HomeMy WebLinkAboutResolution #5035 ILLINOIS POWER MARKETING COMPANY d/b/a HOMEFIELD ENERGY
ELECTRIC SERVICE AGREEMENT
EXHIBIT A
Issued: OCTOBER 29,2015
This offer is being presented to CITY OF CANTON ("Customer") by Illinois Power Marketing Company d/b/a Homefield
Energy ("Homefield Energy") and represents a price for the Customer's Full Requirement Retail Power ("Retail Power")
needs,as measured and delivered on a firm basis, at the service location(s) in the Delivery Service Provider's("DSP")service
territory listed on the Account Information Sheet, and other stated terms and conditions. Upon acceptance, this offer will
become Exhibit A of Homefield Energy's Electric Service Agreement Terms and Conditions("Agreement"), a copy of which
is attached. It is understood and agreed by Homefield Energy and Customer, to the extent there is any conflict in the
interpretation or understanding of the provisions in Exhibit A with the Agreement,the terms and conditions of the Agreement
supersede Exhibit A and are controlling, except in the event of a change in transmission charges or the RPS Charge,where in
such instances the related terms and conditions in this offer are controlling with regard to the terms and conditions of Section 7
of the Agreement.
CUSTOMER NOTICE&CONTACT INFORMATION
HOMEFIELD ENERGY CITY OF CANTON "CUSTOMER"
All Notices&Inquiries All Notices&Invoices,unless noted otherwise below
Weekdays between 7:30 AM and 4:30 PM (Please do not use P.O.Boxes for the Notices Address)
Attn: Contract Administration Attn: KATHY LUKER
Street: 1500 Eastport Plaza Drive Street: 2 N MAIN ST
City,ST&Zip Collinsville,Illinois 62234 City,ST&Zip CANTON,IL 61520
Phone: 309-647-6691
Fax: 888 354-9837 Fax:
DUNS#: 15-791-2432 E-mail:
Federal Tax ID#: 37-1395583 Federal Tax ID#:
Account Management All Invoices should be mailed here,if different from above:
Attn: Customer Care ❑ Check if to Account Service Address
Street: 1500 Eastport Plaza Drive Attention: ACCOUNTS PAYABLE
City,ST&Zip Collinsville,Illinois 62234 Street:
Phone: 888 451-3911,Option 3 City,ST&Zi
Fax: (888)354-9837 Phone:
Fax:
E-mail:
Send ACH Payments To: Send Mail Payments To:
JP Morgan Chase Bank Standard Mail: Overni ht Delivery:
for Illinois Power Marketing General Illinois Power Marketing JP Mor an Chase Bank
ABA:071000013 23532 Network Place 131 S.Dearborn St.,6th Floor
Account:771057304 Chicago, IL 60673-1235 Chicago, IL 60603
Preferred format is ACH-CTX. Attn: Lockbox 23532/Illinois Power
Marketing General
THIS EXECUTABLE OFFER EXPIRES AT MIDNIGHT ON THURSDAY,OCTOBER 29,2015!
TABLE 1: PRICING AND TERM INFORMATION
Power Price
Customer (¢/kWh) MISO RPS Delive Term DeliveryTerm
Initial to Charges Charge rY
/kWh ms Ends
Elect On Peak Off Peak (¢ ) (¢/kWh) Begins
4.287 4.287 0.566 0.101 December 2015 December 2016
4.381 4.381 0.655 0.102 December 2015 1 December 2017
Conditional Contingencies: This offer is contingent on completion of Conditional Contingencies as follows: Conditional
Contingency 1)approval by the respective management of both Customer and Homefield Energy prior to the submission of the
Direct Access Service Request ("DASR") for an on-cycle switch; Conditional Contingency 2) unless Homefield Energy and
Customer have prequalified credit prior to execution,final credit approval by Homefield Energy within the lesser of thirty(30)
days following Customer acceptance of this offer or the number of days prior to the deadline to submit a DASR to the DSP.
Homefield Energy may timely require Customer to provide credit support as a conditional contingency, in which case
Homefield Energy will make the request within five (5) days of Customer's execution of this Exhibit A. Any final
determination regarding credit support shall be concluded within the time period set forth in Conditional Contingency 2. Credit
support includes but is not limited to an executed letter of credit, parent guaranty, or other mutually acceptable form of credit
support;and,Conditional Contingency 3)acceptance by the DSP of Homefield Energy's DASR(s)for all listed accounts.
