Effective Date resulting in application of any existing tax for the first time to Participating Consumers. 1.27 NYISO - The New York Independent System Operator, or such successor or other entity which oversees the integrated dispatch of power plants in New York and the bulk transmission of electricity throughout the New York power grid. 1.28 Participating Consumers - Eligible Consumers enrolled in the Program, either because they are consumers who receive Default Service from the Local Distribution Utility as of the Effective Date and have not opted out, or are New Consumers. 1.29 Parties - The Municipality, the Program Manager, and the Competitive Supplier, as the context requires. In the singular, "Party" shall refer to any one of the preceding. 1.30 Point of Delivery- The boundary of the utility's electricity franchise, or the point at which the Competitive Supplier delivers the power to the Local Distribution Utility. 1.31 Point of Sale - The electric meter for each Participating Consumer's account, as designated by the Local Distribution Utility, such that all line loss costs are included in Competitive Supplier price to bring power to the meter. 1.32 Program- Sustainable Westchester Community Choice Aggregation Program. 1.33 Program Manager— Sustainable Westchester, Inc., a not-for-profit organization comprised of multiple municipalities in Westchester County of which the Municipality is a member, authorized by PSC to put out for bid the total amount of electricity being purchased by Participating Consumers. Program Manager is responsible for Program organization, administration, procurement, and communications, unless otherwise specified. 1.34 PSC or DPS - The New York State Public Service Commission or the New York State Department of Public Service acting as Staff on behalf of the PSC, or any successor state agency. 1.35 Regulatory Event—Implementation of a new, or changes to an existing, Governmental Rule by a Governmental Authority, including without limitation the Local Distribution Utility's tariffs, market rules, operating protocols and definitions, which have a material effect on the services and transactions contemplated by this ESA. A "change" as used herein includes without limitation any amendment, modification, nullification, suspension, repeal, finding of unconstitutionality or unlawfulness, or any change in construction or interpretation. 1.36 Retail Price - As set forth in Exhibit A. Page 28 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 1.37 Service Commencement Date - The date of the Participating Consumers' first meter read date after , or as soon as necessary arrangements can be made with the Local Distribution Utility thereafter. 1.38 Term- As defined in Article 4.1. 1.39 Uniform Business Practices—Regulations governing the business practices of utilities and Energy Services Companies with regards to service, billing, marketing, data, and customer rights. Issued by the New York State Public Service Commission(Case 98-M-1343), December 2015. ARTICLE 2 RIGHTS GRANTED 2.1 GENERAL DESCRIPTION AND LIMITATIONS Competitive Supplier is hereby granted the exclusive right to be the default provider of Full- Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply Full-Requirements Power Supply only to Participating Consumers enrolled in the plan or plans managed by the Program Manager, and the Local Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply Full-Requirements Service to those Participating Consumers located within the Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distribution Utility, and any arrangements which may be necessary with the NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Municipality shall specifically authorize the Local Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distribution Utility. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distribution Utility via EDI. If further action is required by the Local Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Page 29 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) Supplier in obtaining permission from such Eligible Consumers and/or the PSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local Distribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. 2.2 NO THIRD PARTY BENEFICIARIES Except as specifically provided in Section 15.11, this ESA does not and is not intended to confer any rights or remedies upon any person other than the Parties. This ESA facilitates rights under the February Order and Local Law for Eligible Consumers to purchase electricity from the Competitive Supplier in accordance with this ESA. The Municipality, or Program Manager in support of the Municipality, has the right, but not the obligation, to advocate on behalf of the Eligible Consumers interested in contracting for electric supply and on behalf of all Participating Consumers, unless otherwise prevented by law. 2.3 COMPLIANCE WITH LAWS Municipality specifically represents that it has exercised due diligence to review and have fully complied with all relevant regulations of the Attorney General of the State of New York and the New York Department of State in order to fulfill the requirements to enter into a Local Law. Competitive Supplier specifically represents that it has exercised due diligence to review and has fully complied with all relevant regulations, requirements, and orders of the Federal Energy Regulatory Commission("FERC"), NYISO, and PSC. 2.4 CONDITIONS PRECEDENT The Municipality's obligations under this ESA shall be conditioned upon the Competitive Supplier, fulfilling the following requirements: a) maintain Competitive Supplier's license from PSC (as such term is defined in the Local Distribution Utility's Terms and Conditions for Competitive Suppliers); b) execute any appropriate NYISO applications and agreements; c) obtain authorization from the FERC to sell power at market-based rates; d) complete EDI testing with Local Distribution Utility; and e) provide all other documentation required by the Local Distribution Utility If Competitive Supplier has not fulfilled all such requirements by the Service Commencement Date,then the Municipality may terminate this ESA without any liability from Municipality to the Competitive Supplier. 2.5 OWNERSHIP AND USE OF ELIGIBLE CONSUMER DATA Page 30 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) Competitive Supplier acknowledges that: 1) all Eligible Consumer data (including addresses, telephone numbers or other identifying information) made available to Competitive Supplier as an agent of Municipality for such data must be protected by the Competitive Supplier and its Associated Entities to the fullest extent possible under the law; 2) the Competitive Supplier does not hold any permanent right, title or interest in this data; and 3) this data is to be obtained, retained and used by the Competitive Supplier and its Associated Entities solely to provide Full- Requirements Power Supply to Participating Consumers and to render other services expressly required or permitted under this ESA. Any other use of Eligible Consumer data without the prior written consent of the Municipality is strictly prohibited. Pursuant to such authorized use, Competitive Supplier may share such Eligible Consumer data with third-party vendors as reasonably necessary to accommodate Competitive Supplier's provision of Full-Requirements Power Supply or other performance pursuant to this ESA (including, without limitation, collection of receivables), provided that Competitive Supplier will take reasonable measures to inform any such vendor of the confidential nature of such data and the restrictions set forth in this Article 2.5 and elsewhere in this ESA, and that any vendor or subcontractor is also bound by the terms and conditions of this ESA, especially those regarding data confidentiality and prohibition on non-permitted uses of data. Except as expressly provided in this ESA, and as otherwise permitted by law, Competitive Supplier and its Associated Entities shall not disclose any Eligible Consumer data to any third-party and Competitive Supplier and its Associated Entities shall take all Commercially Reasonable measures to protect Eligible Consumer data from access by, or beneficial use for, any third-party. To the extent that the provision of Full- Requirements Power Supply or other services under this ESA requires that Competitive Supplier and its Associated Entities have access to or make use of any Eligible Consumer data, Competitive Supplier and its Associated Entities shall treat such Eligible Consumer data as confidential information. Competitive Supplier may use Eligible Consumer data to engage in direct marketing only during the term of this ESA and subject to the terms set forth in Article 18.2. A violation of this Article 2.5 shall be grounds for termination under Article 4.2(a). Competitive Supplier agrees violation of this Article 2.5 shall constitute irreparable harm. ARTICLE 3 CONSUMER CHOICE, NOTIFICATION OF RIGHTS, ENROLLMENT 3.1 CONSUMER CHOICE The Parties acknowledge and agree that all Participating Consumers have the right, pursuant to February Order, Local Law, and the Program, to change their source of electricity supply, as set forth in Article 2.1. The Parties represent and warrant to each other that they shall not unreasonably interfere with the right of Participating Consumers to opt-out of the Program, and shall comply with any rules, regulations or policies of PSC, the Local Distribution Utility and/or other lawful Governmental Authority regarding the procedures for opting out or of switching from one source of electric supply to another. Notwithstanding the foregoing, however, the Parties may take Commercially Reasonable measures to encourage Participating Consumers to affirmatively agree to remain in the Program, consistent with any Governmental Rules. 