HomeMy WebLinkAbout#5230 homefield energy HOMEFIELD
Ee 5U101-1 523
ENERGY A DYNEGY COMPANY
Aggregation Program Agreement
This Aggregation Program Agreement is entered into as of this 17th day of March, 2020
("Agreement"), by and between City of Canton ("Municipality"), an Illinois municipal corporation, and
Illinois Power Marketing Company d/b/a Homefield Energy ("Supplier"), an Illinois corporation with
an office located at 1500 Eastport Plaza Drive, Collinsville, Illinois 62234. Supplier and Aggregator
are sometimes hereinafter referred to individually as a"Party"or collectively as the "Parties".
WITNESSETH
WHEREAS, Section 1-92 of the Act authorizes the corporate authorities of a municipality to establish a
program to aggregate electrical loads of residential and small commercial retail customers and to solicit bids and
enter into service agreements to facilitate the sale and purchase of electricity and related services for those electrical
loads;and
WHEREAS, pursuant to the Act, municipalities may, if authorized by referendum, operate an Electricity
Aggregation Program as an "opt-out" program that applies to all residential and small commercial retail electrical
customers who do not affirmatively choose not to participate; and
WHEREAS, Aggregator has received authorization through its referendum to proceed with an "opt-out"
Aggregation Program pursuant to the Act; and
WHEREAS,Aggregator has issued a Request for Proposal on March 5,2020; and
WHEREAS, Supplier is an ARES registered with and certified by the ICC;and
WHEREAS,Aggregator has selected Supplier as the supplier for the Aggregation Program;and
WHEREAS, Aggregator and Supplier desire to establish the rights and obligations of the Parties with
respect to the Aggregation, including but not limited to determining a price and supplying the Aggregation and
related services.
NOW,THEREFORE,the Parties,for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, agree as follows:
ARTICLE 1: RECITALS
The foregoing recitals are, by this reference,fully incorporated into and made part of this Agreement for
all purposes.
ARTICLE 2: DEFINITIONS
Whenever used in this Agreement,the following terms shall have the meanings defined below except where
the context indicates otherwise:
A. "Affiliate" shall mean any person, firm, corporation (including, without limitation, service corporation and
professional corporation),partnership(including,without limitation,general partnership,limited partnership and
limited liability partnership), limited liability company,joint venture, business trust, association or other entity
that now or in the future directly or indirectly controls,is controlled by,or is under common control with Supplier.
B. "Act"shall mean the Illinois Power Agency Act, 20 ILCS 3855/1-1 et seq.
C. "Aggregation"or"Municipal Aggregation"shall mean the pooling of residential and small commercial retail
electrical loads located within the Aggregator's jurisdiction for the purpose of soliciting bids and entering into
service agreements to facilitate for those loads the sale and purchase of electricity and related services, all in
accordance with Section 1-92 of the Act.
D. "Aggregation Consultant" or "Consultant" shall refer to DaCott Energy Services, Ltd; the independent
consultant with demonstrated expertise in electric supply contracting that has been retained by Aggregator to
assist with the implementation of the Aggregation Program.
E. "Aggregation Member" or "Member" shall mean a residential or small commercial retail electric account
enrolled in the Aggregation Program, and shall be consistent with the definition of"Eligible Retail Customer"
as provided for herein.
F. "Aggregation Program" or"Program" shall mean the program adopted by Aggregator pursuant to Section
1-92 of the Act to facilitate for the applicable residential and small commercial customers the sale and purchase
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 1 of 13
of electricity and related services.
G. "Aggregator"shall mean Village, acting by and through its corporate authorities, and authorized Aggregator
employees.
H. "Aggregator Designee" shall mean the person (or persons)empowered by Aggregator through ordinance
to authorize and execute a contract price lock for electricity supply on behalf of the Aggregator's governing
authority or body.
I. "Alternative Retail Electric Supplier" or"ARES" shall mean an entity certified by the ICC to offer electric
power or energy for sale, lease or in exchange for other value received to one or more retail customers,or that
engages in the delivery or furnishing of electric power or energy to such retail customers, and shall include,
without limitation, resellers, aggregators and power marketers but shall not include the Utility or the
Aggregation Members. For purposes of this Agreement, the definition of Alternative Retail Electric Supplier is
more completely set forth in 220 ILCS 5/16-102.
J. "Ameren Illinois"or"Ameren"or"Utility"shall mean the Ameren Illinois Utility Company, or its successor,
as the entity that has a franchise, license, permit or right to distribute, furnish or sell electricity to retail
customers within its service area and within the Aggregator's jurisdiction.
K. "Ancillary Services"shall mean the necessary services that shall be provided in the generation and delivery
of electricity. As defined by the Federal Energy Regulatory Commission, "Ancillary Services"include,without
limitation: coordination and scheduling services (load following, energy imbalance service, control of
transmission congestion); automatic generational control (load frequency control and the economic dispatch
of plants); contractual agreements (loss compensation service); and support of system integrity and security
(reactive power,or spinning and operating reserves).
L. "Customer Information" shall mean information specific to individual Members, and/or Eligible Retail
Customers, as applicable, including customer name,address,account number, and usage information.
M. "Distribution Service Provider" or "DSP" shall mean the entity responsible for providing local distribution
service to Members.
