City Hall, 209 S. Main Street Marysville, 43040-1641 (937) 645-7350 FAX (937) 645-7352 www.marysvilleohio.org

Board of Control Minutes April 8, 2019

Attendance City Manager/Board of Control Member Terry Emery; Mayor/Board of Control Member J.R. Rausch; Finance Director/Board of Control Member Justin Nahvi; Law Director Tim Aslaner; Public Service Director Mike Andrako; Senior Executive Assistant Anna Krutowskis.

Call to Order Mr. Emery called the meeting to order at 9:45 a.m.

Approval of Board of Control Minutes Mr. Rausch made a motion to approve minutes from the Board of Control meeting held on March 28, 2019. The motion passed unanimously.

Commercial Energy Sales Agreement Mr. Andrako made a recommendation to utilize Champion Energy Services, LLC for a thirty-six month contract term beginning December 30, 2019. Mr. Nahvi made a motion to enter the Commercial Energy Sales Agreement with Champion Energy Services, LLC. The motion passed unanimously.

Single Source Contract for Water Reclamation Facility Equipment Mr. Andrako made a request that the City award a single source contract with Suez Treatment Solutions, Inc. for three (3) Ultra Violet Disinfection Modules at the Water Reclamation Facility. Mr. Andrako explained that Suez Treatment Solutions, Inc. is the manufacturer of the equipment and the sole provider of this equipment in our region.

Mr. Rausch made a motion to approve the purchase of three, Suez, UV 40 HO Module, Universal Frame Cold Lamps for the amount of seventy-five thousand, five hundred ninety- seven dollars and three cents ($75,597.03). The motion passed unanimously.

There being no further business to come before the Board, a motion was moved by Mr. Emery to adjourn the meeting. The meeting adjourned at 10:00 a.m.

COMMERCIAL ENERGY SALES AGREEMENT Commercial Energy Sales Agreement Seller: CHAMPION ENERGY SERVICES, LLC Buyer: MARYSVILLE OHIO, CITY OF Effective Date: 4/1/2019 This Commercial Energy Sales Agreement, including without any limitation any Transaction Addenda, incorporated herein (collectively, this “Agreement”) is dated as of the Effective Date and is between Buyer and Seller (or Seller’s affiliate Champion Energy, LLC), who may be referred to individually as a “Party” or collectively as the “Parties.” The Parties agree to the following:

1 OVERVIEW AND TERM holdover rate; provided that taxes, capacity, and other similar 1.1 Structure. The Parties may, but shall not be obligated to, charges incurred by Seller may be passed through to Buyer if enter into one or more agreements for the purchase and sale such charges are not already included in Seller’s holdover rate. of electricity under this Agreement (each, a “Transaction Seller may terminate service during the Holdover Period by Addendum”). Upon execution of a Transaction Addendum, providing ten days’ written notice to Buyer of a date (the Seller shall sell, and Buyer shall exclusively purchase, receive “Holdover Termination Date”) for such termination. If Seller and use, all of Buyer’s electricity requirements for the Buyer’s provides such notice and Buyer does not switch to another facilities identified in a Transaction Addendum. Each supplier by the Holdover Termination Date, then, to the extent Transaction Addendum shall specify, among other items, the permitted by applicable law, Seller may switch Buyer to a associated product (“Product”), a description of the contract default supplier, or, if Seller is unable to switch Buyer to a price (the “Contract Price”), a start date (“Start Date”), a delivery default supplier, disconnect Buyer. duration (the “Delivery Duration”), the facilities where Buyer will 2.3 Taxes. Buyer shall be responsible for all taxes imposed by receive and use electricity (the “Delivery Points”), and estimated federal, state, or local government or other authority with “Contract Quantities”. respect to the sale, delivery, and purchase of electricity. Seller 1.2 Term. Except as provided in Section 7, this Agreement will not recognize any Buyer exemptions from such taxes unless shall be effective as of the Effective Date and shall continue and until Buyer provides all necessary certificates and until terminated by either Party with thirty days’ prior written information supporting such exemptions. notice to the other Party; provided, however, that this 3 ENROLLMENT AND DELIVERY Agreement shall remain in effect with respect to Transaction 3.1 Enrollment. Upon execution of a Transaction Addendum, Addenda entered into prior to such termination until (1) both Seller shall cause Seller to be appointed as Buyer’s retail Parties have fulfilled all of their obligations with respect to such supplier of electricity for the Delivery Points and for the Transaction Addenda or (2) such Transaction Addenda are associated Delivery Period(s). Buyer shall timely and accurately otherwise terminated under this Agreement (the “Term”). provide Seller with all information, documentation, and 1.3 Delivery Period. For each Transaction Addendum, delivery authorization required to appoint Seller as Buyer's retail of electricity as to each Delivery Point shall begin on the first supplier of electricity, including the applicable electricity scheduled meter read date for such Delivery Point on or after account numbers for the Delivery Points and other information the Start Date, and shall continue thereafter for such Delivery required for a Transaction Addendum. Seller cannot guarantee Point for the duration of the Delivery Duration, unless sooner that the switch of Buyer’s account(s) to Seller will occur by a terminated or extended as provided in this Agreement (the specific date and Seller shall not be liable for delays in this “Delivery Period”). process caused by the applicable Independent System 2 PRICING Operator (the “ISO”), transmission and distribution utility (the “Local Utility”), or Buyer. 2.1 Contract Price. The Contract Price that Buyer pays for electricity shall be set forth in each Transaction Addendum. 3.2 Delivery Obligations. Seller shall cause the delivery of electricity to a delivery point, designated by the ISO or the 2.2 Holdover. The “Holdover Period” is any time period where Local Utility, that is associated with the Delivery Points (the (1) Seller continues to deliver and Buyer continues to receive “Specified Utility Point”). The ISO or the Local Utility owns and electricity at the Delivery Point(s) after the end of a Delivery controls the delivery of electricity from the Specified Utility Period, and (2) there is no subsequent Transaction Addendum Point to the Delivery Points, and Seller’s delivery obligation then in effect with respect to such deliveries. Seller’s service shall be satisfied by its delivery to the Specified Utility Point. during the Holdover Period is governed by this Agreement and The Contract Quantities specified in the Transaction Addendum the corresponding Transaction Addendum previously are the Parties’ stated estimate of the required amount of applicable to such service, except that the price that Buyer pays electricity to be delivered at the Delivery Points. for such delivered electricity shall be the applicable market index price for the Delivery Points, plus a holdover retail adder 3.3 Liabilities. Seller does not guarantee that the delivery of to be fixed by Seller based upon Seller’s then applicable electricity to the Delivery Points will occur by a specific date or