3.2 NOTIFICATION TO NEW CONSUMERS OF OPT-OUT RIGHTS Page 31 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) Consistent with the requirements of any applicable Governmental Rules, and within a reasonable time after the Local Distribution Utility notifies Competitive Supplier of the existence of a New Consumer and has provided to Competitive Supplier such New Consumer's account number, service and billing address, and other pertinent contact information, Competitive Supplier shall notify such New Consumer (i) of the date on which such New Consumer will be automatically enrolled in the Program, and (ii) that the Competitive Supplier will be providing Full- Requirements Power Supply to such New Consumer as of the same date, subject to the opt-out provisions of the February Order, Local Law, and the Program("Opt-Out Notice"). The Opt-Out Notice shall be mailed to each such New Consumer prior to the date of automatic enrollment and shall: (i)prominently state all charges to be assessed by the Competitive Supplier; (ii) at a minimum, provide a summary of the prices and terms included in Exhibit A as well as fully disclose the prices and terms then being offered for Default Service by the Local Distribution Utility; (iii) state how such New Consumer may opt-out of the Program prior to enrollment and remain on Default Service from the Local Distribution Utility; and (iv) state how all Participating Consumers, subsequent to enrollment, will also have the right to opt-out at any time and return to Default Service or choose a new Competitive Supplier without paying a fee or penalty to Competitive Supplier. All such notices must be approved in advance by the Municipality. In providing the notifications set forth in this Article 3.2, and in otherwise conducting the activities in Article 3.4 below, the Competitive Supplier must rely upon information provided to it by the Local Distribution Utility for the purpose of performing its obligations. Competitive Supplier will not be responsible for any errors in connection with notification of Eligible Consumers only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local Distribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. 3.3 CONSUMER AWARENESS Upon mutual agreement concerning the content and method, either the Competitive Supplier, Municipality, or Program Manager may conduct consumer awareness efforts at its sole expense. 3.4 ENROLLMENT 3.4.1 Participating Consumers— While Participating Consumers may disenroll from the Program at any time with no fee or penalty, all Eligible Consumers as of the Effective Date will be enrolled in the Program under the terms of this ESA unless they opt-out during the 20-day period specified in the Local Law. The Municipality shall authorize the Local Distribution Utility to provide to Competitive Supplier or to an alternative designee of the Program Manager, a list of Participating Consumers as of the Effective Date, as well as such Participating Consumer's service and billing addresses, and any other information necessary for Competitive Supplier to commence Full-Requirements Power Supply to such Participating Consumers as of the Service Commencement Date. Page 32 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 3.4.2 New Consumers - If New Consumers elect not to opt-out of the Program as provided in Article 3.2, such New Consumers will be automatically enrolled by Competitive Supplier in the Program. Residential and small commercial New Customers shall be enrolled in the Program at the rates reflected in Exhibit A. All other New Consumers shall be enrolled at a fixed price determined by then—prevailing market conditions, as defined in Exhibit A. Competitive Supplier shall enroll such New Consumers in accordance with applicable PSC and Local Distribution Utility rules. 3.4.3 Eligible Consumers Opting Out - At any time during this ESA, Eligible Consumers who have previously opted out of the Program may request that they be enrolled or re-enrolled in the Program. Competitive Supplier shall provide Full-Requirements Power Supply to such Eligible Consumers at a price determined by the then-prevailing market conditions, as defined in Exhibit A. Following mutually agreed upon procedures, the Competitive Supplier is responsible for accurately and promptly transmitting information regarding Eligible Consumers, to the Local Distribution Utility. The Competitive Supplier shall be responsible for enrolling all Eligible Customers through EDI transactions submitted to the Local Distribution Utility for initial enrollment in the aggregation and all enrollments thereafter. 3.4.4 Consumers Served by Third-Parties - Consumers being served under other competitive supply programs offered by third-parties will not be automatically enrolled as Participating Consumers under this ESA when such program terminates or is otherwise completed. Competitive Supplier agrees that Consumers under such third-party competitive supply programs may affirmatively opt-in and receive Full-Requirements Power Supply. Residential and small commercial Consumers which opt-in shall be enrolled in the Program at the rates reflected in Exhibit A. All other Consumers that opt-in shall be enrolled at a price determined by the then- prevailing market conditions, as defined in Exhibit A. 3.4.5 Termination Fees. There shall be no termination fees for any residential, small commercial, or municipal Participating Consumers to disenroll from the Program. However, all other Participating Consumers (demand charge commercial or industrial Participating Consumers) may pay a termination fee specified in Exhibit A. ARTICLE 4 TERM OF CONTRACT AND TERMINATION 4.1 TERM This ESA shall commence on the Effective Date, provided, however, that Competitive Supplier's obligation to provide Full-Requirements Power Supply shall commence on the Service Commencement Date, and shall terminate with the Participating Consumers" first meter read date after , unless terminated earlier under Article 4.2 below ("Term"). 4.2 TERMINATION This ESA may be terminated at any time upon written notice: Page 33 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) a) by the Municipality, or the Competitive Supplier, if the other Party fails to remedy or cure any breach of any material provision or condition of this ESA (including, but not limited to, Article 2.5 and Article 9), but excluding the failure to provide or arrange for Full-Requirements Power Supply, which is addressed in Article 4.2(d)), within sixty(60) days following written notice to do so by the non-breaching party; or b) by the Municipality, or the Competitive Supplier, if any material provision or condition of this ESA be finally adjudged invalid by any court of competent jurisdiction, or if PSC exercises any lawful jurisdiction so as to invalidate or disapprove this ESA in whole or in significant part; or c) by the Municipality, i) if an order is entered against the Competitive Supplier approving a petition for an arrangement, liquidation, dissolution or similar relief relating to Bankruptcy or insolvency and such order remains unvacated for thirty(30) days; or (ii) immediately if the Competitive Supplier shall file a voluntary petition in Bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution relating to Bankruptcy, insolvency or other relief for debtors or shall seek, consent to, or acquiesce in appointment of any trustee, receiver, or liquidation of any of Competitive Supplier's property; or d) notwithstanding the foregoing, the failure of Competitive Supplier to provide or arrange for Full-Requirements Power Supply to Participating Consumers, in the absence of Force Majeure or the Municipality's failure to perform, shall constitute an act of default, and the Municipality may terminate this ESA upon giving written notice and without a cure period. In the event the Competitive Supplier has performed its obligations hereunder and its failure to arrange for or provide Full-Requirements Power Supply is a direct result of actions or non-actions by any transmission service provider, the Local Distribution Utility, or the NYISO, the Competitive Supplier's failure shall not be deemed to be an act of immediate default and would be subject to remedy or cure as provided in Article 4.2(a). 4.3 OBLIGATIONS UPON TERMINATION Following termination of this ESA, the Parties shall each discharge by performance all obligations due to any other Party that arose up to the date of termination of the ESA and Competitive Supplier shall continue to have the right to collect all monies due for services rendered to that date. The Competitive Supplier shall submit all consumer drops via EDI to the Local Distribution Utility in a form acceptable to the Local Distribution Utility. 4.4 EXTENSION The ESA may be extended beyond the termination date established in Article 4.1 by mutual, written agreement of the Parties. Any new pricing terms shall be added to and replace Exhibit A as Exhibit A-2. Upon any such extension, this ESA shall continue to be in effect, and all provisions of the ESA shall retain the same force and effect as before the extension, unless it is terminated by any Party pursuant to the provisions of Article 4.2 or until the date stated in such extension. ARTICLE 5 CONTINUING COVENANTS Page 34 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA. 5.1 STANDARDS OF MANAGEMENT AND OPERATIONS In performing its obligations hereunder, during the term of this ESA, the Competitive Supplier shall exercise reasonable care to assure that its facilities are prudently and efficiently managed; that it employs an adequate number of competently trained and experienced personnel to carry out its responsibilities; that it delivers or arranges to deliver an uninterrupted supply of such amounts of electricity to the Point of Delivery as are required under this ESA; that it complies with all relevant industry standards and practices for the supply of electricity to Participating Consumers; and that, at all times with respect to Participating Consumers, it exercises good practice for a Competitive Supplier and employs all Commercially Reasonable skills, systems and methods available to it. 5.2 CUSTOMER SERVICE ACCESS The Competitive Supplier agrees to provide, or cause to be provided, certain customer services to Participating Consumers. Such services shall be reasonably accessible to all Participating Consumers, shall be available during normal working hours, shall allow Participating Consumers to transact business they may have with the Competitive Supplier, and shall serve as a communications liaison among the Competitive Supplier, the Municipality, and the Local Distribution Utility. A toll-free telephone number will be established by Competitive Supplier and be available for Participating Consumers to contact Competitive Supplier during normal business hours (9:00 A.M.