N. "Eligible Retail Customer"shall mean a residential and small commercial retail customer of the Utility that is
eligible for participation in the Aggregation Program pursuant to 220 ILCS 5/16-102, Section 1-92 of the Act,
as well as applicable rules, regulations and utility service tariffs pertaining to retail electric supply, purchase of
receivables,and consolidated billing.
O. "Extended Term" is defined in Section 3.B of this Agreement.
P. "Force Majeure Event" is defined in Section 6.D of this Agreement.
Q. "ICC"shall mean the Illinois Commerce Commission as described in 220 ILCS 5/2-101.
R. "IPA"shall mean the Illinois Power Agency as described in 220 ILCS 3855, Section 1-5.
S. "Load" shall mean the total demand for electric energy required to serve the Aggregation Members.
T. "MISO" shall mean Midcontinent Independent System Operator, Inc., a Regional Transmission Organization
("RTO")that coordinates the movement of wholesale electricity in all or parts of eleven states and the Province
of Manitoba, including the Ameren Illinois service territory.
U. "Opt-Out" shall mean the process by which a Member who would be included in the Aggregation Program
chooses not to participate in the Aggregation Program.
V. "PIPP" shall mean a Percentage of Income Payment Plan created by the Energy Assistance Act, 305 ILCS
20-18, to provide a bill payment assistance program for low-income residential customers.
W. "Plan of Operation and Governance" shall mean the Aggregation Plan of Operation and Governance
adopted by Aggregator pursuant to the requirements set forth in Section 1-92 of the Act.
X. "Point of Delivery" shall be the interconnection between the RIO transmission's DSP's distribution system
to which Supplier shall deliver the electricity under the Aggregation Program for delivery by the Utility to the
Aggregation Members.
Y. "REC"shall mean Illinois Renewable Portfolio Standard eligible Renewable Energy Credits.
Z. "Regulatory Event" is defined in Section 6.B of this Agreement.
AA. "Retail Power" is defined in Section 5.D.
BB. "Retail Power Price" is defined in Section 5.D.
CC. "Services" is defined in Article 5 of this Agreement.
DD. "Small Commercial Retail Customer"shall mean those retail customers with an annual consumption of less
than 15,000 kWh per 220 ILCS 5/16-102, provided, however, that the definition of Small Commercial Retail
Customer will include such other definition or description as may become required by law or tariff.
EE. "Term"is defined in Section 3.A of this Agreement.
FF. "Terms and Conditions" is defined in Section 5.6 of this Agreement.
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 2 of 13
ARTICLE 3: TERM
A. Term of Agreement. This Agreement commences on the date first written above, provided however,the supply
service to Aggregation Members shall not commence until the Utility's confirmation of Member enrollment with
Supplier and shall continue through the billing cycle of the last month of the Term,as elected by Aggregator and set
forth in Exhibit A.
B. Extension. Aggregator and Supplier may extend the Term of this Agreement for additional periods of time by
written mutual agreement approved and executed by each of them(each an"Extended Term"). Any such extension
may,among other things,provide for an opportunity to refresh the price. Any price modification in an Extended Term
shall require Supplier issuance of a new opt-out notice for the Extended Term to all Aggregation Members. Nothing
in this Article related to the Term, or the possibility of agreement to an Extended Term may be construed or applied
in any manner to create any expectation that any right or authority related to this Agreement granted by Aggregator
to Supplier shall continue beyond the Term or an approved Extended Term.
C. Notification. In the event Aggregator decides either(a)the Aggregation Program will terminate upon expiration,
or(b)that that it would like to renew the Aggregation Program with an ARES other than Supplier, then Aggregator
must provide notice to Supplier at least 90 days prior to the first expiration date (billing cycle)of any Aggregation
Member in the last month of the Term, as elected by Aggregator and set forth in Exhibit A. In the event such
notification is not received by Supplier by the applicable date,the Parties will in good faith negotiate an extension for
a price no later than sixty(60)days prior to the first expiration date(billing cycle)of any Aggregation Member in the
last month of the Term,as elected by Aggregator and set forth in Exhibit A. In the event no extension is agreed upon
by the Parties,the Parties will have no obligation to each other to extend the Aggregation Program.
D. Term of Enrollment. Members shall remain enrolled in the Aggregation Program until the Member exercises
the right to opt-out, or they otherwise terminate their participation in the Aggregation Program,their participation in
the Aggregation is terminated by Aggregator,their participation in the Aggregation Program is terminated by Supplier
or the Utility, or until this Aggregation Program is terminated,whichever occurs first.
E. Interaction Between Termination Dates of this Agreement and Contracts with its Members. Members
initially enrolled in the Aggregation Program shall receive Electric Supply at the Retail Power Price set forth in this
Agreement. If this Agreement is terminated prior to the end of the Term due to a Regulatory Event, then Electric
Supply will terminate early and the Members will be switched to the Utility's Rate BGS-1 or BGS-2 default rate,
where applicable, provided by the Utility as required by 220 ILCS 5/16-103 and defined by its rates on file with the
ICC pursuant to 200 ILCS 5/Art. IX. ("Tariff Service") in accord with the standard switching rules and applicable
notices. If this Agreement is terminated pursuant to the terms of this Agreement, the Aggregation Program will
terminate early and the Aggregation Member may choose another ARES or will be switched to Utility default service
in accord with the standard switching rules and applicable notices. The Members are responsible for arranging for
their supply of energy upon expiration or termination of this Agreement. If this Agreement is terminated prior to the
end of the Term and a Member has not selected another supplier, such Member will be switched to Utility default
service.