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without interruption by the Local Utility or the ISO. Seller shall conversion will facilitate more timely billing, collections, and/or not be liable for delays in the commencement or the continuity payment. or quality of the delivery of electricity that are caused by Buyer, 4.4 Billing Disputes. If there is a good faith dispute regarding the Local Utility, or the ISO. Buyer acknowledges that Seller a Seller’s invoice, Buyer may withhold payment of the disputed does not own or control any of the transmission or distribution amounts by providing Seller written notice thereof and a facilities used to deliver electricity to the Delivery Points. Seller reasonable explanation of the basis of the dispute; provided, shall have no liability for damage, injury, or interruption in however, that if some or all of such disputed amount is later services associated with the transmission or distribution of deemed to be due and payable, then Buyer shall pay the electricity to Buyer. Seller indemnifies, defends, and holds amount due within seven business days, including with interest harmless Buyer from and against all claims, damages, liabilities at the rate of 1% per month or the maximum allowed by law., and actions of any kind, including, without limitation, property whichever is lesser. Buyer’s right to dispute an invoice will be damage, personal injury or death (“Claims”) arising out of or deemed waived if not made within six months after the date of related to the delivery of electricity to the Specified Utility invoice. Point; and Buyer indemnifies, defends and holds harmless 5 MATERIAL CHANGES Seller from and against all Claims arising out of or related to the delivery of electricity to, and receipt or use of electricity at, 5.1 Change in Usage. the Delivery Points, in each case without respect to the (a) If Buyer’s Contract Quantities are less than or equal to nature of the liability or an indemnitee’s negligence. 25,000,000 kwh in all consecutive twelve-month periods, 4 INVOICES AND PAYMENT then Buyer’s Usage is not subject to any maximum or minimum Usage limits. 4.1 Seller Invoices. Seller shall invoice Buyer each month in a manner consistent with Seller’s billing cycle and at the address (b) If Buyer’s Contract Quantities exceed 25,000,000 in any set forth in the relevant Transaction Addendum or at a different consecutive twelve-month period, then a “Material Usage address that Buyer has otherwise provided to Seller. Seller shall Change” shall be deemed to have occurred if Buyer’s calculate the amount(s) due based upon Buyer’s electricity actual monthly aggregated Usage is greater than 125% or usage information provided by the ISO or the Local Utility less than 75% of the corresponding Contract Quantities for (“Usage”). If the ISO or Local Utility fails to provide actual Usage three consecutive months. If Buyer reasonably anticipates data in a timely manner, Seller may reasonably estimate Usage that a Material Usage Change will occur, Buyer shall and charges at the time of invoicing; provided, however, that promptly notify Seller and the Parties shall attempt to Seller shall adjust subsequent invoices as necessary to reflect amend the Contract Price to reflect such change (a actual Usage and applicable charges. Buyer and Seller “Material Usage Change Amendment”). If a Material Usage acknowledge that actual Usage is measured by the Local Utility Change occurs, and Buyer and Seller have not agreed to a at meters located at the Delivery Points. corresponding Material Usage Change Amendment, Seller may require Buyer to pay to Seller an amount equal to the 4.2 Payment Terms. All Seller invoices under this Agreement negative economic impact to Seller, if any, that results shall be due and payable by Buyer to Seller, without set-off, in from the Usage that is (1) in excess of 125% of the accordance with Seller’s invoice instructions. Seller’s invoice corresponding Contract Quantity, or (2) less than 75% of shall specify a due date that is consistent with the terms the corresponding Contract Quantity, as determined by specified in the relevant Transaction Addendum. Seller may Seller in a commercially reasonable way in light of factors assess a one-time late fee equal to the percentage specified in such as forward electricity market prices, ISO fees and the relevant Transaction Addendum, multiplied by the past due costs, and other costs from entering into or unwinding amount. Seller may assess and collect from Buyer all costs and hedging transactions. reasonable attorney’s fees incurred by Seller in collecting any outstanding balance owed by Buyer. Seller may assess a fee of 5.2 Change in Capacity or Transmission. If the actual $25 for each payment returned for insufficient funds. aggregate capacity and/or transmission peak load contribution values associated with the Delivery Points (if such values apply) 4.3 Utility Invoices. Where applicable, and as further specified exceed the values specified in an applicable Transaction in a Transaction Addendum, Buyer may receive separate Addendum, and such exceedance results in increased invoices from Seller and from Buyer’s Local Utility (“Dual transmission or capacity charges assessed to and assumed by Billing”), or Buyer may receive a single invoice from Buyer’s Seller, then Seller may pass through such increases to Buyer. Local Utility that includes Seller’s charges (“Consolidated Billing”). The due date of such utility-provided invoices will be 5.3 Regulatory Changes. If there is a material change in a law, determined by the Local Utility, and Buyer shall be solely regulation, tariff, guideline, fee, operating guide, rule, ISO responsible for timely payment of such invoices. Seller reserves design, market structure, or rate for Network Integration the right to convert Buyer from Consolidated Billing to Dual Transmission Service (including a new or revised judicial Billing or from Dual Billing to Consolidated Billing, if such a decision or statute, or a change in an interpretation or application of any of the foregoing) (a “Regulatory Event”), and