- 5:00 P.M. Eastern Time, Monday through Friday) to resolve concerns, answer questions and transact business with respect to the service received from Competitive Supplier. The Municipality will post program-related information on the Municipality's website which will be available to Participating Consumers for general information, comparative pricing, product, and service information, and other purposes. 5.3 RESPONDING TO REQUESTS FOR INFORMATION To the extent authorized by the Participating Consumer(s) and to the extent such individual permission is required by law, the Competitive Supplier shall, during normal business hours (as set forth above), respond promptly and without charge therefore to reasonable requests of the Municipality for information or explanation regarding the matters covered by this ESA and the supply of electricity to Participating Consumers. Competitive Supplier agrees to designate a service representative or representatives (the "Service Contacts") who shall be available for these purposes, and shall identify the office address and telephone number of such representative(s). Whenever necessary to comply with this Article 5.3, the Service Contacts shall call upon other employees or agents of the Competitive Supplier to obtain such information or explanation as may be reasonably requested. Nothing in this Article 5.3 shall be interpreted as limiting the obligation of the Competitive Supplier to respond to complaints or inquiries from Participating Consumers, or to comply with any regulation of PSC regarding customer service. Page 35 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 5.4 ARRANGING FOR FIRM FULL-REQUIREMENTS POWER SUPPLY Competitive Supplier shall participate in or make appropriate arrangements with NYISO, any relevant regional transmission organization, wholesale suppliers or any other entity to ensure an uninterrupted flow of firm Full-Requirements Power Supply to the Local Distribution Utility for delivery to Participating Consumers, and exercise all Commercially Reasonable efforts to cooperate with NYISO or any other entity to ensure a source of back-up power in the event that Competitive Supplier is unable to deliver Full-Requirements Power Supply to the Point of Delivery. In the event the Competitive Supplier is unable to deliver sufficient electricity to the grid to serve Participating Consumers, the Competitive Supplier shall utilize such arrangements and exercise all Commercially Reasonable efforts as may be necessary to continue to serve Participating Consumers under the terms of this ESA, and shall bear any costs it may incur in carrying out these efforts and obligations. Competitive Supplier shall not be responsible to the Municipality or any Participating Consumers in the event that,through no fault of the Competitive Supplier or its Associated Entities, the Local Distribution Utility disconnects, curtails or reduces service to Participating Consumers (notwithstanding whether such disconnection is directed by NYISO). 5.5 NON-DISCRIMINATORY PROVISION OF SERVICE Competitive Supplier shall supply electric energy to the Point of Delivery to all Participating Consumers on a non-discriminatory basis; provided, however, that those prices and other terms may vary in accordance with reasonably established rate classifications (e.g., residential, commercial, municipal, industrial) or by such other categories as appear in Exhibit A. To the extent applicable, Competitive Supplier's prices, terms and conditions shall be in accordance with the New York General Laws, the regulations of PSC, and other applicable provision of law. To the extent required by law and/or the conditions of any PSC approval of this ESA, the Competitive Supplier may not deny service to an Eligible or Participating Consumer for failure to pay the bills of any other electric company(whether engaged in the distribution, transmission, or generation of electricity) or of any other aggregator, marketer or broker of electricity, but may reasonably deny or condition new service, or terminate existing service, based upon any Participating Consumer's failure to pay bills from the Competitive Supplier, subject to any provisions of law or applicable PSC orders or regulations. Provision of electric energy supply shall be subject to Competitive Supplier's standard credit policies, to the extent permitted by law, as described in Exhibit A. In any event, should either Program Manager or Municipality actively achieve and document (e.g. to the satisfaction of the New York State Public Service Commission and the Utility) reduction in capacity tag buying obligations, Supplier will pay or distribute benefits from these tag reductions to Participating Consumer at the NYISO strip clearing price for the appropriate zone (H or I), in which the capacity tag reduction is certified by appropriate party. 5.6 APPROVAL OF GENERAL COMMUNICATIONS Competitive Supplier shall cooperate with the Municipality in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising Page 36 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) under or related to this ESA. Competitive Supplier shall, prior to sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication(collectively, "General Communications") to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), provide a copy of such General Communication to the Municipality and to Program Manager for its review to determine whether it is consistent with the purposes and goals of the Municipality and Program Manager. The Municipality or Program Manager shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Municipality, factually inaccurate or likely to mislead; provided, however: (i) that the communication shall be deemed approved if the Municipality and Program Manager fails to respond within seven(7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication(a) regarding any emergency situation involving any risk to the public health, safety or welfare; or(b) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of (a) above shall require approval. If the Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Municipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the Municipality, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier's notice to exercise or enforce its rights under the ESA or Customer Agreement, including but not limited to any notice of Force Majeure or Change in Law. 5.7 COMMUNICATION OF INSERTS AND MESSAGES Competitive Supplier agrees that if it communicates with Participating Consumers directly, and unless prevented for regulatory or other such reasons from doing so, it shall allow the Municipality or Program Manager to include no less than three (3) inserts per year into such communications, provided that the Municipality pays the cost of printing and reproducing such insert and any incremental postage or handling costs the Competitive Supplier may incur as a result of including such insert. Competitive Supplier shall have the right to disapprove such General Communications (that is communications other than those pertaining to the Municipality's demand-side management, energy efficiency programs and technology, and renewable energy programs, if applicable) and suggest revisions if it finds the communication inconsistent with its business interests, factually inaccurate or likely to mislead; provided, however: (i) that the communication shall be deemed approved if the Competitive Supplier fails to respond within seven(7) calendar days after receipt (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication which has been ordered by PSC, or any other Governmental Authority to be so communicated. 5.8 PARTICIPATING CONSUMER LISTS Page 37 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) To the extent not prohibited by any Governmental Rule or expressly by any Participating Consumer(s), the Competitive Supplier shall, upon request of the Municipality or of Program Manager, provide aggregate consumption information as the Municipality or Program Manager may request to the extent such information is available to Competitive Supplier. Competitive Supplier shall provide Participating Consumer lists in an electronic format reasonably acceptable to both Parties and with no more frequency than once a month, for customers who have agreed to have their personal information provided to Program Manager or to Municipality. 5.9 COMPLIANCE WITH LAWS The Parties shall promptly and fully comply with all existing and future Governmental Rules of all Governmental Authorities having jurisdiction over the activities covered by this ESA. 5.10 CONSENT Whenever performance of an obligation of any Party hereto requires the consent or approval of any Governmental Authority, such Party shall make Commercially Reasonable efforts to obtain such consent or approval. In the event the Competitive Supplier requests the Municipality's assistance in obtaining such consent or approval and the Municipality anticipates that it will incur costs in fulfilling the Competitive Supplier's request, it shall give the Competitive Supplier an estimate of such costs. Upon receiving the estimate, Competitive Supplier shall determine whether it will continue to request the Municipality's assistance, and if so, the Competitive Supplier shall reimburse the Municipality for all costs, up to the estimated dollar amount, reasonably incurred by the Municipality in connection with such efforts. ARTICLE 6 ROLE OF THE MUNICIPALITY Under this ESA, the Municipality shall not actually receive, take title to, or be liable for the supply or delivery of Full-Requirements Power Supply in any manner whatsoever. The Parties specifically agree that the role of the Municipality is established under February Order and Local Law and includes negotiating the terms and conditions under which Full-Requirements Power Supply will be provided by the Competitive Supplier under this ESA. It is the sole obligation of the Competitive Supplier to arrange for delivery of Full-Requirements Power Supply to Participating Consumers. The Parties agree that, with regards to electricity, Municipality is not a "public utility company" or providing any"public utility service" within the meaning of GML 360 and Article 4 of Public Service Law as a result of this ESA, unless a court, PSC, or other lawful authority shall adjudicate to the contrary; provided, however, that the Municipality may be considered to be operating a municipal load aggregation plan pursuant to February Order and Local Law. The Competitive Supplier hereby agrees that it will take no action, whether directly or through its Associated