ARTICLE 4: PROGRAM RESPONSIBILITIES
A. Aggregator Responsibilities.
1. Program Responsibilities. Aggregator shall perform those duties related to the Aggregation Program as
required by Section 1-92 of the Act, e.g. adopting an ordinance authorizing aggregation, submitting a referendum
to its residents,abiding by notice and conduct requirements of general election law,developing a plan of operation
and governance, holding public hearings, and informing residents of opt-out rights.
2. Customer Information. Aggregator Consultant or Aggregator Designee shall obtain the Customer
Information from Aggregator or Utility directly, and provide the Customer Information to Supplier for use in the
enrollment and opt-out process set forth in Article 5. Aggregator acknowledges that Supplier is not liable for the
completeness or accuracy of the account information included on,or excluded from,the Customer Information data
files provided for this purpose. Aggregator further acknowledges that Supplier is not liable for any incremental costs
associated with performing additional services to correct errors or omissions resulting from Customer Information
data provided by Aggregator or Ameren.
3. Notices from Utility. Aggregator shall promptly forward to Supplier any notices received by Aggregator
from Ameren concerning the account(s)of Aggregation Member(s).
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 3 of 13
4. No Aggregator Obligations to Provide Services.The Parties acknowledge and agree that Aggregator is
not responsible to provide, and this Agreement shall not be construed to create any responsibility for Aggregator to
provide, the Services to any person or entity, including without limitation Supplier, Ameren, or any Aggregation
Member.
5. No Aggregator Financial Responsibility.The Parties acknowledge and agree that this Agreement does
not impose or create,and shall not be construed to create,any financial obligation of Aggregator to any other person
or entity, including without limitation Supplier,Ameren, or any Aggregation Member.
6. Compliance with Applicable Law. Aggregator shall comply with all applicable laws in providing the
Service pursuant to this Agreement.
B. Supplier Obligations.
1. Provision of Services. Supplier shall provide all of the Services described in Article 5 of this Agreement
throughout the Term.
2. Compliance with Applicable Law. Supplier shall comply with all applicable requirements of Illinois state
law, including the Act, rules and regulations of the ICC, tariffs applicable to the Utility and MISO, and all other
applicable federal and state laws,orders, rules and regulations, including the terms and conditions for providing the
Services pursuant to this Agreement.
ARTICLE 5: SUPPLIER SERVICES
Supplier shall supply all of the following services in support of the Program(collectively, the"Services"):
A. Electricity Supply.
1. Electricity Supply.
a. Transmission. Supplier will acquire and pay all necessary transmission services up to the Point of
Delivery to deliver electricity supply to Members, including all electricity commodity costs, MISO
charges, congestion charges, distribution and transmission losses, and capacity charges. Supplier
does not have responsibility for any delivery of services supplied by the Utility or RTO, or for the
consequences of the failure to provide such services. Supplier shall not be responsible to Member in
the event the Utility or RTO disconnects, suspends, curtails or reduces services to Member for any
reason.
b. Billing. To the extent allowed by law and the Ameren tariff, Supplier shall make all arrangements for
Aggregation Members to receive a single monthly bill from Ameren during the Term. As part of such
arrangement, it is expected that the following fees will continue to be collected and processed by
Ameren: monthly payments, late payments, delivery charges, monthly service fee, and applicable
taxes.
c. Data. Supplier shall maintain a confidential database recording historical account information for
Member accounts that has been provided to Supplier by Ameren, Aggregator, and/or Consultant or
Aggregator Designee. Supplier will provide to the Aggregator and/its Consultant the initial account
list for all Eligible Retail Customers who have been enrolled in the program. Furthermore, Supplier
will also provide a list of the Eligible Retail Customers who have initially opted-out of the program.
Both lists will be transmitted together in a text-based, comma-delineated file (.csv). At a minimum,
but not limited to, the files should contain: account number, account name, premise address Line 1,
premise address Line 2, premise address Line 3, premise address City, premise address State,
premise address Zip Code.
d. Title. Title to and risk of loss for the electricity sold and delivered to Members shall pass to the purchasing
Member upon delivery at the Point of Delivery;
2. Supply Mix. Supplier shall be capable of providing the supply mix of traditional and renewable sources in
Exhibit A, if applicable.
3. Delivery Specifications
a. Quality and Measurement. Supplier agrees that all electricity sold pursuant to this Agreement shall be
delivered in accordance with applicable MISO and Ameren rules and tariffs and suitable for delivery to
Members.
b. Title. Supplier warrants that it possesses or will possess good marketable title to all electricity sold
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 4 of 13
pursuant to this Agreement, and that such electricity will be free from all liens and adverse claims when
delivered to the Point of Delivery.
c. Delivery. Supplier shall deliver all electricity sold pursuant to this Agreement at the Point of Delivery to be
delivered to the Aggregation Members.