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such Regulatory Event results in an increase in Seller’s costs to omissions result in the Local Utility disconnecting one or more supply electricity under this Agreement, then Seller may pass of Buyer’s Delivery Points. through such increases to Buyer. 7.2 Permitted Closure. Buyer shall be permitted to sell, 6 CREDIT AND ASSIGNMENT transfer or close any facility associated with a Delivery Point (a 6.1 Request for Financial Information. During the Term, “Permitted Closure”); provided that if (1) such Permitted Seller may request that Buyer provide financial information to Closure results in Seller no longer supplying the Delivery Point, Seller so that Seller may assess Buyer’s then current ability to and (2) the aggregate estimated reduction in Usage associated meet Buyer’s remaining obligations under this Agreement. If with all such Permitted Closures exceeds the Add/Delete Seller makes such a request, then Buyer shall promptly provide Tolerance, if any, specified in the relevant Transaction such information; provided, however, that if such financial Addendum, then Buyer shall pay a Settlement Amount to Seller information is available through publicly-filed financial as described in Section 7.4 statements, then Buyer need not provide it. 7.3 Remedies for an Event of Default. Upon the occurrence 6.2 Request for Performance Assurance. If, at any time of an Event of Default with respect to a Party (the “Defaulting during the Term, Seller determines in its reasonable discretion, Party” and the other Party, the “Non-Defaulting Party”), the including based on information obtained under Section 6.1, Non-Defaulting Party shall have the right to (1) terminate this that Buyer’s creditworthiness has become unsatisfactory, Seller Agreement (an “Agreement Termination”); (2) terminate each may require that Buyer provide credit support to Seller in an Transaction Addendum that is impacted by the Defaulting amount reasonably acceptable to Seller to support Buyer’s Party’s Event of Default (a “Transaction Termination”); obligations (“Performance Assurance”). Seller will accept (3) terminate a Transaction Addendum only as to the portion of Performance Assurance in the form of cash or letter(s) of credit. the Delivery Points to which the Event of Default applies (a Buyer will provide the Performance Assurance within three “Partial Termination”); and (4) exercise any other rights or business days after receipt of a notice from Seller setting forth remedies available at law. If Seller is the Non-Defaulting Party, the amount of the Performance Assurance required. Seller may transfer service at the Delivery Points to the default service provider; provided, however, that if Seller is not 6.3 Assignment. Neither Party may assign this Agreement, in permitted by law or regulation to switch Buyer to a default whole or in part, without the express written consent of the service provider, then Buyer may disconnect service at the other Party, which consent shall not be unreasonably withheld; Delivery Points. If Buyer is the Non-Defaulting Party, Buyer may except that Seller may, without Buyer’s consent, (1) transfer, transfer service at the relevant Delivery Points to another sell, pledge, or encumber the proceeds from this Agreement in electricity provider. connection with Seller’s financing or other financial arrangements, or (2) transfer or assign this Agreement to an 7.4 Settlement Amount. In the event of an Agreement affiliate or any entity succeeding to substantially all of Seller’s Termination, Transaction Termination, or Partial Termination assets. Any purported assignment in violation of this Section is (each a “Termination”), or in the case of a Permitted Closure as void. described above, the Non-Defaulting Party shall be entitled to payment from the Defaulting Party of a “Settlement Amount” 7 DEFAULT AND REMEDIES equal to the present value of the net economic loss to the 7.1 Event of Default. The occurrence of any of the following Non-Defaulting Party, if any, resulting from the Termination or shall be an Event of Default: (1) either Party fails to make, when Permitted Closure. The Settlement Amount shall be determined due, any payment required under this Agreement and such by the Non-Defaulting Party in a commercially reasonable way failure is not cured within five business days after written notice and shall be based on the amount of electricity remaining to be of such failure is provided; (2) Buyer fails to timely provide delivered, the Contract Price and its underlying price Performance Assurance; (3) except as provided below in components, forward wholesale electricity market prices, ISO section 7.2, a Delivery Point ceases to be supplied exclusively fees and costs, costs associated with entering into or by Seller during the associated Delivery Period; (4) either Party unwinding hedging transactions, and applicable collection or fails to perform any other covenant or obligation set forth in enforcement costs including reasonable applicable attorneys’ this Agreement and such failure is neither excused by Force fees. Payment of the Settlement Amount shall be due within Majeure nor cured within five business days after written notice five days of receipt of an invoice setting forth the Settlement of such failure is provided; (5) a representation or warranty Amount, and any portion of the Settlement Amount that is not proves to have been false or misleading in any material respect paid by such date shall accrue interest at the rate of 1% per when made or ceases to remain true during the Term; (6) a month or the maximum allowed by law, whichever is lesser Party makes an assignment or any general arrangement for the 8 REPRESENTATIONS AND WARRANTIES benefit of creditors, is subject to a voluntary or involuntary action under creditor protection or bankruptcy laws, or 8.1 Mutual. Each Party represents and warrants to the other otherwise becomes bankrupt or insolvent; or (7) Buyer’s acts or that: (1) it is duly organized, validly existing and in good standing both in the jurisdiction of its formation and in the