Entities, that would make the Municipality liable to any Participating Consumer due to any act or failure to act on the part of the Competitive Supplier or its Associated Entities relating to the delivery or supply of Full-Requirements Power Supply. Municipality shall conduct outreach to the community in addition to the program notification letter, which will be delivered at the Competitive Supplier's expense. Municipality will report on Page 38 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) their endeavors to Program Manager to inform residents on the Program and "non-demand charge" commercial businesses. In case of any doubt, Municipality shall retain final control of content related to all communications. ARTICLE 7 ROLE OF PROGRAM MANAGER 7.1 PROGRAM MANAGER DUTIES Pursuant to the Memorandum of Understanding, Sustainable Westchester Inc, as Program Manager, agrees to: a. Provide the involved agencies and parties, such as but not limited to the PSC or Local Distribution Utility, requested information about and documentation of the actions undertaken by the Municipality in furtherance of enabling participation in the Program; b. Prepare, or cause to be prepared, and provide the Municipality with requested and non- confidential information that the involved agencies and parties, such as but not limited to the PSC or Local Distribution Utility, provide to the Program Manager in furtherance of establishing the Program; c. Manage the energy procurement bidding process including the identification and notification of potential firms seeking to be Competitive Supplier, the Request for Proposals process from preparation of the content to the publication of the Request and management of firms responding to the Request, the preparation of the ESA that will be included in the Request, the acceptance and secure opening of the responses to the Request, and the organizing and procuring the independent reviews of the credit worthiness of the Competitive Supplier and the compliance of the Competitive Supplier's response with the Request and ESA, all in a manner that is transparent to the Municipality and firms seeking to be the Competitive Supplier; d. Should a compliant and credit worthy Competitive Supplier be selected, initiate all the necessary steps to secure the needed information to fulfill the customer notification requirements of the February Order, including but not limited to the following: "5. Sustainable Westchester, Inc., its municipal members, and any other municipal contractors receiving the personally identifiable information of utility customers shall agree to protect that information consistent with the discussion in the body of this Order, and shall submit their agreement to Department of Public Service Staff at the time the letter certifying authorization discussed in the body of this Order is submitted. 6. Sustainable Westchester, Inc. will file any Requests for Proposals, or Requests for Information, and similar documents, as well as any contracts entered into for energy supply, at the time they are issued." e. Manage the customer responses to the notification regarding "opt out" or Clean Power Product and deliver the resulting information in a timely manner to the Local Distribution Utility; f. Sign the ESA in a timely fashion including the conditions that the Competitive Supplier is deemed credit worthy for the duration of the ESA by an independent review of a qualified organization, such as an accounting firm, and the Competitive Supplier's response to the Energy Procurement Request for Proposals is deemed compliant with the terms and Page 39 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) conditions set forth in the ESA by an independent review of a qualified organization, such as an energy consulting firm; g. Provide the Municipality with the communications content to effect customer notification requirements for approval, not to be unreasonably withheld, given the projected schedule of Program's implementation; and h. Fulfill any other responsibilities as may reasonably adhere to facilitating the implementation of the Program, subject to the Program Manager's inherent and original role as an organization driven by the deliberated priorities of its constituent member municipalities. 7.2 PROGRAM MANAGER FEE Competitive Supplier shall pay Program Manager $0.001 for each kWh delivered, invoiced and paid for by Participating Consumers during the Term("Program Manager Fee" or "Fee"). The Parties agree that Competitive Supplier will remit the Program Manager Fee to the Program Manager, pursuant to the terms of this ESA. Competitive Supplier shall pass through such payments to Sustainable Westchester, Inc. for the duration of this ESA. This provision shall be binding upon the Parties and all permitted assigns and other successors-in-interest of the Parties. 7.3 PAYMENT OF FEE Payment to Program Manager will be made monthly by Automated Clearing House ("ACH") (an electronic network for financial transactions) to the account set forth in Exhibit C hereto, provided that Supplier has received payment with respect to the electricity used by the Participating Consumers. The Program Manager Fee shall be paid by the last business day of the month based on revenue collected by Supplier with respect to each Participating Consumer during the prior calendar month. For example, full payments received in January will be paid by the end of February. If Supplier has paid a past Fee in error(or the payment was based on information subsequently determined invalid), it may deduct from or add to future payments due under this ESA and provide explanation of the error in sufficient detail. Program Manager shall provide the Municipality with a reasonably detailed accounting not less than annually of the program impact, financial and other, including revenues received and expenses incurred on communication, administration and legal expenses. 7.4 INDEPENDENT CONTRACTOR The Parties agree that Program Manager is not an agent or employee of Supplier for any purpose. All expenses which are incurred by Program Manager in connection with this ESA shall be borne wholly and completely by Program Manager. Program Manager shall be responsible for all state, federal, and local taxes, including estimated taxes and social security and employment reporting for Program Manager or any employees or agents of Program Manager. ARTICLE 8 PRICES AND SERVICES; BILLING 8.1 SCHEDULE OF PRICES AND TERMS Page 40 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) Competitive Supplier agrees to provide Full-Requirements Power Supply and other related services as expressly set forth herein in accordance with the prices and terms included in Exhibit A to this ESA, which Exhibit is hereby incorporated by reference into this ESA. 8.2 OBLIGATION TO SERVE As between the Parties, Competitive Supplier has the sole obligation to obtain sources of supply, whether from generating facilities owned or controlled by its affiliates, through bilateral transactions, or the market, as may be necessary to provide Full-Requirements Power Supply for all of the Participating Consumers under the Program. Competitive Supplier, except as explicitly limited by the terms included in Exhibit A, shall be obligated to accept all Participating Consumers, regardless of their location or energy needs provided such Participating Consumers are eligible under the applicable regulations and tariffs of the Local Distribution Utility. 8.3 METERING The Local Distribution Utility will be responsible for any metering which may be required to bill Participating Consumers in accordance with the Local Distribution Utility's Terms and Conditions for Competitive Suppliers. 8.4 TERMS AND CONDITIONS PERTAINING TO INDIVIDUAL ACCOUNT SERVICE 8.4.1 Title Title to Full-Requirements Power Supply will transfer from Competitive Supplier to Participating Consumers at the Point of Sale. In accordance with the Local Distribution Utility's Terms and Conditions for Competitive Suppliers, the Competitive Supplier will be responsible for any and all losses incurred on the local network transmission systems and distribution systems, as determined by the Local Distribution Utility. 8.4.2 Billing and Payment Unless otherwise specified in an Exhibit to this ESA, all billing under this ESA shall be based on the meter readings of each Participating Consumer's meter(s) performed by the Local Distribution Utility. Competitive Supplier shall, or shall cause the Local Distribution Utility or any other entity, to prepare and mail bills to Participating Consumers monthly. If the Competitive Supplier arranges for the Local Distribution Utility to perform billing services, the Competitive Supplier shall adopt the billing and payment terms offered by the Local Distribution Utility to its Eligible Consumers on Default Service unless the Competitive Supplier otherwise agree. If actual meter date is unavailable, the Competitive Supplier may bill based on its good faith estimates of usage.. Any over-charge or under-charge will be accounted for in the next billing period for which actual meter data is available. 8.4.3 Regional and Local Transmission Page 41 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) The prices quoted in Exhibit A do not include current and future charges for distribution service costs collected by the Local Distribution Utility under its distribution service tariff or local transmission costs as may be imposed by NYISO or individual electric utilities that have FERC transmission tariffs. The Competitive Supplier understands that these costs will be collected by the Local Distribution Utility. If, in the future, Competitive Supplier becomes responsible for such distribution or transmission costs, Competitive Supplier shall be entitled to collect such costs from Participating Consumers to the extent permitted by any Governmental Rules. These costs are "pass through" costs as determined by the appropriate regulatory agencies. 