B. Program Implementation.
1. Member Service. Supplier shall maintain certain minimum levels of customer service including:
a. Program Management and Documentation.Supplier program management and documentation shall
be in accordance with this Agreement and Supplier's response to Aggregator's Request for Proposals.
b. Confidentiality. Supplier and Aggregator shall maintain the confidentiality of customer information
pursuant to Article 10 of this Agreement and as required by law.
c. Customer Service. Supplier shall assist Aggregation Members with their inquiries. Concerns
regarding service reliability should be directed to Ameren, billing questions should be directed to
Ameren or Supplier, as applicable, and any unresolved disputes should be directed to the ICC.
Inquiries from Aggregation Members should be managed within the following performance parameters:
i. Telephone Inquiries. Supplier shall maintain a toll-free telephone access line which shall be
available to Aggregation Members 24 hours a day, seven days a week. Trained company
representatives shall be available to respond to customer telephone inquiries during normal
business hours. After normal business hours,the access line may be answered by a service or an
automated response system, including an answering machine. Inquiries received after normal
business hours shall be responded to by a trained company representative within two business
days.
ii. Internet and Electronic Mail. Supplier shall establish and maintain a web page providing
information to the Aggregation Members. The website shall provide basic information concerning
the Aggregation Program and facilitate customer inquiries by providing contact information for
questions.
iii. Multi-Lingual Services. Supplier shall provide reasonable customer service for Members
requiring verbal and/or written assistance in Spanish.
iv. Hearing Impaired. Supplier shall provide reasonable customer service for hearing impaired
Members.
2. Enrollments. Supplier shall perform the following Aggregation account enrollment tasks:
Opt-Out Period. Supplier shall conduct an initial Opt-Out Period, which shall be a twenty-one (21)
calendar day period, from the date of postmark, during which eligible residents and small commercial
retail customers may opt-out of the Aggregation Program prior to enrollment.
After the initial Opt-Out Process is completed, the Aggregator and Supplier may establish protocols
and procedures to hold additional Opt-Out Periods for Eligible Retail Customers that were not mailed
Opt-Out notices in earlier Opt-Out Periods within the term of the ongoing aggregation. Any new Eligible
Retail Customers shall be able to enroll in the Aggregation Program under the same terms,conditions,
and pricing as accounts that were initially enrolled during prior Opt-Out Periods. However, newly
enrolled Eligible Retail Customers will only have the ability to participate in the Aggregation Program
for the time remaining in the term of this Agreement. Costs (for example for printing and mailing)
associated with subsequent Opt-Out Periods will be paid in the same manner as for the initial Opt-Out
Period.
a. Opt-Out Notifications. Supplier shall manage the Opt-Out Period Notification process in cooperation
with Aggregator and the Consultant or Aggregator Designee.
b. New Accounts. Supplier shall facilitate the addition of new customer accounts to the Aggregation
Program during the Term of this Agreement. Members wishing to opt-in to the Aggregation Program
may contact Supplier to obtain enrollment information. Supplier will make every effort to provide new
customers with the same pricing available to initial enrollees; however, such pricing cannot be
guaranteed. Supplier shall clearly state the rate to be charged for new accounts prior to enrollment.
c. Moving Within the Aggregator's Jurisdiction. Supplier shall continue service at the same rate and
under the same terms and conditions for any Member who relocates within the Aggregator's jurisdiction
prior to the expiration of the Term of this Agreement, providing that the Member notifies Supplier of its
desire to do so with 30 days'notice.
d. Credit/Deposit Requirements. Collection and credit procedures are to be the responsibility of Ameren
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 5 of 13
and the individual Member. Members will be required to comply with the payment terms of Ameren.
Aggregator is not responsible for late payment or non-payment of any Member account. Neither
Aggregator nor Supplier shall have a separate credit or deposit policy concerning Member accounts.
e. Reliability of Power Supply. The Parties acknowledge that the Aggregation Program only affects
pricing for the electricity sold pursuant to this Agreement up to the Point of Delivery and further
acknowledge Ameren will continue to deliver power through its transmission and distribution systems.
Responsibility for maintaining system reliability continues to rest with Ameren. If Members have service
reliability problems, they should contact Ameren for repairs. The ICC has established "Minimum
Reliability Standards"for all utilities operating distribution systems in Illinois. Member outages,duration
of outages, interruptions, etc., are monitored to ensure reliability remains at satisfactory levels. In
addition to maintaining the "wires" system, Ameren is required to be the "Provider of Last
Resort,"meaning that should Supplier fail for any reason to deliver any or all of the electricity needed
to serve the Members' needs, Ameren will immediately provide any supplemental electricity to the
Members as may be required. Ameren would then bill Supplier for the power provided on Supplier's
behalf,and the Members would incur no additional cost therefor over and above that which the Member
would have paid had Supplier delivered the power.
f. Fees Imposition. Neither Aggregator nor Supplier shall impose any conditions,terms,fees,or charges
on any Member served by the Program unless the particular term, condition, fee, or charge, or the
possibility of a change in the same, is clearly disclosed.