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jurisdiction where the Delivery Points receiving electricity under Agreement, whether express, implied, or statutory, including this Agreement are located; (2) it has the power and authority, any express, implied or statutory warranties of merchantability regulatory authorizations, permits, and licenses necessary for it or fitness for a particular purpose or use. Buyer disclaims any to legally sign and perform its obligations under this right to demand adequate assurance of performance. Agreement and such performance shall not violate any of the 9.3 Force Majeure. Except for payment obligations, if either terms or conditions in its governing documents, any contract Party is rendered unable, wholly or in part, to perform its to which it is a party or any law, rule or regulation applicable to obligations under this Agreement due to Force Majeure it; (3) there are no bankruptcy, insolvency, receivership, (defined below), then to the extent affected by the Force reorganization, or similar proceedings pending or being Majeure, the obligations of each Party will be suspended for contemplated by the Party, or to the Party’s knowledge, the duration of such Force Majeure. A Party claiming Force threatened against it; (4) it has reviewed and understands this Majeure shall promptly notify the other Party and confirm Agreement; (5) the execution, delivery, and performance of this within a reasonable period of time by a written notice Agreement has been duly authorized and it is a valid and describing in reasonable detail the nature and estimated enforceable obligation; (6) it has all necessary knowledge and duration of the Force Majeure. The Party claiming Force experience in business matters that has enabled it to Majeure shall remedy the Force Majeure with all reasonable independently evaluate the merits and risks associated with dispatch. If the duration of the Force Majeure event exceeds this Agreement without any advice of the other Party; and (7) it twenty days, the Party not claiming Force Majeure may is acting as principal and not as agent for any other party, and terminate the affected portions of any Transaction Addendum there is no joint venture, partnership or association, or fiduciary upon written notice to the other Party and the Parties shall fully duty, between the Parties, nor is any such arrangement created cooperate to implement disconnections or switches for the by this Agreement.. Delivery Points. 8.2 Buyer. Buyer further represents and warrants to Seller ”Force Majeure” means events or circumstances, beyond the during the Term that: (1) it is not a residential or small reasonable control of a Party and not caused by the commercial customer, as such terms are defined by the negligence of such Party, which prevent that Party from applicable laws or regulations; (2) it shall operate and manage performing its obligations under this Agreement, and which the Delivery Points in a manner that is materially consistent the Party claiming Force Majeure is unable to avoid or prevent with Buyer’s past electric Usage practices at such facilities; (3) it through the exercise of due diligence. Force Majeure shall is purchasing electricity strictly for its own use and will not include an event affecting an ISO or Local Utility that in turn resell the electricity to any other party, (4) it has disclosed to prevents a Party’s performance of its obligations in this Seller the existence of any on-site generation (other than Agreement. A claim of Force Majeure may not be based on emergency back-up generation) (“On-Site Generation”) that is (1) Buyer’s inability to economically use or dispose of capable of serving the Delivery Point(s), and (5) Buyer will not electricity purchased under this Agreement; (2) Buyer’s closure purchase or install any additional On-Site Generation without or material curtailment of operations of any of the Delivery providing Seller with 60 days’ notice and obtaining Sellers Points due to economic circumstance or condition; or written consent. (3) Seller’s ability to sell electricity at a price greater than the 9 LIMITATION ON LIABILITY AND OTHER MATTERS Contract Price. 9.1 Limitation of Liabilities. Except as otherwise provided in 10 MISCELLANEOUS PROVISIONS Section 7.4, liabilities shall be limited to direct and actual 10.1 UCC; Forward Contract. The Parties agree that the damages as the sole and exclusive remedy. Neither Party will electricity sold hereunder by Seller shall be deemed a “good” be liable to the other Party for consequential, incidental, for purposes of any applicable bankruptcy or similar laws, punitive, exemplary, special, indirect or business including the Uniform Commercial Code. The Parties interruption damages. These limitations apply without acknowledge and agree that (1) the purpose of this Agreement regard to the cause of any liability or damage. To the extent is for Seller to sell a commodity (electricity) to Buyer at the that any damages required to be paid under this Section are Contract Price for a period in excess of two days and as such deemed to be liquidated damages, the Parties acknowledge the transaction(s) under this Agreement constitute a “forward that the damages are difficult or impossible to determine, that contract” within the meaning of the Bankruptcy obtaining an adequate remedy is inconvenient, and that the Code (the “Code”), (2) each Party is a “forward contract liquidated damages constitute a reasonable approximation of merchant” within the meaning of the Code, and (3) the sale of the harm of loss. There are no third-party beneficiaries to this electricity contemplated hereunder is not “utility service” under Agreement. the Code. 9.2 Disclaimers. Except as explicitly provided for in this 10.2 Waiver; Severability; Survival. A waiver by either Party Agreement, Seller expressly disclaims and makes no warranties of any breach of this Agreement, or failure of either Party to or representations, whether written or oral, for or with respect enforce any of the terms and provisions of this Agreement, will to its supply of electricity or other obligations under this

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not in any way affect, limit, or waive that Party’s right to survive the termination of this Agreement for a period of two subsequently enforce and compel strict compliance with the years. same or other terms or provisions of this Agreement. If any 10.7 Authorization of Data. Buyer shall, if necessary and as provision of this Agreement is held to be invalid, its invalidity appropriate, designate Seller as an authorized recipient of shall not affect the validity of any other provision of this Buyer’s current and historical electricity Usage data. Buyer Agreement. All obligations of the Parties that must survive understands that by executing this Agreement, Seller may be termination of this Agreement or any Transaction Addendum provided certain basic information about Buyer’s current and in order to give effect to the intent of the Parties shall survive historical electricity Usage. such termination. 11 NOTICES. 10.3 Entire Agreement. This Agreement constitutes the Notices and payments shall be made by facsimile, email, courier, entire understanding between the Parties and supersedes all first class mail, or hand delivery. Notice should be sent to the prior agreements or representations, whether oral or written, addresses noted below, or any other address a Party provides to between the Parties with respect to its subject matter. This the other Party in writing: Agreement and all Transaction Addendums shall form a single integrated agreement between the Parties or any If To Buyer representatives of the Parties. Any inconsistency between any Attention terms of this Agreement and any terms of a Transaction Address Addendum shall be resolved in favor of the terms of the City, State, Zip Transaction Addendum. Telephone / Fax / 10.4 Governing Law; Disputes. This Agreement shall be E-Mail governed by the laws of the state where the Delivery Points are located, without regard to principles of conflicts of laws; If To Seller provided, however, that if the Delivery Points are in more than Attention Contract Manager one state, then this Agreement shall be governed in Address 1500 Rankin Rd., Suite 200 accordance with the laws of the state of , without City, State, Zip Houston, TX 77073 regard to principles of conflicts of laws. In the event of any Telephone / Fax 281.653.5090 / 281.653.1810 litigation arising out of this Agreement, the non-prevailing E-Mail [email protected] Party shall pay the litigation costs of the prevailing Party, including its reasonable attorneys’ fees. Each Party waives, to 12 EXECUTION AND SIGNATURES the fullest extent permitted by law, any right to a trial by jury. This Agreement will be binding if Seller and Buyer have each 10.5 Counterparts; Imaged Documents. This Agreement signed below and shall be effective as of the Effective Date may be executed in counterparts, all of which shall constitute specified above. The Parties intend that this Agreement shall not one and the same Agreement and each of which shall be bind either Party unless it is executed by both Parties. deemed an original. The Agreement shall be considered for all Buyer: MARYSVILLE OHIO, CITY OF purposes as prepared through the joint efforts of the Parties By: and shall not be construed against one Party or the other as a (Signature) result of the drafting, preparation, or negotiation of the Agreement. (Name) 10.6 Confidentiality. Neither Party shall disclose, unless authorized by the other Party, the terms of this Agreement to a (Title) third party (other than the Party's affiliates, employees, lenders, counsel, agents, consultants, accountants and prospective Seller: Champion Energy Services, LLC purchasers, in each case who have agreed to keep the (or its affiliate Champion Energy, LLC) Agreement confidential), except in order to comply with applicable law, order, or regulation. Each Party shall notify the By: other Party immediately in writing of any proceeding of which (Signature) it is aware that may result in disclosure. Buyer acknowledges that Buyer information may be disclosed by Seller to Seller’s (Name) affiliates or third parties who assist Seller in providing electricity Authorized Signatory under this Agreement. This confidentiality obligation shall (Title)