8.4.4 Taxes All sales, gross receipts, excise or similar taxes imposed with respect to the sale or consumption of Full-Requirements Power Supply required to be collected by the Competitive Supplier shall be included on the Participating Consumer's bill and shall be remitted to the appropriate taxing authority by Competitive Supplier. Participating Consumers shall be responsible for all taxes that are customarily imposed upon a purchaser of electricity and are associated with electricity consumption under the ESA. Participating Consumers shall be responsible for identifying and requesting any exemption from the collection of any tax by providing appropriate documentation to Competitive Supplier. For avoidance of doubt, Competitive Supplier shall be responsible for all taxes imposed upon it as a supplier of electricity, including taxes on Competitive Supplier's income. ARTICLE 9 COMPLIANCE WITH THE FEBRUARY ORDER Competitive Supplier agrees that it, and its Associated Entities directly or indirectly involved in providing services or meeting the Competitive Supplier's obligations under the ESA, will comply with the applicable provisions of the February Order and any regulations, orders or policies adopted pursuant thereto. ARTICLE 10 SERVICE PROTECTIONS FOR RESIDENTIAL CONSUMERS Competitive Supplier agrees that it and its Associated Entities directly or indirectly involved in providing services or meeting the Competitive Supplier's obligations under the ESA shall comply with the provisions of the Uniform Business Practices, as applicable to Competitive Suppliers, and any amendments thereto, and any code of conduct or policies the PSC may adopt in accordance with the February Order and to all related Orders of Case 15020/14-M-0564, that Program Manager is required to adhere to notwithstanding any relief from the Uniform Business Practices offered by the PSC. The Competitive Supplier shall, on or before , provide a written, detailed description of its billing and termination procedures, customer services, confidentiality and related practices and procedures for approval by the Municipality(which approval shall not be unreasonably withheld). Such written description shall also include the Competitive Supplier's plans for protecting the rights and protections of Participating Customers under the Home Energy Fair Practices Act which requires that all utility customers be treated fairly with regard to application for service, customer billing, and complaint procedures. If the Participating Page 42 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) Consumer(s) so permit(s) or to the extent such permission is required by law or the terms of any PSC order with respect to this ESA, the Competitive Supplier agrees to provide notice to the Municipality of any consumer complaints received from a Participating Consumer, and the Municipality shall have the right, but not the obligation, to participate in resolution of the dispute, to the extent that such complaints relate directly to the Program, and to the extent permitted by PSC regulations and other applicable law. The failure to timely submit such written description, or the submission of practices and procedures which materially fail to comply with PSC regulations and policies, shall be deemed grounds for termination of this ESA, at the discretion of the Municipality after providing written notice of such failure to the Competitive Supplier and allowing the Competitive Supplier sixty(60) days to cure such failure. In addition, and in accordance with the Uniform Business Practices, in the event of a dispute regarding an invoice or Competitive Supplier's service, whether directly or through its Associated Entities, under this ESA, a Participating Consumer may initiate a formal dispute resolution process by providing written notice to the PSC. PSC will assist the parties in reaching a mutually acceptable resolution. If no such resolution is reached within 40 calendar days of receipt of the formal written notice, any party may request an initial decision from PSC. Parties may appeal this decision. ARTICLE 11 NON-DISCRIMINATION IN HIRING AND EMPLOYMENT Competitive Supplier agrees that it shall conduct its operations and activities under this ESA in accordance with all applicable state and federal laws regarding non-discrimination in hiring and employment of employees, and will require all Associated Entities to do the same. ARTICLE 12 POWER SUPPLY INFORMATION AND ACCESS TO INFORMATION 12.1 POWER SUPPLY INFORMATION 12.1.1 Quarterly Report of Sales Competitive Supplier shall provide the Municipality or its agent with a quarterly report of sales which will contain: (i) the actual aggregate kWh sales for each meter read of the reporting period and (ii) the number of Participating Consumer accounts active in each meter read of the reporting period. The quarterly report will be due to the Municipality or its agent within sixty(60) days following the close of each quarter (March 31, June 30, September 30, and December 31). The aggregate kWh sales and number of Participating Consumer accounts shall be listed in the report both by rate code and rate name as shown on Exhibit B attached hereto. This information shall be provided in electronic format. 12.1.2 Consumer-Related Data On and after the Service Commencement Date, Competitive Supplier will maintain consumer- related data in electronic form including utility account number, billing name, billing address, service address historical usage, demand, and ICAP (Installed Capacity) data. A violation of this Article 12.1.2 shall be grounds for termination under Article 4.2(a) unless such violation is due Page 43 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) to a system or reasonable administrative error and the Competitive Supplier demonstrates to the Municipality's satisfaction that such system or administrative error exists and that the Competitive Supplier is acting in good faith to resolve such issue. 12.1.3 Standard of Care Competitive Supplier and its Associated Entities shall use all Commercially Reasonable efforts in preparing and providing any information or data required under the ESA. To the extent that Competitive Supplier determines that any information or data provided hereunder is in error, it shall provide such information or data to the Municipality or its agent within a Commercially Reasonable time. 12.2 POWER SUPPLY REPORT Unless the Environmental Disclosure Label requirement is waived by PSC, within fifteen(15) days of the end of the quarter, Competitive Supplier shall present a copy of the current Environmental Disclosure Label required by PSC of all Competitive Suppliers to be disclosed to their Participating Consumers, which includes information pertaining to Competitive Supplier's power supply and a reasonably detailed description of the sources of Competitive Supplier's power supply used to serve Participating Consumers pursuant to this ESA, except to the extent such disclosure would violate any confidentiality obligations of Competitive Supplier. 12.3 BOOKS AND RECORDS Competitive Supplier shall keep their books and records in accordance with any applicable regulations or guidelines of PSC, FERC, and any other Governmental Authority. The Municipality will have access to any reports mandated by the Securities and Exchange Commission which are available on the Internet "EDGAR" system. Upon reasonable request by the Municipality and at the Municipality's expense, Competitive Supplier or its Associated Entities shall provide reasonable back up for any charge under this ESA questioned by the Municipality. 12.4 COPIES OF REGULATORY REPORTS AND FILINGS Upon reasonable request, Competitive Supplier shall provide to the Municipality a copy of each public periodic or incident-related report or record relating to this ESA which it files with any New York or federal agency regulating rates, service, compliance with environmental laws, or compliance with affirmative action and equal opportunity requirements, unless the Competitive Supplier is required by law or regulation to keep such reports confidential. T" Nlr ieipality infaffftatieff subjeet to the tefms of Aftiele 15. Competitive Supplier shall be reimbursed its reasonable costs of providing such copies. ARTICLE 13 RESOLUTION OF DISPUTES; CHOICE OF LAW AND FORUM 13.1 CHOICE OF LAW AND FORUM Page 44 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) This ESA and the rights of the Parties shall be interpreted and determined in accordance with the laws of the State of New York without respect to conflicts-of-laws principles. Any litigation arising hereunder shall be brought solely in the appropriate federal court in New York or appropriate state court sitting in the New York county in which the Municipality is located, to whose jurisdiction the parties hereby assent, waiving all objections to venue or forum. 13.2 DISPUTE RESOLUTION Unless otherwise provided for in this ESA, the dispute resolution procedures of this Article 13.2 shall be the exclusive mechanism to resolve disputes arising under this ESA. The Parties agree to use their respective best efforts to resolve any dispute(s)that may arise regarding this ESA. Any dispute that arises under or with respect to this ESA that cannot be resolved shall in the first instance be the subject of informal negotiations between the Parties involved in the dispute. The dispute shall be considered to have arisen when one Party sends the other Party(les) involved in the dispute a written notice of dispute. The period for informal negotiations shall be fourteen(14) days from receipt of the written notice of dispute unless such time is modified by written agreement of the Parties involved in the dispute. In the event that the parties involved in the dispute cannot resolve a dispute by informal negotiations, the Parties may seek judicial enforcement subject to the provisions of this ESA. Notwithstanding the foregoing, injunctive relief may be immediately sought without resorting to alternative dispute resolution to prevent irreparable harm that would be caused by a breach of this ESA. ARTICLE 14 INDEMNIFICATION 14.1 INDEMNIFICATION BY THE COMPETITIVE SUPPLIER In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager ("Indemnified Parties") and the Indemnified Parties' officials, officers, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys' fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with(i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Local Distribution Utility, the Municipality or its employees or agents, or(ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA. 14.2 NOTICE OF INDEMNIFICATION CLAIMS If the Municipality or Program Manager seeks indemnification pursuant to this Article 14, it shall notify Competitive Supplier of the existence of a claim, or potential claim as soon as Page 45 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) practicable after learning of such claim, or potential claim, describing with reasonable particularity the circumstances giving rise to such claim. 