g. Enrollment and Disenrollment Charges. Supplier shall not assess any enrollment, switching, or
relocation fees on Aggregation Members. Customers may terminate services from Supplier without
penalty if they relocate outside of the Aggregator's governmental boundary. Members who did not opt-
out of the Aggregation Program during the opt-out period and who later leave the Aggregation Program
for other reasons may be assessed an early termination fee of$0.00.
h. Enrollment in Supplier Programs. Supplier agrees not to solicitor contract with Aggregation Program
Members outside the Aggregation Program and agrees not to use Aggregation Program Member data
and information for any other marketing purposes without written consent from the Aggregator. Nothing
herein shall prevent Supplier from soliciting and entering into agreements with retail customers for the
supply and delivery of electricity who have not enrolled in the Aggregation Program or who have opted-
out. Aggregator recognizes Supplier may have affinity programs or other opportunities to sell and
deliver to retail customers located in Aggregator's jurisdiction, and this Agreement does not bar such
actions by Supplier.
C. Cooperation at the Conclusion of the Appreciation. Aggregator shall request and Supplier may provide, if
legally permissible, from the Utility, those account numbers, names, and addresses of residential and small
commercial retail customers in the aggregate area that are reflected in the Utility's records that may be needed to
continue the Program with another ARES. Supplier has no obligation to request such information on behalf of
Aggregator or another Alternate Retail Electric Supplier.
D. Retail Power Price. The Retail Power Price is set forth in Exhibit A. The Retail Power Price is based on
Aggregation Members'historical or projected load data which is considered representative of the combined electricity
requirements ("Retail Power")for the proposed Term. The Retail Power Price applies to all Retail Power covered
under this Agreement. Retail Power Price also includes charges for distribution energy losses, capacity, MISO
transmission charges, and energy, including scheduling and load forecasting associated with the delivery of the
Retail Power. The Retail Power Price does not include any charges by the DSP, which are the responsibility of the
Member,including but not limited to charges for services under the applicable delivery service tariffs and riders,such
as delivery service charge, facilities charges, taxes (either billed for by the Utility or Member self-assessed),
environmental, public purpose program, or switching charges as may be applicable from time to time.
ARTICLE 6: REMEDIES AND TERMINATION
A. Remedies. In addition to every other right or remedy provided to a Party under this Agreement, if the other
Party fails to comply with any of the provisions of this Agreement(for reason other than an order, rule,or regulations
of a governmental agency or court having jurisdiction over the defaulting Party), then the non-defaulting Party may
give notice to the defaulting Party specifying that failure.
1. Cure Period. The defaulting Party will have 15 business days after the date of that notice to take all
necessary steps to comply fully with this Agreement, unless (a)this Agreement specifically provides for a
shorter cure period or (b) an imminent threat to the public health, safety, or welfare arises that requires a
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 6 of 13
shorter cure period, in which case the notice must specify the cure period, or (c) compliance cannot
reasonably be achieved within 15 business days but the defaulting party promptly commences a cure and
diligently pursues the cure to completion.
2. Failure to Cure. If the defaulting Party fails to comply within that 15-day period, or the shorter period if an
imminent threat, or if the defaulting Party fails to promptly commence a cure and diligently pursue the cure
to completion,then the non-defaulting Party,subject to the limits of applicable federal or State of Illinois law,
may take any one or more of the following actions:
a. Seek specific performance of any provision of this Agreement or seek other equitable relief,and institute
a lawsuit against the defaulting Party for those purposes.
b. Institute a lawsuit against the defaulting Party for breach of this Agreement and seek remedies and
damages as the court may award.
c. Terminate this Agreement as provided in Section B below.
B. Circumstance Leading to Termination. This Agreement may be terminated early in the following
circumstances:
1. Non-Compliance. By the non-defaulting Party if the defaulting Party fails to comply with any material term
or condition of this Agreement, provided the failure continues beyond the Cure Period and written Notice of
such failure is provided to the defaulting Party.
Material terms and conditions include but are not limited to:
a. A breach of the confidentiality provisions in Article 10 of this Agreement;
b. Supplier's disqualification as an ARES due to a lapse or revocation of any license or certification
required to perform the obligations set forth herein; or
c. Any act or omission that constitutes a willful or wanton deception by affirmative statement or practice,
or by omission,fraud, misrepresentation,or a bad faith practice.
2. Regulatory Event. The following shall constitute a"Regulatory Event":
a. Illegality. It becomes unlawful for a Party to perform any obligation under this Agreement due to the
adoption of, change in, or change in the interpretation of any applicable law by any judicial or
government authority with competent jurisdiction.
b. Adverse Government Action. A regulatory,legislative or judicial body(A)requires a material change
to the terms of this Agreement that materially or adversely affects a Party or (B) takes action that
adversely and materially impacts a Party's ability to perform, or requires a delay in the performance of
this Agreement that either Party determined to be unreasonable or(C)orders a change or modification
that affects the Program such that either Party's obligations hereunder are materially changed, and the
charge is not deemed a Force Majeure Event.
c. Occurrence of Regulatory Event. Upon the occurrence of a Regulatory Event,the adversely affected
Party shall give notice to the other Party that such event has occurred. Within thirty(30)days, or such
other period as the Parties may agree in writing, the Parties shall enter into good faith negotiations to
amend or replace this Agreement so that the adversely affected Party is restored as nearly as possible
to the economic position it would have been in but for the occurrence of the Regulatory Event. If the
Parties are unable to agree upon an amendment to this Agreement, within the prescribed time after
entering negotiations,the adversely affected Party shall have the right, upon ten(10)days prior written
notice, to terminate this Agreement. Upon termination of this Agreement as a result of a Regulatory
Event,the obligations of Supplier and each Aggregation Member set forth in the Terms and Conditions
shall survive termination.