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Transaction Addendum This Transaction Addendum supplements the most recent Commercial Energy Sales Agreement (the “Agreement”) between Buyer and Seller that has been executed on or before the Exhibit Date below. Buyer and Seller agree to terms set forth in the Exhibits below. Capitalized terms not otherwise defined in this Transaction Addendum shall have the meanings set forth in the Agreement. Buyer: MARYSVILLE OHIO, CITY OF Exhibit Date: 4/1/2019 Quote Number: 536160-1

EXHIBIT A: CONTRACT PRICE AND TERM Start Date: 12/30/2019 Block Price ($ per kWh): 0.03276 Delivery Duration (months): 36 Index: Day Ahead

Price Adder ($ per kWh): 0.00536

Month Contract Quantities1 Network SVC PLC2 Capacity PLC3 12/2019 4,468 252.4 225.29 1/2020 426,226 1,002.28 919.40 2/2020 515,130 1,002.28 919.40 3/2020 484,208 1,002.28 919.40 4/2020 434,586 1,002.28 919.40 5/2020 425,261 1,002.28 919.40 6/2020 469,082 1,002.28 919.40 7/2020 460,649 1,002.28 919.40 8/2020 465,302 1,002.28 919.40 9/2020 403,002 1,002.28 919.40 10/2020 394,545 1,002.28 919.40 11/2020 418,907 1,002.28 919.40 12/2020 491,648 1,002.28 919.40 1/2021 516,601 1,002.28 919.40 2/2021 497,156 1,002.28 919.40 3/2021 479,579 1,002.28 919.40 4/2021 450,391 1,002.28 919.40 5/2021 425,982 1,002.28 919.40 6/2021 469,376 1,002.28 919.40 7/2021 465,515 1,002.28 919.40 8/2021 465,187 1,002.28 919.40 9/2021 404,124 1,002.28 919.40 10/2021 378,695 1,002.28 919.40 11/2021 419,945 1,002.28 919.40 12/2021 497,992 1,002.28 919.40 1/2022 513,514 1,002.28 919.40 2/2022 498,394 1,002.28 919.40 3/2022 480,764 1,002.28 919.40 4/2022 446,258 1,002.28 919.40 5/2022 427,761 1,002.28 919.40 6/2022 469,471 1,002.28 919.40 7/2022 461,695 1,002.28 919.40 8/2022 467,989 1,002.28 919.40 9/2022 402,103 1,002.28 919.40 10/2022 377,294 1,002.28 919.40 11/2022 421,264 1,002.28 919.40 12/2022 493,477 1,002.28 919.40 1/2023 96,267 749.88 694.11 Total 16,419,808 - -

1 “Contract Quantities” are Buyer’s estimated monthly electricity usage (in kWh). 2 “Network SVC PLC” is the Peak Load Contribution (in kW) associated with Buyer’s Network Integration Transmission Service usage. 3 “Capacity PLC” is the Peak Load Contributions (in kW) associated with Buyer’s system capacity usage.

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EXHIBIT B: BUNDLED CHARGES (INCLUDED IN EXHIBIT C: PASS-THROUGH CHARGES (PASSED CONTRACT PRICE) THROUGH AT COST) . Applicable EDC (Electric Distribution Company) tariff charges imposed BLOCK PRICE and invoiced by the EDC(s) . Energy . All applicable taxes and fees . PRICE ADDER Capacity . Transmission and Distribution Line Losses . Ancillary Services (including Balancing Congestion) . ARR . Deration Losses (if applicable)