14.3 SURVIVAL Notwithstanding any provision contained herein, the provisions of this Article 14 shall survive the termination of this ESA for a period of two (2)years with respect to (i) any claims which occurred or arose prior to such termination and (ii) any losses occurring as a result of the termination. 14.4 DUTY TO MITIGATE Each Party agrees that they have a duty to mitigate damages and covenant that they will use Commercially Reasonable efforts to minimize any damages they may incur as a result of the other Party's performance or non-performance of this ESA. ARTICLE 15 REPRESENTATIONS AND WARRANTIES 15.1 BY THE COMPETITIVE SUPPLIER As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Municipality as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Municipality in conformance with the terms and conditions of this ESA, subject to Bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and Page 46 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate. 15.2 BY THE MUNICIPALITY As a material inducement to entering into this ESA, the Municipality hereby represents and warrants to Competitive Supplier as of the effective date of this ESA as follows: a) this ESA constitutes the legal, valid and binding contract of the Municipality enforceable in accordance with its terms, subject to applicable law; b) the execution, delivery and performance of this ESA are within the Municipality's powers, have been or will be duly authorized by all necessary action; c) Municipality has all authorizations from local Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; and d) no Bankruptcy is pending or threatened against the Municipality; 15.3 BY THE PROGRAM MANAGER As a material inducement to entering into this ESA, the Program Manager hereby represents and warrants to Competitive Supplier as of the effective date of this ESA as follows: a) this ESA constitutes the legal, valid and binding contract of Program Manager enforceable in accordance with its terms, subject to applicable law b) the execution, delivery and performance of this ESA are within Program Manager's powers, have been or will be duly authorized by all necessary action; c) Program Manager has all authorizations from any local or state Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; and d) no Bankruptcy is pending or threatened against Program Manager. ARTICLE 16 INSURANCE 16.1 In order to help support the indemnifications provided in Article 14, and its other promises and covenants stated herein, Competitive Supplier shall secure and maintain, at its own expense, before the Effective Date and throughout the term of this ESA, unless otherwise specified, commercial general liability insurance of at least $1,000,000 combined single limit and excess liability coverage of at least $3,000,000 with insurers licensed to do business in the State of New York and satisfactory to the Municipality. A certificate that each such insurance coverage is in force and effect, and listing the Municipality as an additional insured on all policies, shall be submitted on or before the Effective Date and thereafter whenever renewed or requested by the Municipality. All insurers must be notified that the insurance policies must provide that a copy of any notice of cancellation or non-renewal will be sent to the Municipality. Page 47 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) 16.2 With respect to any of the insurance policies provided by the Competitive Supplier pursuant to these requirements which are "claims made" policies, in the event at any time such policies are canceled or not renewed, the Competitive Supplier shall provide a substitute insurance policy with terms and conditions and in amounts which comply with these requirements and which provides for retroactive coverage to the date of the cancellation or non- renewal of the prior "claims-made" policy. With respect to all "claims made" policies which have been renewed, the Competitive Supplier shall provide coverage retroactive to the Effective Date under this ESA. All said substitute or renewed "claims made" policies shall be maintained in full force and effect for three (3) years from the date of the termination of the ESA. 16.3 Competitive Supplier, to the extent required by law, must provide worker's compensation insurance meeting all applicable state and federal requirements. ARTICLE 17 REGULATORY EVENT/NEW TAXES 17.1 REGULATORY EVENT If a Regulatory Event occurs, the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If a Regulatory Event affects Competitive Supplier and Competitive Supplier incurs excess costs as a result thereof, such amount shall be allocated to and collected from Participating Consumers on a per kWh basis through applicable monthly invoice(s), or at the sole discretion of Municipality or Program Manager, this ESA may be terminated under Article 4.2. 17.2 NEW TAXES If any New Taxes are imposed for which Competitive Supplier is responsible, the amount of such New Taxes shall be allocated to and collected from Participating Consumers through applicable monthly invoice(s). ARTICLE 18 MISCELLANEOUS 18.1 NO ASSIGNMENT WITHOUT PERMISSION Other than in connection with a sale of all or substantially all of its competitive electric supply business related to this ESA, or to an affiliate of Competitive Supplier, Competitive Supplier shall not assign this ESA or any of its rights, obligations and privileges under this ESA without the prior written approval of the Municipality. Such approval may be denied at the reasonable discretion of the Municipality, including if the proposed assignee does not have the experience and financial ability to fulfill all obligations of the Competitive Supplier in the ESA. Notwithstanding the above, any assignment, of this ESA by the Competitive Supplier, whether as the result of the sale of all or substantially all of the Competitive Supplier's business related to this ESA or otherwise, shall be subject to the following requirements: (i) Competitive Supplier shall provide the Municipality with notice of the proposed assignment at least 120 days prior to such assignment: (ii) Competitive Supplier's assignee shall agree in writing to be bound by the terms and conditions of this ESA; and (iii) Competitive Supplier and such assignee shall, at least Page 48 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) ninety(90) days in advance of any assignment, reasonably demonstrate to Municipality that assignee has the experience and financial ability to fulfill all obligations of the Competitive Supplier in the ESA. The Municipality or Program Manager may assign this ESA without the prior consent of Competitive Supplier provided that the proposed assignee has at least the same financial ability as the Municipality or Program Manager and such assignment would not materially impair the rights and interests of Competitive Supplier under this ESA. The rights and obligations created by this ESA shall inure to the benefit of, and be binding upon, the successors and permitted assigns of, the respective Parties hereto. 18.2 DIRECT MARKETING Prior to the introduction of any new product or service which Competitive Supplier may wish to make available to Participating Consumers or other Eligible Consumers located within the Municipality, Competitive Supplier agrees to (i) give the Municipality written notice of such new product or service and (ii) subject to the entry into reasonable confidentiality terms to the extent permitted by law and mutually acceptable to the Parties, discuss with the Municipality the possible inclusion of such new product or service in this or another aggregation program undertaken by the Municipality. Competitive Supplier also agrees not to engage, whether directly or through any of its Associated Entities, in any direct marketing to any Participating Consumer that relies upon Competitive Supplier's unique knowledge of, or access to, Participating Consumers gained as a result of this ESA. For the purposes of this provision, "direct marketing" shall include any telephone call, mailing, electronic mail, or other contact between the Competitive Supplier and the Consumer. Programs of the Competitive Supplier that do not rely on unique knowledge or access gained through this ESA will not constitute such "direct marketing." 18.3 NOTICES All notices, demands, requests, consents or other communications required or permitted to be given or made under this ESA shall be in writing and addressed to: If to Competitive Supplier: If to Municipality: Page 49 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) and if to Program Manager: Executive Director Sustainable Westchester Inc c/o Village Manager of Ossining 16 Croton Avenue Ossining NY 10562 Notices hereunder shall be deemed properly served (i) by hand delivery, on the day and at the time on which delivered to the intended recipient at the address set forth in this ESA; (ii) if sent by mail, on the third business day after the day on which deposited in the United States certified or registered mail, postage prepaid, return receipt requested, addressed to the intended recipient at its address set forth in this ESA; or(iii) if by Federal Express or other reputable express mail service, on the next business day after delivery to such express mail service, addressed to the intended recipient at its address set forth in this ESA. Any party may change its address and contact person for the purposes of this Article 18.3 by giving notice thereof in the manner required herein. 18.4 CHANGES IN EMERGENCY AND SERVICE CONTACT PERSONS In the event that the name or telephone number of any emergency or service contact for the Competitive Supplier changes, Competitive Supplier shall give prompt notice to the Municipality in the manner set forth in Article 18.3. In the event that the name or telephone number of any such contact person for the Municipality changes, prompt notice shall be given to the Competitive Supplier in the manner set forth in Article 18.3. 18.5 ENTIRE ESA; AMENDMENTS This ESA constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings between the Parties relating to the subject matter hereof. This ESA may only be amended or modified by a written instrument signed by all Parties hereto. 