3. Failure to Schedule and Deliver. The failure of Supplier to schedule electricity supply to Ameren for the
Aggregation Members, except as permitted under Force Majeure Events.
C. Termination Procedure.Aggregator will give written notice to Supplier of Aggregator's intent to terminate this
Agreement pursuant to the provisions of this Agreement ("Termination Notice"). The Termination Notice will set
forth with specificity the nature of the noncompliance. Supplier will have 30 calendar days after receipt of the notice
to object in writing to termination, to state its reasons for such objection, and to propose a remedy for the
circumstances. If Aggregator has not received a response from Supplier, or if Aggregator does not agree with
Supplier's response or any remedy proposed by Supplier, then Aggregator will conduct a hearing on the proposed
termination.Aggregator will serve notice of that hearing on Supplier at least 10 business days prior to the hearing,
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 7 of 13
specifying the time and place of the hearing and stating Aggregator's intent to terminate this Agreement.
1. Hearing. At the hearing, Supplier will have the opportunity to state its position on the matter, present
evidence, and question witnesses.Thereafter,Aggregator will determine whether or not this Agreement will
be terminated.The hearing must be public and held on record.
2. Reimbursement.The decision of Aggregator must be in writing and delivered to Supplier by certified mail.
If the rights and privileges granted to Supplier under this Agreement are terminated, then Supplier, within
14 calendar days after Aggregator's demand, must reimburse Aggregator for all costs and expenses
incurred by Aggregator, including, without limitation, reasonable attorneys' fees, in connection with that
termination of rights or with any other enforcement action undertaken by Aggregator.
D. Force Majeure Events. Supplier shall not be held in default under,or in noncompliance with,the provisions of
this Agreement, nor suffer any enforcement or penalty relating to noncompliance or default(including termination,
cancellation or revocation of the Program),where such noncompliance or alleged defaults occurred or were caused
by a "Force Majeure Event,"defined as a strike, riot,war, earthquake, flood, tidal wave, unusually severe rain or
snow storm, hurricane,tornado or other catastrophic act of nature, labor disputes, governmental, administrative or
judicial order or regulation or other event that is reasonably beyond Supplier's ability to anticipate or control.
ARTICLE 7: INDEMNIFICATION, INSURANCE,DISCLAIMER,AND LIMITATION OF LIABILITY
A. Indemnification. Supplier agrees to indemnify and hold Aggregator harmless from any claims,causes of action,
damages,judgments,and financial obligations arising Supplier's negligence,gross negligence,or willful misconduct.
B. Insurance. Supplier shall provide certificates of its current insurance upon request.
C. Limitation of Liability. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS CONTRACT FOR INCIDENTAL, INDIRECT,
SPECIAL, OR CONSEQUENTIAL DAMAGES IRRESPECTIVE OF WHETHER SUCH CLAIMS ARE BASED UPON
BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE OF ANY DEGREE), STRICT LIABILITY,
CONTRACT,OPERATION OF LAW OR OTHERWISE.
D. Disclaimer. SUPPLIER DOES NOT WARRANT OR GUARANTEE THE UNINTERRUPTED DELIVERY OF
RETAIL POWER TO AGGREGATION PROGRAM MEMBERS DURING FORCE MAJEURE EVENTS. SUPPLIER
WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR THE OPERATIONS OF THE UTILITY, INCLUDING BUT
NOT LIMITED TO, THE INTERRUPTION, TERMINATION, FAILURE TO DELIVER, OR DETERIORATION OF
UTILITY'S TRANSMISSION OR DISTRIBUTION SERVICE. EXCEPT AS MAY BE SPECIFICALLY PROVIDED
HEREIN, NO WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE SHALL BE APPLICABLE TO THIS AGREEMENT.
ARTICLE 8: MISCELLANEOUS
A. Entire Agreement. This Agreement, including all Exhibits,constitutes the entire Agreement and understanding
between the Parties with respect to the Services,which are included herein. All prior written and verbal agreements
and representations with respect to these Services are merged into and superseded by this Agreement.
B. Amendment. All amendments or modifications to this Agreement shall be made in writing and signed by both
Parties before they become effective.
C. Ownership of Data and Documents. All data and information, regardless of its format, developed or obtained
under this Agreement("Data"),other than Supplier's confidential information,will be and remain the sole properties
of Aggregator. Supplier must promptly deliver all Data in Supplier's possession or control to Aggregator at
Aggregator's request. Supplier is responsible for the care and protection of the Data in Supplier's possession or
control until that delivery. Supplier may retain one copy of the Data for Supplier's records subject to Supplier's
continued compliance with the provisions of this Agreement. Upon expiration of the Agreement, Supplier shall
provide Aggregator with an electronic copy of data specified in Section 5.A.1.e at no cost to Aggregator.