. Renewable Portfolio Standard

EXHIBIT D: DELIVERY POINTS

No. EDC Account Number Meter Number Service Address City, State, Zip Anticipated Start Date 1 Dayton 0041781679 0001843006 209 S MAIN ST MARYSVL, OH 43040 01/06/2020 2 Dayton 0358712507 0001567383 AMRINE-MILL RD & N MAPLE MARYSVL, OH 43040 01/02/2020 3 Dayton 0384323541 0384323541_UNMETERED_725 495 N MAIN ST MARYSVL, OH 43040 01/03/2020 4 Dayton 0445498242 0001567353 W FIFTH ST & RAYMOND TS MARYSVL, OH 43040 01/02/2020 5 Dayton 0707929799 0001841418 16300 COUNTY-HOME RD MARYSVL, OH 43040 01/15/2020 6 Dayton 0710207961 0001461007 12453 INDUSTRIAL PKY MARYSVL, OH 43040 01/20/2020 7 Dayton 0734650511 0000663062 US-RT-36 & 33-NEC-HWY LT MARYSVL, OH 43040 01/14/2020 8 Dayton 1049450283 0001571867 W FIFTH ST & N COURT TS MARYSVL, OH 43040 01/20/2020 9 Dayton 1254426453 0001524856 SCOTTSLAWN & IND PKY MARYSVL, OH 43040 01/20/2020 10 Dayton 1408889217 0000548296 620 N MAIN ST MARYSVL, OH 43040 01/15/2020 11 Dayton 1451974744 0001527903 US-RT-36 & US-RT-33 TS MARYSVL, OH 43040 01/20/2020 12 Dayton 1652496112 0001567351 W FIFTH ST & GROVE ST TS MARYSVL, OH 43040 01/02/2020 13 Dayton 1778808985 0001828039 105 E SIXTH ST # PARK MARYSVL, OH 43040 01/08/2020 14 Dayton 1842719116 0001810316 SURREY LN LIFT STATION MARYSVL, OH 43040 01/09/2020 15 Dayton 1893531675 0001554322 16630 COUNTY-HOME RD # SIREN MARYSVL, OH 43040 01/20/2020 16 Dayton 2225246704 0001552490 400 DAMASCUS RD # POND MARYSVL, OH 43040 01/02/2020 17 Dayton 2279529543 0004801259 MILFORD AVE PUMP STATION MARYSVL, OH 43040 01/08/2020 18 Dayton 2295788123 0004801724 1290 W FIFTH ST MARYSVL, OH 43040 12/30/2019 19 Dayton 2480771557 0001844305 GROVE ST TENNIS COURT MARYSVL, OH 43040 01/08/2020 20 Dayton 2491324346 0001425488 STATE-RT-4 & COUNTY-HM MARYSVL, OH 43040 01/20/2020 21 Dayton 2573100925 2573100925_UNMETERED_797 N MAIN ST AT TAYLOR AVE MARYSVL, OH 43040 01/16/2020 22 Dayton 2691509637 0001555933 915 SHERWOOD AVE MARYSVL, OH 43040 01/02/2020 23 Dayton 2859843977 0001839922 1250 W FIFTH ST MARYSVL, OH 43040 12/30/2019 24 Dayton 3078980701 0001807580 STATE-RT-31 & SEC 33-LT MARYSVL, OH 43040 01/03/2020 25 Dayton 3241705889 0001327264 W FOURTH ST & N MAIN TS MARYSVL, OH 43040 01/20/2020 26 Dayton 3349255936 0001831459 13805 INDUSTRIAL PKY MARYSVL, OH 43040 01/10/2020 27 Dayton 3360831679 0003001344 N MAPLE ST MARYSVL, OH 43040 01/06/2020 28 Dayton 3445948637 0001393843 443 LONDON AVE # TS MARYSVL, OH 43040 01/02/2020 29 Dayton 3447585209 0001536377 N PLUM ST & E FIFTH ST MARYSVL, OH 43040 01/20/2020 30 Dayton 3554250920 0001567386 W FIFTH ST MARYSVL, OH 43040 01/02/2020 31 Dayton 3578930520 0001557628 425 E NINTH ST # 2 MARYSVL, OH 43040 01/20/2020 32 Dayton 3706243594 0003002314 15768 US-RT-36 MARYSVL, OH 43040 01/14/2020 33 Dayton 3971569106 0001570673 205 PARK AVE MARYSVL, OH 43040 01/02/2020 34 Dayton 3974662532 0001534638 1200 AVE # SIGN MARYSVL, OH 43040 01/20/2020 35 Dayton 4279060478 0001567352 MCCLOUD PARK MARYSVL, OH 43040 01/02/2020 36 Dayton 4289246749 0001524782 15201 INDUSTRIAL PKY # SIREN MARYSVL, OH 43040 01/20/2020 37 Dayton 4396270029 0001527890 16428 SQUARE DR MARYSVL, OH 43040 01/20/2020 38 Dayton 4464192145 0001582634 620 N MAIN ST MARYSVL, OH 43040 01/02/2020 39 Dayton 4557179668 0001556501 E FIFTH ST & PLUM TS MARYSVL, OH 43040 01/20/2020 40 Dayton 4978882954 0001831914 S MAIN ST & W SIXTH TS MARYSVL, OH 43040 01/08/2020 41 Dayton 5283895522 0001567379 W FIFTH ST & MAPLE ST MARYSVL, OH 43040 01/02/2020 42 Dayton 5288081391 0001517571 AMRINE-MILL RD LT - MARYSVL, OH 43040 01/02/2020 43 Dayton 5308315644 0004801790 18200 STATE-RT-4 MARYSVL, OH 43040 01/15/2020 44 Dayton 5640829474 5640829474_UNMETERED_797 MILFORD AVE AT MOOSE MARYSVL, OH 43040 01/08/2020 45 Dayton 5670171753 0001823476 455 N MAPLE ST # WELL5 MARYSVL, OH 43040 01/06/2020 46 Dayton 5721525499 0001553656 CONNOLLY ST LT - MARYSVL, OH 43040 01/20/2020 47 Dayton 5897316530 0001839167 409 N MAIN ST MARYSVL, OH 43040 01/03/2020 48 Dayton 5990908834 0000457957 298 N CHERRY ST MARYSVL, OH 43040 01/09/2020 49 Dayton 6077715820 0001567223 E FIFTH ST FIVE POINT TS MARYSVL, OH 43040 01/20/2020 50 Dayton 6190353043 0001534635 1000 DELAWARE AVE # TS MARYSVL, OH 43040 01/20/2020 51 Dayton 6327014978 0004802625 N COURT ST & W FIFTH ST MARYSVL, OH 43040 01/08/2020 52 Dayton 6430240161 0001534575 17796 STATE-RT-31 # TS MARYSVL, OH 43040 01/20/2020 53 Dayton 6595561141 0003005336 205 PARK AVE MARYSVL, OH 43040 12/30/2019