Term: Retail Power delivery will begin for each account with the first available meter reading date of the month noted under
Delivery Term Begins in Table 1, or as soon as possible thereafter, and ends with the regularly scheduled meter reading date,
for the month noted under Delivery Term Ends in Table 1, unless Customer and Homefield Energy mutually agree to extend
the Term of this Agreement in writing. Regularly scheduled meter reading dates are defined by the DSP Bill Group. If it is not
possible to begin deliveries on the regularly scheduled meter reading date due to the DSP switching rules, Customer may
request that Homefield Energy perform an off-cycle switch. If Customer so elects, Customer will receive an off-cycle
switching charge on Customer's delivery service invoice from the DSP.
Power Price:The Power Price is based upon Customer's historical or projected load data which is considered representative of
the Service Location'(s) Retail Power requirements for the proposed Term. The Power Price in Table 1 applies to all Retail
Power covered under this Agreement. Power Price also includes charges for distribution energy losses, capacity, and energy,
including scheduling and load forecasting associated with the delivery of the Retail Power. The Power Price in Table 1 does
not include any charges by the DSP, which are the responsibility of Customer, including, but not limited to: charges for
services under its applicable delivery service tariffs and riders, such as delivery service charges,facilities charges,taxes(either
billed for by the DSP or customer self-assessed), environmental, public purpose program, or switching charges, as may be
applicable from time to time.
Peak and Off-Peak pricing, if applicable, shall be applied for such periods as follows: 1) Peak Period means the hours from 6
A.M. until 10 P.M. Central Prevailing Time("CPT"),Monday through Friday except New Year's Day, Memorial Day,Fourth
of July,Labor Day,Thanksgiving Day and Christmas Day or if one of the preceding holidays occurs on a Sunday,the Monday
immediately following the holiday and 2)Off-Peak Period means all hours other than those included in the Peak Period.
Delivery Point: The Delivery Point(s) shall be the interconnection between the transmission and the DSP's distribution
system(s). Title to and risk of loss related to the Retail Power purchased hereunder shall transfer from Homefield Energy to
Customer at the Delivery Point(s). Homefield Energy warrants that it shall deliver to Customer at the Delivery Point(s) such
Retail Power free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any
person arising prior to the Delivery Point(s).
Renewable Portfolio Standard ("RPS") Charge: Pursuant to the Illinois Public Utilities Act, all Illinois Alternative Retail
Electric Suppliers("ARES")are required to have renewable energy sources as a percentage of their supply portfolio,effective
June 1,2009. The RPS Charge, identified in Table 1,represents Homefield Energy's charge for compliance,and is applicable
to all Retail Power supplied under this Agreement notwithstanding any other terms or limitations stated herein. If any rule,
regulation, tariff, ordinance, statute, or law affecting the obligation pertaining to renewable energy resources of any kind or
nature are amended or otherwise implemented by the applicable regulatory agency, during the Term of this Agreement,
notwithstanding the terms and conditions of Section 7 of the Agreement, Homefield Energy will change the RPS Charge and
add or reduce such charges incurred on Customer's behalf to comply with the change in effect during the corresponding period,
as applicable.
Transmission: Customer acknowledges that Homefield Energy will incur charges on Customer's behalf to deliver Retail
Power to the Delivery Point including,charges for MISO transmission and ancillary services and MISO energy market charges
(collectively"MISO Charges"), all of which are based upon the current applicable MISO Transmission Energy Market Tariff
("TEMT"')and MISO Business Practices Manuals,and all applicable costs associated with these charges are the responsibility
of the Customer. Such charges are set forth in Table 1 and apply to all Retail Power covered under this Agreement. If the
applicable TEMT, MISO Business Practices Manuals, successor transmission tariffs or business practices are amended or
otherwise implemented during the Term of this Agreement, notwithstanding the terms and conditions of Section 7 of the
Agreement, Homefield Energy will change the MISO Charges, and add or reduce such charges incurred on Customer's behalf
to comply with the transmission tariffs and business practices in effect during the corresponding period,as applicable.
HFE—AMEREN—TIER 12—FP STANDARD MuLTi-TERM Page 2 of 10 Confidential Document—See Sec.4
Changes in Consumption: Customer will provide Homefield Energy advanced notification of any planned shut-downs or
known or anticipated changes to Customer's operations that will have an impact on Homefield Energy's ability to accurately
forecast Customer's load. Homefield Energy may incorporate a request that Customer provide a periodic production or load
forecast to aid in forecasting Customer's load requirements as part of the terms of this Agreement.