D. Assignment. This Agreement shall not be transferred or assigned by either Party without prior written consent
of the other Party, which shall not be unreasonably withheld, provided, however, that Supplier may 1) assign this
Agreement to an Affiliate without the express authorization of Aggregator, or 2)transfer or assign this Agreement to
any person or entity succeeding to all or substantially all of the assets of Supplier, within any independent
transmission system(e.g, MISO or PJM).
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 8 of 13
E. Notices. Any notices, requests or demands regarding the Services provided under this Agreement and the
Attachments shall be deemed to be properly given or made (i) if by hand delivery, on the day and at the time on
which delivered to the intended recipient at its address set forth in this Agreement; (ii)if sent by U.S. Postal Service
mail certified or registered mail,postage prepaid,return receipt requested,addressed to the intended recipient,from
the date of postmark;or(iii)if by Federal Express or other reputable express mail service,on the next business day
after delivery to such express service, addressed to the intended recipient at its address set forth in this Agreement.
The address of a Party to which notices or other communications shall be mailed may be changed from time to time
by giving written notice to the other Party of such change.
F. Waivers. The failure of either Party to insist upon strict performance of such requirements or provisions or to
exercise any right under this Agreement shall not be construed as a waiver or relinquishment of such requirements,
provisions or rights. Nothing in this Agreement shall be construed as a waiver of any rights, substantive or
procedural,that Aggregator may have under federal or state law unless such waiver is expressly stated herein.
G. Applicable Law and Choice of Venue. This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Illinois, without regard to principles of conflict of laws. Except as to any
matter within the jurisdiction of the ICC, all judicial actions relating to any interpretation, enforcement, dispute
resolution or any other aspect of this Agreement shall be brought in a Circuit Court of the State of Illinois,or if brought
pursuant to the jurisdiction of the federal courts,the United States District Court of the Central District of Illinois.
H. Exhibits. Exhibits attached to this Agreement are, by this reference, incorporated into and made part of this
Agreement.
I. Controlling Provisions. In the event of any inconsistency between the text of this Agreement and the terms of
the Exhibits hereto, the text of the Exhibits shall control.
J. Severability. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction,be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions or affecting the validity or enforceability of such provision in any other jurisdiction. The non-enforcement
of any provision by either Party shall not constitute a waiver of that provision nor shall it affect the enforceability of
that provision or the remainder of this Agreement.
K. No Third-Party Beneficiaries. Nothing in this Agreement is intended to confer third-party beneficiary status on
any person, individual, corporation or member of the public for any purpose.
L. Validity of Agreement. The Parties acknowledge and agree in good faith on the validity of the provisions,terms
and conditions of this Agreement, in their entirety, and each Party expressly warrants that it has the power and
authority to enter into the provisions,terms, and conditions of this Agreement.
M. Binding Effect.This Agreement shall inure to the benefit of, and be binding upon,Aggregator and Supplier and
their respective successors, grantees, lessees, and assigns throughout the Term of this Agreement.
N. Counterparts. The Parties agree that this Agreement may be executed in separate counterparts and delivered
by facsimile, or as an attachment to an electronic message (such as a pdf, of or other mutually acceptable type of
file attachment), each of which when so executed and delivered shall constitute but one and the same original
document.
O. Subcontractors. Supplier agrees to employ only those subcontractors that it determines are reasonably
necessary. Subcontractors shall be held to the confidentiality standards applicable to Supplier pursuant to Article
10, and shall be required to otherwise comply with the requirements of this Agreement. The use of subcontractors
shall not relieve Supplier from the duties,terms and conditions in this Agreement. For purposes of this Agreement,
regional transmission organizations, independent system operators, local utilities, and renewable energy certificate
counterparties are not considered subcontractors.
P. Forward Contract. The Parties agree this Agreement is construed and understood to be a "forward contract"
as defined by the U.S. Bankruptcy Code.
ARTICLE 9: REPRESENTATIONS AND WARRANTIES
A. Mutual Representations and Warranties. Each Party represents and warrants to the other Party, as of the
date of this Agreement,that:
1. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation,
and if relevant under such laws, in good standing;
2. It has the corporate, governmental and/or other legal capacity, authority and power to execute, deliver and
enter into this Agreement and any other related documents, and perform its obligations under this
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 9 of 13
Agreement, and has taken all necessary actions and made all necessary determinations and findings to
authorize such execution, delivery and performance;
3. The individual signing this Agreement on behalf of such Party is authorized to execute this Agreement in the
name of such Party.
4. The execution, delivery and performance of this Agreement does not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or judgment of any court or other
agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting
it or any of its assets;
5. It has reviewed and understands this Agreement and has independently assessed the merits of this
Agreement;
6. It shall comply with all federal,state,and local laws,regulations,licensing,and disclosure requirements;and
7. It shall maintain the confidentiality of Aggregation Members' account information, as required by 815 ILCS
505/2HH;
B. Additional Representation by Supplier. Supplier hereby further represents to Aggregator that,as of the date
of this Agreement, Supplier shall maintain all of the qualifications, certifications, approvals, and other authorizations
required by law to provide the Services pursuant to this Agreement.
ARTICLE 10: CONFIDENTIALITY
Supplier shall preserve the confidentiality of the account information it receives as a result of the performance of its
obligations set forth herein.