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No. EDC Account Number Meter Number Service Address City, State, Zip Anticipated Start Date 54 Dayton 6651610747 0001297320 W FIFTH & EMMAUS TS MARYSVL, OH 43040 01/02/2020 55 Dayton 6782921663 0001519869 1113 VALLEY DR # BRIDG MARYSVL, OH 43040 01/02/2020 56 Dayton 6803314121 0001840742 655 RAYMOND RD # SIREN MARYSVL, OH 43040 01/28/2020 57 Dayton 6916267115 0001525521 100 N COLEMANS-CROSN BLVD MARYSVL, OH 43040 01/20/2020 58 Dayton 7171533307 0001581887 205 PARK AVE MARYSVL, OH 43040 12/30/2019 59 Dayton 7233809694 7233809694_UNMETERED_797 COLUMBUS AVE & UCO MARYSVL, OH 43040 01/10/2020 60 Dayton 7263541969 0001548414 WATKINS RD TS MARYSVL, OH 43040 01/20/2020 61 Dayton 7310374160 0003005431 N MAPLE ST MARYSVL, OH 43040 01/06/2020 62 Dayton 7352597771 0001593040 STATE-RT-31 & CREEKVIEW MARYSVL, OH 43040 01/02/2020 63 Dayton 7502235249 0001838869 1611 CREEKVIEW DR # PUMP MARYSVL, OH 43040 01/02/2020 64 Dayton 7595455848 0001843322 125 E SIXTH ST MARYSVL, OH 43040 01/08/2020 65 Dayton 7639037265 0001584766 DUNHAM AVE WATER TOWER MARYSVL, OH 43040 01/20/2020 66 Dayton 7653034756 0001573659 N MAPLE ST HORSESHOE CRT MARYSVL, OH 43040 01/02/2020 67 Dayton 7739626584 0001559628 701 MILL-WOOD BLVD # PARK MARYSVL, OH 43040 01/02/2020 68 Dayton 7821602217 0001835814 10805 INDUSTRIAL PKY MARYSVL, OH 43040 01/16/2020 69 Dayton 7974050845 0001614005 E FIFTH ST & S WALNUT TS MARYSVL, OH 43040 01/20/2020 70 Dayton 8009196433 0001831911 620 N MAIN ST MARYSVL, OH 43040 01/15/2020 71 Dayton 8027801118 0001809766 34 W STATE ST REAR MILFRD CTR, OH 43045 01/28/2020 72 Dayton 8084636368 8084636368_UNMETERED_725 113 S MAIN ST REAR MARYSVL, OH 43040 01/07/2020 73 Dayton 8102703245 0000547340 STATE-RT-4 & US-33-SEC MARYSVL, OH 43040 01/15/2020 74 Dayton 8179584253 0001843007 455 N MAPLE ST MARYSVL, OH 43040 01/06/2020 75 Dayton 8182660767 0001552487 273 SHEPHERD LN # POND MARYSVL, OH 43040 01/02/2020 76 Dayton 8211389841 0004801787 12453 INDUSTRIAL PKY MARYSVL, OH 43040 01/16/2020 77 Dayton 8219177503 0001571908 W FOURTH ST & N MAIN MARYSVL, OH 43040 01/20/2020 78 Dayton 8292394247 0001524142 1067 CREEKVIEW DR # SHLTR MARYSVL, OH 43040 01/02/2020 79 Dayton 8309884065 8309884065_UNMETERED_797 W FIFTH ST WELCOME SIGN MARYSVL, OH 43040 12/30/2019 80 Dayton 8467161237 0001557551 301 N CHERRY ST MARYSVL, OH 43040 01/20/2020 81 Dayton 8467161237 8467161237_UNMETERED_725 301 N CHERRY ST MARYSVL, OH 43040 01/20/2020 82 Dayton 8685194475 0004804622 425 E NINTH ST MARYSVL, OH 43040 01/09/2020 83 Dayton 8830371333 0003003681 401 SYCAMORE ST MARYSVL, OH 43040 01/03/2020 84 Dayton 9093787125 0001556499 W SIXTH ST & S MAIN ST MARYSVL, OH 43040 01/20/2020 85 Dayton 9590173967 0001567339 MILL-WOOD BLVD SWC SR-31 MARYSVL, OH 43040 01/02/2020 86 Dayton 9661952074 0001552489 581 PALM DR REAR MARYSVL, OH 43040 01/02/2020 87 Dayton 9768141187 0001558495 1725 COBBLESTONE WAY MARYSVL, OH 43040 01/02/2020 88 Dayton 9905291988 0001829755 1275 CHARLES LN # PUMP MARYSVL, OH 43040 01/14/2020 89 Dayton 9953355365 0001553920 222 S MAIN ST GAR MARYSVL, OH 43040 01/02/2020

Tax Exemption Designation

Delivery Points are tax exempt (Initial) Delivery Points are NOT tax exempt (Initial)

EXHIBIT E: ADDITIONAL TERMS Contract Pricing For each settlement interval, Buyer shall pay (1) the applicable Block Contract Quantity, multiplied by (2) the sum of the Block Price and the Price Adder. If Buyer’s Usage exceeds the applicable Block Contract Quantity in any settlement interval, Buyer shall also pay Seller (1) the amount (in kWh) by which Buyer’s Usage exceeds the Block Contract Quantity, multiplied by (2) the sum of the applicable Index price and the Price Adder. If Buyer’s Usage is less than the applicable Block Contract Quantity in any settlement interval, Seller shall credit Buyer’s account by an amount equal to (1) the difference (in kWh) between the applicable Block Contract Quantity and Buyer’s Usage, multiplied by (2) the applicable Index price.