Execution: Customer may provide Homefield Energy with an executed facsimile copy of the Agreement, or other form of an
electronic execution of the Agreement, and in such event the Agreement is binding on the Parties upon acceptance and
execution by Homefield Energy,and shall be deemed an original.
IN WITNESS WHEREOF, subject to any of the foregoing execution conditions,the Parties have executed and delivered this
Agreement on the date last signed by the Parties.
0 Check here if you are a local government entity,as defined by 50 ILCS 505/Local Government Prompt Payment Act
Check here if you wish to receive combined billing of your Homefield Energy charges and your local utility delivery
service charges.
Choose only one:
;11 heck here to receive a summary(master)invoice with usage detail for individual Accounts.
Check here to receive an individual invoice for each Account.
Have you completed all the applicable fields on Page 1,Exhibit A and marked the applicable boxes above?
HOMEFIELD ENERGY CITY OF CANTON
(SIGN HERE)
By: �/ —
Print Name: �-
Title: R�
Date:
Sign and return by email OR fax all pages of this Agreement to:
Email: RetailContractAdminRetailCOntractAdmin-COnfirms(cDdynegVCOm
Fax: 888-3549837 Attn: Contract Administration
We will return a fully-executed copy of your signed Agreement for your records.
HFE_AMEREN_TIER 12—FP STANDARD MULTI-TERM Page 3 of 10 Confidential Document—See Sec.4
LETTER OF AGENCY
Pursuant to the Electric Service Agreement between CITY OF CANTON ("Customer") and Illinois Power
Marketing Company d/b/a Homefield Energy ("Homefield Energy"), dated October 29, 2015, and in accordance with
Homefield Energy's delivery service Customer Terms and Conditions, Ill. C. C. No. 16 or 18 or 35, 1' Revised Sheet No.
3.011-3.012,Section B. Customer is granting this LETTER OF AGENCY("LOA")to Homefield Energy,with reference to the
following:
Customer grants Homefield Energy exclusive authority to act on its behalf as its Agent to accomplish the supply,
transmission, and related electric energy services, including but not limited to billing, scheduling, imbalance settlement, and
managing electricity supply for its service location(s) noted below located within the DSP service territory and, unless
otherwise agreed:
1. Homefield Energy shall provide electric energy supply to Customer at an electric energy price("Power Price")that does
not include any costs for the DSP's delivery or metering services, which shall be the responsibility of the Customer as
specified in the aforementioned Agreement between Customer and Homefield Energy.
2. By its acceptance of this LOA, Customer authorizes Homefield Energy to receive historical and on-going usage data
from the DSP.
3. All electric service associated with the specified accounts below shall be switched to Homefield Energy's retail supply.
4. Homefield Energy shall not charge any Direct Access Service Request submission and switching fees associated with
switching Customer to its retail supply.
The parties specifically acknowledge that a copy of this LOA may be provided to the DSP, along with a copy of the
customer's Notice Contact information,which includes mailing address and telephone contact information.
A copy of Customer's Account Information Sheet,which is part of the Electric Service Agreement between
Homefield Energy and Customer,is attached to this letter.