A. Supplier and Aggregator shall not disclose, use, sell or provide customer account information to any person,
firm or entity for a purpose outside of the operation of the Program. This provision shall survive the termination of
this Agreement.
B. Notwithstanding the foregoing, Supplier and Aggregator may disclose confidential account information as
required by law,and any such disclosure shall not be a violation of this Agreement. However,such disclosure shall
not terminate the obligations of confidentiality with respect to that or any other information.
C. Each Party shall give the other Party prompt notice of any discovery request or order,subpoena, or other legal
process requiring disclosure of any confidential account information or the confidential information of the other
Party.
D. To the extent legally permissible and practicable, Supplier shall provide Aggregator and Aggregator shall
provide Supplier with sufficient advance notice as to give the other Party an opportunity, at the other Party's
discretion and sole cost,to seek to quash the subpoena,obtain a protective order or similar relief.
E. In response to an order, subpoena, or other legal process, Supplier and Aggregator shall furnish only that
portion of the confidential account information that is required or necessary in the opinion of Supplier's legal counsel.
In addition, Supplier and Aggregator shall use reasonable efforts to obtain reasonable assurances that any account
information so disclosed will be treated as confidential.
F. Notwithstanding the foregoing,nothing herein shall prevent the use by Supplier or Aggregator of such customer
account information for the purpose of communicating with its customers or former customers. In addition, nothing
herein shall prevent Supplier or Aggregator from using information in the public domain now or in the future.
G. Supplier acknowledges Aggregator's obligation to provide certain information subject to Freedom of Information
Act requests, provided that such requests are within the bounds of the applicable law(s). Supplier expressly
reserves the right to protect the confidentiality of all proprietary, confidential, or commercially sensitive information
that is not subject to Freedom of Information Act requests or which is exempt therefrom.
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 10 of 13
k,
IN WITNESS WHEREOF, the Parties have duly executed this agreement to be effective on the date first written
above.
Illinois Power Marketing Company Aggregator:City of Canto
d/b/a Homefield Energy
0 #
Signed: Signed: b.,__....A Al `,
Name: Name: MUM 0 OC
Title: Title: Wd IV
Date: Date: AWL WL i 7 iOLO
Notices to Supplier: Notices to Aggregator:
Mark Fanning
�Senior Director Name&Title:Cry 1I ),if ris&r n_
1500 Eastport Plaza Dr.
Collinsville, IL 62234 Street: /3, AAA/e
Phone:618-343-7734 � //,�,
E-mail: Mark.Fanning@vistraenergy.com City,ST ZIP: (1.,itrkto0 ii,' ll!is
With a Copy to:
DynegySi, Inc. / i/7 (tQ/
6555 Sierra Drive Phone: 361 (L (�
Irving,Texas 75039 �, ,
Attn: Retail Contract Administration E-mail: C tx)t 1K,tc(5r'w(..4,d drJ CA r i,// Ori 6
City of Canton.HFE.Agg Program AgreementMGM.03.17.2020 v2 Page 11 of 13
HOMEFIELD
ENERGY A DYNEGY COMPANY
EXHIBIT A: PRICING CONFIRMATION
(Traditional Power Option)
This Exhibit A applies to the fully executed Aggregation Program Agreement dated March 17,2020
between Illinois Power Marketing Company d/b/a Homefield Energy and the City of Canton and
forms a part thereof.
Customer Initial ONE box below to Elect Term and Price
Retail Power Price Delivery Term: 12 months
$0.04064/kWh June 2020 meter read date through
June 2021 meter read date
Retail Power Price Delivery Term: 24 months
$0.04249/kWh June 2020 meter read date through
June 2022 meter read date
Retail Power Price Delivery Term: 36 months
$0.04420/kWh June 2020 meter read date through
June 2023 meter read date
The Retail Power Price indicated above for the traditional power option will be applicable for all Aggregation
Members, unless an Aggregation Member elects to participate in the Renewable Power Option, if applicable.
/../(//
Y//?/d.do?
City of Canton.HFE.Agg Program Agreement.MGM.03.17.2020 v2 Page 12 of 13
HOMEFIELD
ENERGY A DYNEGY COMPANY
EXHIBIT A: PRICING CONFIRMATION
(Traditional Power Option with Civic Contribution Fee*)
This Exhibit A applies to the fully executed Aggregation Program Agreement dated March 17,2020
between Illinois Power Marketing Company d/b/a Homefield Energy and the City of Canton and
forms a part thereof.
Customer Initial ONE box below to Elect Term and Price
Retail Power Price Delivery Term: 12 months
$0.04164/kWh June 2020 meter read date through
June 2021 meter read date
Retail Power Price Delivery Term: 24 months
N $0.04349/kWh June 2020 meter read date through
June 2022 meter read date
Retail Power Price Delivery Term: 36 months
$0.04520/kWh June 2020 meter read date through
June 2023 meter read date
*The Retail Power Price includes a civic contribution rate of$0.001 per KWh. Supplier shall pay Aggregator
annually at said rate for all usage consumed and paid for by all Aggregation Members.
City of Canton.HFE.Agg Program AgreementMGM.03.17.2020 v2 Page 13 of 13