Block Contract Quantities

Month On Peak Weekend Off Peak 12/2019 - 1/2020 300 300 300 2/2020 400 400 400 3/2020 300 300 300 4/2020 300 300 300 5/2020 300 300 300 6/2020 300 300 300 7/2020 300 300 300 8/2020 300 300 300 9/2020 300 300 300 10/2020 300 300 300

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Month On Peak Weekend Off Peak 11/2020 300 300 300 12/2020 300 300 300 1/2021 300 300 300 2/2021 400 400 400 3/2021 300 300 300 4/2021 300 300 300 5/2021 300 300 300 6/2021 300 300 300 7/2021 300 300 300 8/2021 300 300 300 9/2021 300 300 300 10/2021 300 300 300 11/2021 300 300 300 12/2021 300 300 300 1/2022 300 300 300 2/2022 400 400 400 3/2022 300 300 300 4/2022 300 300 300 5/2022 300 300 300 6/2022 300 300 300 7/2022 300 300 300 8/2022 300 300 300 9/2022 300 300 300 10/2022 300 300 300 11/2022 300 300 300 12/2022 300 300 300 1/2023

Charges listed in Exhibit B are included in either the Block Price or Price Adder, as specified above. Pass-through charges (including but not limited to those in Exhibit C) shall be passed through at cost.

Incremental Block Transactions Buyer and Seller may execute one or more incremental, mutually agreeable sets of these or similar Exhibits (each an “Incremental Block Transaction”) that reflect the agreed-upon price and volume for additional Block Contract Quantities.

Billing Invoice Type: Dual Billing Option – One invoice from Seller and one invoice from the EDC One summary bill to be sent to the Billing Address. Individual bills per account, to be sent to the Billing Address. Individual bills per account, to be sent to the Respective Service Address.

Consolidated Billing Option (if applicable) - One invoice from the EDC Invoice Delivery Method: E-mail bill delivery Mail bill delivery Billing Contact Information: Attention: Address: City, State, Zip: Telephone: Facsimile: E-mail:

Adding and Deleting Buyer Delivery Points Buyer shall be entitled to add or delete facilities as long as (1) there is no Event of Default by Buyer, (2) any facility to be added is within the applicable Local Utility and/or ISO zone currently served by Seller under this Transaction Addendum; and (3) the aggregate of the estimated future Usage attributable to all facilities added and deleted to this Transaction Addendum is within 3 percent (the “Add/Delete Tolerance”) of the then remaining Contract Quantities specified above in Exhibit A.

Ohio Specific Terms a. Rider Non-Market Based Services ("NMB") Pilot Program: The Contract Price for the Term specified herein is conditioned on Buyer’s warranty that, as to the Buyer’s Delivery Point(s) at the Service Address(es) listed on Exhibit D, Buyer has not opted into the

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Rider NMB Pilot Program, which provides alternative means for buyers to obtain and pay for services through the Rider NMB. Buyer shall not opt into the Rider NMB Pilot Program during the Delivery Period without first providing a minimum of sixty days’ prior written notice to Buyer. Buyer acknowledges that Buyer’s opting into the Rider NMB Pilot Program may materially impact the cost to provide service under this Transaction Addendum. Buyer’s opting into the Rider NMB Pilot Program without Seller’s prior knowledge and consent is an Event of Default under the Agreement. b. Ohio Prompt Payment Requirement: In accordance with Ohio’s Prompt Payment Requirements (Chapter 126-3 of the Ohio Administrative Code), if a Buyer qualifies as a state agency, payment is due to Seller no more than thirty days after receipt of a proper invoice. If Buyer, in good faith, disputes a payment, Buyer must notify Seller of the error within fifteen days of the defective/improper invoice. The notice shall describe the defect or impropriety and shall provide any other information necessary for Seller to correct the defect or impropriety. The unpaid balance accrues an interest charge and shall be paid at the interest rate for the calendar year, which is established by the tax commissioner of the Ohio Department of Taxation pursuant to section 5703.47 of the Revised Code. The state agency shall apply the interest rate for the calendar year which includes the month for which the interest charge accrued. c. Billing: Buyer understands that the Local Utility may charge switching fees to Buyer upon the transfer of service to Seller. Buyer may request from the Seller, twice within a twelve-month period, up to twenty-four months of the Buyer’s payment history, to the extent it is available, without charge. d. Seller Invoices: If Seller provides an invoice to Buyer, then such invoice shall specify a due date that is not less than twenty-one days after the invoice date. If Seller does not receive payment of the invoice by the due date on such invoice, then Seller may assess a one-time late fee equal to 1.5% of the past due amount.

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EXHIBIT F: CONTACT INFORMATION

Ohio Contact Information Champion Energy Services, LLC Public Utility Commission of Ohio 1500 Rankin Road, Suite 200 Mailing Address: ATTN: IAD Houston, 77073 180 East Broad Street Toll-Free: 888-653-0090 Columbus, Ohio 43215 E-mail: [email protected] Toll-Free: 800-686-PUCO (7826) Website: www.championenergyservices.com M-F between 8:00 A.M. and 5:00 P.M. EST TTY-TDD: 800-686-1570 Champion Energy is licensed by the Ohio Public Utility Fax: 614-752-8351 Commission as a CRES to offer and supply electric generation services in Ohio. Champion Energy’s certificate number is 09- 166E(1).

For Emergencies, Outages and Equipment Service: 1-800-633-4766 Ohio Edison 1-800-589-3101 Cleveland Electric Illuminating 1-800-447-3333 Toledo Edison 1-800-543-5599 Cincinnati Gas and Electric / Duke Ohio 1-800-277-2177 AEP Ohio Power / Columbus Southern 1-877-468-8243 Dayton Power & Light

This Transaction Addendum will become effective when Seller and Buyer have each signed below and shall be effective as of the Exhibit Date specified above. The Parties intend that this Transaction Addendum shall not bind either Party unless it is executed by both Parties.

Buyer: Seller: MARYSVILLE OHIO, CITY OF Champion Energy Services, LLC (or its affiliate, Champion Energy, LLC)

(Signature) (Signature)

(Name) (Name)

(Title) (Title)

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