CITY OF CANTON
(SIGN HERE)
By:
Print Name:
Title: �raynL
Date:
HFE—AMEREN—TIER 12—FP STANDARD MULTI-TERM Page 4 of 10 Confidential Document—See Sec.4
HOMEFIELD ENERGY ELECTRIC SERVICE AGREEMENT
ACCOUNT INFORMATION SHEET FOR
CITY OF CANTON
AS OF 10/29/2015
Delivery Service Provider Utility Account# Bill Group Service Location
CIPS 9914001618 20 5 W TAMARACK STREET
CANTON,IL 61520
CIPS 9414000013 18 25495 N LAKESHORE DRIVE
CANTON,IL 61520
CIPS 8614000714 17 190 STONEGATE DRIVE
CANTON,IL 61520
LITE 8613126001 18 BOAT DOCK LIGHTING
CANTON,IL 61520
CIPS 8493009910 4 123 E PINE STREET
CANTON,IL 61520
CIPS 8104000217 5 1 DEPOT RD
CANTON,IL 61520
CIPS 7593008615 4 800 ANDERSON PL
CANTON,IL 61520
CIPS 6514000610 18 26900 N BOAT DOCK RD WELL 2 ELEC
CANTON,IL 61520
CIPS 6214002116 20 350 W HICKORY STREET
CANTON,IL 61520
CIPS 5593009518 4 27 VAN BUREN
CANTON,IL 61520
CIPS 5104008711 15 520 W LOCUST STREET
CANTON,IL 61520
CIPS 5014001112 15 37 S 20TH STREET
CANTON,IL 61520
CIPS 4504000515 6 11TH AVE
CANTON,IL 61520
CIPS 4404007227 18 2 N MAIN STREET
CANTON,IL 61520
CIPS 4214002911 20 350 W HICKORY
CANTON,IL 61520
CIPS 4204008523 15 W LOCUST STREET
CANTON,IL 61520
LITE 4204001913 2 101 E SPRUCE STREET
CANTON,IL 61520
CIPS 3993008915 4 61 N MAIN ST JONES PARK ELEC
CANTON,IL 61520
CIPS 3504009214 16 WATER TOWER LIGHTS
CANTON,IL 61520
CIPS 3487130009 12 E BANNER DIKE RD
CANTON,IL 61520
LITE 3333031069 16 TRAFFIC LIGHTS
CANTON,IL 61520
CIPS 3204001816 2 101 E SPRUCE STREET FIRE STATION 1
CANTON,IL 61520
CIPS 2291031006 20 140 W CHERRY STREET GREENWOOD CEMTR
CANTON,IL 61520
CIPS 2204009418 15 RR2 IND PARK LIFT
CANTON,IL 61520
CIPS 2114001710 15 E WALNUT EASTSIDE LIFT
CANTON,IL 61520
CIPS 2058046011 15 23900 E TREATMENT PLANT KILROY LIFT
CANTON,IL 61520
LITE 2019008000 4 2 N MAIN STREET
CANTON,IL 61520
HFE—AMEREN—TIER 12 FP STANDARD MULT[-TERM Page 5 of 10 Confidential Document—See Sec.4
CIPS 2004000821 5 14TH AVE
CANTON,IL 61520
CIPS 1793008911 4 ANDERSON LIFT STATION
CANTON,IL 61520
CIPS 0983068015 2 101 E SPRUCE STREET SHED
CANTON,IL 61520
LITE 0928015041 5 225 S 3RD AVE
CANTON,IL 61520
CIPS 0779007011 17 CITY TRAFFIC LIGHTS
CANTON,IL 61520
CIPS 0619162010 4 TRAFFIC LIGHTS
CANTON,IL 61520
CIPS 0423108078 4 TRAFFIC LIGHTS
CANTON,IL 61520
HFE_AMEREN_T[ER 12—FP STANDARD MULTI-TERM Page 6 of 10 Confidential Document—See Sec.4
ILLINOIS POWER MARKETING COMPANY ELECTRIC SERVICE AGREEMENT
TERMS AND CONDITIONS
This Electric Service Agreement ("Agreement") is between Illinois Power Marketing Company d/b/a Homefield Energy
("Homefield Energy") and CITY OF CANTON and is dated and effective as of the date the Agreement is signed by Customer
for Retail Power (as defined in Exhibit A) provided to Customer at the service location(s) defined in Exhibit A. (Hereinafter
Homefield Energy and Customer individually and collectively referred to as"Party"or"Parties",respectively). It is agreed and
understood by Homefield Energy and Customer,to the extent there is any conflict in the interpretation or understanding of the
Agreement with the offer, Exhibit A,the terms and conditions of this Agreement supersede the provisions of the offer and are
controlling.
AGREEMENT
1. ELECTRIC ENERGY SERVICES
Homefield Energy shall supply and deliver to Customer on a firm basis, and Customer shall exclusively purchase and
receive from Homefield Energy all of the Full Requirement Retail Power associated with Customer's service location(s)
(hereinafter "Retail Power"), pursuant to the terms and conditions which are described in the attached Exhibit A and
incorporated herein for all purposes. The Retail Power will be delivered to the interconnection between the transmission
system of the applicable transmission provider and the Delivery Services Provider's ("DSP") distribution system
("Delivery Point").The DSP will be responsible for delivery of Retail Power to Customer's meter from the Delivery Point.