18.6 FORCE MAJEURE If by reason of Force Majeure any Party is unable to carry out, either in whole or in part, its obligations herein contained, such Party shall not be deemed to be in default during the Page 50 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) continuation of such inability, provided that: (i)the non-performing Party, within two (2) weeks after the occurrence of the Force Majeure, gives the other Party hereto written notice describing the particulars of the occurrence; (ii) the suspension of performance be of no greater scope and of no longer duration than is required by the Force Majeure; (iii) no obligations of the Party which were to be performed prior to the occurrence causing the suspension of performance shall be excused as a result of the occurrence; and (iv) the non-performing Party shall use Commercially Reasonable efforts to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its obligations. If(i) an event of Force Majeure caused by any strikes, lockouts or other industrial disturbances involving Competitive Supplier or its Associated Entities continues for a period of thirty(30) days or longer, or(ii) an event of Force Majeure arising from any other cause continues for a period of one hundred eighty(180) days or longer, any Party may terminate this ESA by sending the other Party a written notice as set forth in Article 4.2; provided, however, that the same shall not constitute a default under this ESA and shall not give rise to any damages. Additionally, Competitive Supplier shall submit all consumer drops via EDI to the Local Distribution Utility in accordance with the rules and regulations set forth by the EBT Working Group. 18.7 EXPENSES Each Party hereto shall pay all expenses incurred by it in connection with its entering into this ESA, including without limitation, all of its attorney's fees and expenses. 18.8 NO JOINT VENTURE Each Party will perform all obligations under this ESA as an independent contractor. Nothing herein contained shall be deemed to constitute any Party a partner, agent or legal representative of the other Party or to create a joint venture, partnership, agency or any relationship between the Parties. The obligations of the Municipality and the Competitive Supplier hereunder are individual and neither collective nor joint in nature. 18.9 JOINT WORK PRODUCT This ESA shall be considered the work product of all Parties hereto, and, therefore, no rule of strict construction shall be applied against any Party. 18.10 COUNTERPARTS This ESA may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single agreement. 18.11 WAIVER No waiver by any Party hereto of any one or more defaults by any other Party in the performance of any provision of this ESA shall operate or be construed as a waiver of any future default, whether of like or different character. No failure on the part of any Party hereto to complain of any action or non-action on the part of any other Party, no matter how long the same may Page 51 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) continue, shall be deemed to be a waiver of any right hereunder by the Party(les) so failing. A waiver of any of the provisions of this ESA shall only be effective if made in writing and signed by the Party who is making such waiver. 18.12 ADVERTISING LIMITATIONS Competitive Supplier agrees not to use, whether directly or through any of its Associated Entities, the name of the Municipality, or make any reference to the Municipality in any advertising or other information to be distributed publicly for marketing or educational purposes, unless the Municipality expressly agrees to such usage. Any proposed use of the name of the Municipality must be submitted in writing for agreement and prior approval. The Municipality acknowledges that the Competitive Supplier's corporate affiliates own the exclusive right to the trademarked logo and trade name used by Competitive Supplier. No right, license or interest in this trademark and/or trade name is granted to the Municipality hereunder, and the Municipality agrees that it shall not assert any right, license or interest with respect to such trademark and/or trade name. 18.13 PRESS RELEASES The Parties agree to cooperate in good faith prior to the issuance of any formal press release with respect to this ESA, such cooperation to include agreement as to the form, substance and timing of such formal press release. 18.14 HEADINGS AND CAPTIONS The headings and captions appearing in this ESA are intended for reference only, and are not to be considered in construing this ESA. 18.15 SURVIVAL OF OBLIGATION Termination of this ESA for any reason shall not relieve the Municipality or the Competitive Supplier of any obligation accrued or accruing prior to such termination. 19 REMEDIES 19.1 GENERAL Subject to the limitations set forth in Article 18.19.2 below and Article 4, the Municipality and the Competitive Supplier reserve and shall have all rights and remedies available to each of them at law or in equity with respect to the performance or non-performance of the other Party hereto under this ESA. 19.2 LIMITATIONS NO PARTY HERETO SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER Page 52 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT. Notwithstanding the foregoing, each Party acknowledges that the preceding sentence shall not limit the other Party's rights to seek direct damages or, under Article 14.1, to seek indemnification from Competitive Supplier for consequential, punitive, or incidental damages or other such losses claimed by third- parties subject to an aggregate limit of$[ ] on Competitive Supplier's indemnification obligation pursuant to this provision. //Signatures Follow// Page 53 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) IN WITNESS WHEREOF, the Parties have caused this ESA to be executed by their duly authorized representatives, as required by the applicable laws of the city, town or municipality and the laws, rules and regulations of the State of New York, as of the respective dates set forth below COMPETITIVE SUPPLIER By: Name: Title: Address: Dated: MUNICIPALITY By: Name: Title: Address: Dated: PROGRAM MANAGER By: Name: Title: Address: Dated: Page 54 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) EXHIBIT A-Part 1 PRICES AND TERMS SUSTAINABLE WESTCHESTER COMMUNITY CHOICE AGGREGATION PROGRAM DEFAULT PRODUCT Full-Requirements Price by Rate Classification for all Participating Consumers commencing service on the first Consumer meter-read date after Rate Class Price per kWh Residential Small Commercial Large Commercial & Industrial [Final Prices will be determined prior to the beginning of the respective pricing periods] Terms for System Supply Service Term: The Price and Terms stated on this Exhibit A will commence on the first Consumer meter read date after and continue until the first Consumer meter read date after , unless this ESA is sooner terminated in accordance with Article 4.2 of this ESA. Start-Up Service Date: Full-Requirements retail power supply will commence at the prices stated above as of Participating Consumer's first meter read dates after Renewable Energy in System Supply: The Competitive Supplier shall include Renewable Energy and Renewable Energy Certificates in the Full-Requirements Power Supply mix in an amount equal to New York State's Renewable Portfolio Standards in a manner designated by New York State. Term: The period of delivery of Full-Requirements Power Supply shall be consistent with the provisions of Article 4 and Exhibit A of this ESA. Termination Fee: Demand charge commercial and industrial Participating Customers that have opted in to the Program may pay a termination fee of$ if they choose to disenroll from the Program(see Article 3.4.5). Eligible Consumer Opt-Out: Participating Consumers are free to opt-out of the Program utilizing established EDI drop protocols. Participating Consumers are to provide five (5) days notice to the Competitive Supplier of such termination and Competitive Supplier will notify Local Distribution Utility to resume service as soon as possible after such notification. There are no fees or charges for Participating Consumers to opt-out or terminate service. Page 55 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) Competitive Supplier's Standard Credit Policy: The Competitive Supplier will not require a credit review for any consumer participating in the Program, nor will Competitive Supplier require any consumer to post any security deposit as a condition for participation in the Program. The Competitive Supplier may terminate service to a Participating Consumer and return such consumer to Default Service in the event that the consumer fails to pay to Competitive Supplier amounts past due greater than sixty(60) days. Participating Consumers who opt into the Program after the first Consumer meter-read date referred to above shall be served at a price of$ plus the applicable adder for each rate class outlined below. Rate Class Adder per kWh Residential Small Commercial Large Commercial & Industrial Page 56 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) EXHIBIT A-Part 2 PRICES AND TERMS SUSTAINABLE WESTCHESTER COMMUNITY CHOICE AGGREGATION PROGRAM 100% RENEWABLE CLEAN POWER PRODUCT Full-Requirements Price for 100% Renewable Power Supply by Rate Classification for all Participating Consumers commencing service on the first Consumer meter-read date after Rate Class Price per kWh Residential Small Commercial Large Commercial & Industrial [Final Prices will be determined prior to the beginning of the respective pricing periods] Terms for System Supply Service Term: The Price and Terms stated on this Exhibit A will commence on the first Consumer meter read date after and continue until the first Consumer meter read date after , unless this ESA is sooner terminated in accordance with Article 4.2 of this ESA. Start-Up Service Date: 100% Renewable Full-Requirements retail power supply will commence at the prices stated above as of Participating Consumer's first meter read dates after Renewable Energy in System Supply: The Competitive Supplier shall include Renewable Energy and Renewable Energy Certificates in the Full-Requirements Power Supply mix in an amount equal to 100% of all power supplied under this exhibit. Term: The period of delivery of 100% Renewable Full-Requirements Power Supply shall be consistent with the provisions of Article 4 and Exhibit A of this ESA. Termination Fee: Demand charge commercial