The delivery of Retail Power over the DSP's distribution system is subject to the terms and conditions of the DSP relating
to delivery and metering. Customer shall provide written notice as soon as practicable of any changes to Customer's
Account and meter numbers and/or billing locations associated with Customer's delivery services. Customer is solely
responsible for payments of all charges related to the delivery of the Retail Power from the DSP whether billed to
Homefield Energy or Customer,and agrees to hold harmless and indemnify Homefield Energy from any liability,demand
or payment for same. Customer shall receive the delivery service bill directly from the DSP and shall pay such bill
according to the terms contained therein. Customer represents and warrants it is eligible to receive electric energy services
from Homefield Energy and that it has given all required notices to the supplier currently serving Customer,if applicable.
2. TERM OF AGREEMENT
This Agreement shall be in effect for a term as noted in Exhibit A unless the Parties shall mutually agree to extend the
Term of this Agreement in writing.
3. TAXES
Except for taxes on the gross income and property of Homefield Energy, all federal, state, and municipal or other
governmental subdivision taxes, assessments, fees, use taxes, sales taxes or excise taxes, or similar taxes or fees incurred
by reason of Retail Power services performed under this Agreement are the sole responsibility of Customer,and Customer
agrees to hold harmless and indemnify Homefield Energy from any liability, demand or payment for same. It is
understood that Homefield Energy is responsible for all taxes applicable prior to Homefield Energy's delivery to the
Delivery Point, and Homefield Energy agrees to hold harmless and indemnify Customer from any liability, demand or
payment for same.
4. CONFIDENTIALITY
Customer and Customer's agents and Homefield Energy and/or Homefield Energy's agents shall treat as confidential all
terms and conditions of this Agreement, including all information and documentation exchanged by the Parties during the
negotiations of this Agreement. Neither Party will disclose terms and conditions of this Agreement to any other Party,
except as required by law. Notwithstanding the foregoing, Homefield Energy and/or Homefield Energy's agents and
Customer and/or Customer's agents shall be allowed to acknowledge that an Agreement for Retail Power services does
exist between the Parties. At Homefield Energy's discretion, third-party agents of Customer may be asked to execute a
confidentiality agreement.
5. WARRANTY,DISCLAIMER AND LIMITATION OF LIABILITY
Homefield Energy warrants title to all Retail Power delivered hereunder, and sells such Retail Power to Customer free
from liens and adverse claims, to the Delivery Point. THIS IS HOMEFIELD ENERGY'S ONLY WARRANTY
CONCERNING THE RETAIL POWER SERVICES PROVIDED HEREUNDER, AND IS MADE EXPRESSLY
IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS,EXPRESSED OR IMPLIED, INCLUD-
ING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY
OR OTHERWISE. HOMEFIELD ENERGY DOES NOT GUARANTEE UNINTERRUPTED SERVICE AND
SHALL NOT BE LIABLE FOR ANY DAMAGES SUSTAINED BY CUSTOMER BY REASON OF ANY
FAILURE,ALTERATION OR INTERRUPTION OF SERVICE.NEITHER PARTY SHALL BE RESPONSIBLE
UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, OR OTHER BUSINESS INTERRUPTION
HFE—AMEREN_TIER 12_FP STANDARD MOLT[-TERM Page 7 of 10 Confidential Document—See Sec.4
DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR
OTHERWISE,INCURRED BY THE OTHER PARTY.
6. FORCE MAJEURE
To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this
Agreement and such Party(the"Claiming Party")gives notice and details of the Force Majeure to the other Party as soon
as practicable, then the Claiming Party shall be excused from the performance of its obligations under this Agreement
(other than the obligation to make payments then due or becoming due with respect to performance prior to the Force
Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall
not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations
of the Claiming Party for the period excused by Force Majeure.
"Force Majeure" shall mean an event or circumstance which prevents the Claiming Party from performing its obligations
or causes delay in the Claiming Party's performance under this Agreement, which event or circumstance was not
anticipated as of the date this Agreement was agreed to, which is not within the reasonable control of, or the result of the
negligence of,the Claiming Party,and which,by the exercise of due diligence or use of good utility practice, as defined in
the applicable transmission tariff, the Claiming Party is unable to overcome or avoid or cause to be avoided, such as, but
not limited to, acts of God; fire; flood; earthquake; war; riots; strikes, walkouts, lockouts and other labor disputes that
affect Customer or Homefield Energy. Force Majeure shall not be based on 1) Customer's inability to economically use
the Retail Power purchased hereunder;or 2)Homefield Energy's ability to sell the Retail Power at a price greater than the
price under this Agreement.