and industrial Participating Customers that have opted in to the Program may pay a termination fee of$ if they choose to disenroll from the Program(see Article 3.4.5). Eligible Consumer Opt-Out: Participating Consumers are free to opt-out of the Program utilizing established EDI drop protocols. Participating Consumers are to provide five (5) days notice to the Competitive Supplier of such termination and Competitive Supplier will notify Distribution Utility to resume service as soon as possible after such notification. There are no fees or charges for Participating Consumers to opt-out or terminate service. Page 57 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) Competitive Supplier's Standard Credit Policy: The Competitive Supplier will not require a credit review for any consumer participating in the Program, nor will Competitive Supplier require any consumer to post any security deposit as a condition for participation in the Program. The Competitive Supplier may terminate service to a Participating Consumer and return such consumer to Default Service in the event that the consumer fails to pay to Competitive Supplier amounts past due greater than sixty(60) days. Participating Consumers who opt into the Program after the first consumer meter-read date referred to above shall be served at a price of$ plus the applicable adder for each rate class outlined below. Rate Class Adder per kWh Residential Small Commercial Large Commercial & Industrial Page 58 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) EXHIBIT B TEMPLATE KWH SALES AND CONSUMER ACCOUNTS DATA SUMMARY Rate Code Rate Name Municipality # of Default Accounts of Eligible Consumers kWh January February March April May June July August September October November December Page 59 of 60 Community Choice Aggregation Memorandum of Understanding (last rev. Jan 4, 2016) EXHIBIT C PAYMENT SCHEDULE PROGRAM MANAGER MUNICIPALITY SUPPLIER GENERAL GENERAL GENERAL INFORMATION INFORMATION INFORMATION Contact Name: Contact Name: Contact Name: Telephone Number: Telephone Number: Telephone Number: E-mail Address: E-mail Address: E-mail Address: CONSULTANT LEGAL SUPPLIER LEGAL NOTICE ADDRESS MUNICIPALITY LEGAL NOTICE ADDRESS NOTICE ADDRESS ATTN: ATTN: ATTN: Address: Address: Address: City, State Zip: City, State Zip: City, State Zip: Facsimile: Facsimile: Facsimile: CONSULTANT BANK INFORMATION FOR PAYMENTS BY ACH Bank Name: Bank Routing Number: Bank Account Number: Federal ID: Page 60 of 60 ■ Mme_ • 1 I I ` V/ 0 V ll -1 0 - - -- - 0 - VI 0 144010F 0 / \VNano I \` / 1 r SII WESTCHESTER MIKE GORDON , CO-CHAIRMAN SUSTAINABLE WESTCHESTER APRIL 28 , 2015 RYE BROOK VILLAGE HALL How e electricity g natural as Electric generating companies and gas producers compete . • • against one another I to sell electricity and gas in New York. • • Your UTILITY company is responsible for the delivery of electricity and gas safety and reliably to your home or busi- ness.using existing wires and pipes. V ses sse ee s""' ESCOs arrange They also fix power with your utility for lines and gas pipes delivery of electricity if there is an outage and gas to your home or a storm.regard- or business through less of your energy • - / I supplier. I the utility's existing 11I- wires and pipes. ) ENERGY SERVICE COMPANIES(ESCOs) compete to sell you electricity,gas,or both.as CUSTOMERS HAVE A CHOICE. • • well as other related services such as energy J.LLLLL You can buy your electricity or gas efficiency programs,appliance maintenance supply from competing ESCOs,or and repair,and providing Green Power. continue to buy from your UTILITY. - a RESTRUCTURING IN NEW YORK OPPORTUNITIES CHALLENG "..: Residential consumers Low conversion (~25%) free to buy power and Inconsistent savings gas from private Pay extra for fixed rates suppliers (ESCO) Aggressive sales tactics Rate competition Individual consumers Access to renewable lack buying power energy Ambiguity susrarvneLE wesmk+EsTE' OVERWHELMED WITH CHOICE R SIR Direct w . fwcang 'r J* CIA Energy forth AmerPower N-19 spark energy ��O 0 11A cc� �,,, conEdison NYSEG � - ..,,, Inspire Constellation An Ezelon l,ampany justenergy � FRONTIER �� UTILITIES Indian Point I c 4\ , iii. . �. MOST NY CONSUMERS (75%) HAVE NOT OPTED TO SWITCH SUPPLIERS UNCERTAINTY OVER FUTURE OF INDIAN POINT UNCERTAINTY OVER FOSSIL FUEL PRICES UNCERTAINTY OVER FRACKI NG BUSINESS AS USUAL SUSTAINABLE WESTCHESTEP sem;swinj How Local Energy Aggregation Wor s Local Energy Aggregation Network (LEAN) i source delivery customer V V V CCA UTILITY YOU buying and building delivering energy, benefitting from electricity supply maintaining lines, affordable rates, billing customers local control, cleaner ener Vertical Integration Community Choice (investor-owned utility) Aggregation Municipalization IOU PURCHASES POWER CI SES POTER r PUR ASES P01 R IOU MAINTAINS IOU MAINTAINS MUNI MAINTAINS TRANSMISSION TRANSMISSION TRANSMISSION LINESMA LINES LINES IOU PROVIDES '4)"E IOU PROVIDES MUNI PROVIDES CUSTOMER S CUSTOMER SERVICE C.11 UMSMY1 OWER BILL STABLE RATES Local Energy I Aggregation , POWER IN NUMBERS Network (LEAN) POWER PURCHASING REFLECTS COMMUNITY PRIORITIES (E.G. I I RENEWABLES, NO NUCLEAR) CCA HANDLES ADMINISTRATION (NOT MUNICIPALITY) REINVESTMENT IN COMMUNITY ENERGY RESOURCES (SOLAR, MICROGRIDS, EFFICIENCY) 0 COMMUNITY CHOICE SUSTAJNABLE WESTCHESTEr it ' served5 m ion customers CCAs r __ In 1300 municipalities and 7 states WA MT ND mann J1�New �`� _ v7 1 clean Vll} enemy ***�* Local NH lll/// rellable.reneo.. CLEAN POWER 1Clean jg JWPEC NY V WY VOTE YES FOR ENERGY CHOICE CTS clean powerchicago.org NE 'P Cape Light - MD t of Compact 0 WV (LEAN = -.-,Dc Your choice. Yourpower. CINCINNATI = �� CK 7W A.Z NM SC Ms AL GA i TX. LA FIL CCA Status - State CCA Status - City/County � Active 11 Limi;ed ° Established 11 ° In Progress Under Consideration • Under Consideration El None Local Power Inc. Copyright (C) 2014 Local Power. Table 8. Overview of CCA Programs Offering Renewable Energy NREL 2014 Renewable Electricity Estimated Annual Location Energy Type of Start Premium and/or Customer Sales of ProductContent in Renewables Date Savings Accounts Renewable Energy Illinois —7,800,000 communities 2010- -2,100,000 (excluding 25%-100% Varies 2014 Varies (NREL (NREL Chicago)a estimate) estimate) Marin Wind, Hydro, 100% is $0.01/kWh County, CA 50% or 100% Biomass/landfill 2010 extra 125,442 1,072,156 gas, Solar Cincinnati, 100% Hydro, Wind, 2012 7% savings 66,751 467,282 OH Solar Cleveland, 100% Wind, Hydro 2013 21% savings 63,254 253,766 OH 33% CleanStart 4-5% Geothermal, savings; Sonoma (CleanStart) 154,000+ 1,750,000 Count CA or 100% biomass and 2014 EverGreen County, biogas, wind $0.035/kWh premium (2015) (2015) (EverGreen) over CleanStart $0.009/kWh to Cape Cod o o Hydro, Solar, $0.016/kWh, and Martha's 50% or 100/o Wind 2002 depending on —1,000 6,700 Vineyard, MA customer class and usage Local PV Lancaster, incorporated Solar 2013 —10% savings —2,900 Not available MA into product mix Lowell, MA 100% Hydro, Solar, 2014 8-10% savings 31,000 Not available Wind 2013 totals a Chicago's municipal aggregation has around 750,000 accounts, for an estimated 110,000 MWh of renewable energy sales. We do not include it in our summary table because the supply contains only 5% renewable energy. OPT-OUT MAKES ALL THE DRE �ATION RATE FOR OPT-OUT CCA WITH RENEWABLE OPTIONS : 75% HIGHEST PARTICIPATION RATE FOR OPT-IN UTILITY GREEN POWER PROGRAM : -25% ALL CCA PROGRAMS ON PREVIOUS SLIDE OPERATE ON OPT-OUT BASIS IMPOSSIBLE FOR AGGREGATOR TO NEGOTIATE SAME LOW RATES WITH OPT-IN ALREADY HAVE TO OPT OUT OF REGULATED MARKET REQUIRED TO GIVE CUSTOMERS MULTIPLE NOTIFICATIONS AND OPPORTI, T OUT opt pUt OPT-OUT PROCEDURE IS PAIN Opt /,, susranue� WESTCHESTEP CCA FOR WESTCHESTER TOWNS Enabled by State Legislation NY DIPS : only rule-making is required Sustainable Westchester authorized to implement pilot Local governments free to pass resolution waiting on Solicitor General Opinion on whether referendum is necessary Municipalities would enter into tri-party agreement Utilities as delivery and billing partners Existing regulations and environmental mandates apply No taxpayer funding required susrarvneLE wesmk+Es�� L/LN:tLS w-� VALUE FOR WESTCHESTER T sK�eks<«�C'MgKS �M �R� Re�s�f�`� Climate change action Save residents • - • - Pia ''ATnw:�s t�a'wI�wN,d t.111n P Localized energyresourcesNY sBR�'ar�F��p��P�aNK�,�t► Prize competition G[liFr 9/9 iyliN�� Energy efficiency/demand respo rN�11a�°R�Eh��s� +eVinc�tlRG I�gRy� Community solar Community resilience grids EDpI H ALS o�IoeA��F`�PsE eR rErRE3t61� R�g�cp Local • local • • aM! Redirect administrative fees local reinvestment, not Albany Credit: Tax relief SUSTAMBLE CCA FOR WESTCHESTER RESIDENTS N.: I JAI Lower bills Stable rates:,y � �iiiia �_ ; Opt-out -:- phone cal or return postage paid postcar � Net metering (solar credits) not affected Residents currently with ESCO must opt-in Single bill from distribution utility New opportunities for local generation and efficiency rebates/incentives existing NYSERDA incentives (i .e . PACE) not srarvneLE affected "`�"E�� OLJOTfMXIIINfAMXBLE WE SPTbG t STE successful bids must offer either: variable rates, with guaranteed savings fixed rates, beating 12mo trailing average bids will be evaluated on: lowest rates fixed rate term length ' carbon-free, nuclear-free optio ESCO can offer hybrid options ' ,l Aggregates data (from utility by way municipality) ' Provides additional customer service'" Reports back to PSC annually Reports comparable rates to PSC and municipalities Potential to finance local energy resources and incentive programs SUsTa MBLE Collects $.001 /kWh for administration costs s"N aTr4�+tE)ir"L-;rORWrAPMDable Westchester to orient Board 2 . Referendum? 3 . Board draft resolution to join CCA 4 . Pass resolution 5 . Request aggregated consumption data from utility (form letter) 6 . When received , send data to Sustainable Westchester) 7 . Sustainable Westchester will draft and release RFP 8 . Best bid will be selected for gas and electric 9 . Communication and outreach to inform residents of opportunity (emails, public hearings , fliers in SUSTAINABLE bills) "'ESTC"E�: January 12, 2016 R- 3 RESOLUTION CONSIDERING THE APPROVAL OF MINUTES: DECEMBER 15, 2015 NOW, THEREFORE BE IT RESOLVED, that the Village of Rye Brook Board of Trustees hereby certifies the approval of the minutes for the meeting held on December 15, 2015.