7. CHANGES IN LAW OR REGULATION
In the event that any change in or enactment of any rule, regulation, DSP's operating procedure, tariff, applicable
transmission tariff,ordinance,statute,or law affecting the sale or transmission,distribution,or purchase or other obligation
pertaining to renewable energy resources of any kind or nature,of Retail Power to Customer(including but not limited to
any administrative ruling, interpretation, or judicial decision) alters to the detriment or benefit of Homefield Energy its
ability to deliver Retail Power at the pricing set forth in this Agreement,as determined in its sole discretion and judgment,
Homefield Energy shall,except in the instances where the change or enactment relates to the pricing or charges associated
with the transmission charge or RPS charge as provided for in Exhibit A,whereby those terms are controlling, 1)provide
written notice to Customer of the change; 2) identify the change in pricing necessary to accommodate the impact of the
change, and 3) state the date upon which such new pricing shall be effective, which date shall not be less than thirty(30)
days from the date of the written notice and shall coincide with the next Monthly Billing Cycle invoice that follows the
thirty(30)day period.
8. ASSIGNMENT
This Agreement shall be binding on each Party's successors and permitted assigns. Neither Party shall assign this
Agreement or its rights without the prior written consent of the other Party, which consent shall not be unreasonably
withheld; provided, however, 1) Homefield Energy may assign its rights and obligations under this Agreement to an
affiliate without consent of the Customer, or 2)the assigning party("Assignor")shall be released from all liability under
this Agreement if assignee agrees in writing to be bound by the terms and conditions and assumes the liability of Assignor
under this Agreement.
9. WAIVER
Except as otherwise set forth in this Agreement, failure or delay on the part of either Party to exercise any right,power,or
privilege under this Agreement shall not operate as a waiver of such right,power or privilege of this Agreement.
10. CREDIT
Should Customer's creditworthiness or financial condition deteriorate following the date of this Agreement,as determined
by Homefield Energy in a commercially reasonable manner, based upon, but not limited to, reasonable concern over
Customer's payment pattern, discovery of negative or derogatory public information, and/or based upon a review of
Customer's most recently audited annual financial statements(which, if available,shall be supplied by Customer upon the
reasonable request of Homefield Energy), Homefield Energy may request adequate financial security from Customer in a
form acceptable to Homefield Energy as determined in a commercially reasonable manner. The failure of Customer to
provide adequate financial security to Homefield Energy within ten(10)Business Days of a written request by Homefield
Energy shall be considered an Event of Default under Section 12.
11. PAYMENTS/INVOICES
Homefield Energy shall render an invoice to Customer via mail or electronic mail ("e-mail") as soon as practicable after
the end of each Monthly Billing Cycle in which service was provided. Should the DSP fail to provide the customer's
usage information to Homefield Energy within five (5) Business Days after the published meter read date, Homefield
Energy reserves the right to provide the Customer with an estimated bill,to be trued up in an invoice that follows receipt
of the actual bill. Payments shall be received by Homefield Energy via an electronic method or check, deposited in the
HFE_AMEREx_TIER 12_FP STANDARD MUM-TERM Page 8 of 10 Confidential Document—See Sec.4
account specified on each invoice within twenty-one (21) Calendar Days following the issue date of each mailed or e-
mailed invoice,the"Due Date"unless Customer has elected to receive combined billing of Customer's Homefield Energy
charges and the DSP delivery service charges, in which case the "Due Date" shall be fourteen (14) Calendar Days as
described above. Amounts not paid on or before the Due Date shall be deemed delinquent and a late payment charge
equivalent to one and one-half(1-1/2) percent will be assessed each month on the unpaid balance ("Interest Rate"). If
Customer, in good faith, disputes the correctness of any invoice rendered under this Agreement then Customer shall 1)
provide written explanation of the basis of the dispute to Homefield Energy no later than the Due Date and 2) pay the
undisputed portion of the amount invoiced no later than the Due Date. If the disputed amount is determined to have been
due by Homefield Energy, it shall be paid to Homefield Energy within five(5)Business Days of such determination,along
with interest at the Interest Rate from and including the date such amount was due,but excluding the date paid.
For purposes of this Agreement, Business Day shall mean any day except a Saturday, Sunday, or a Federal Reserve Bank
holiday and Calendar Day shall mean every day including Saturday, Sunday and Federal Reserve Bank holidays.
If, however, Customer is a local government entity as defined by 50 ILCS 505/Local Government Prompt Payment Act
(the"Act"), then in such event the Act shall control with regard to the calculation of payment due dates and late payment
charges. All other provisions in this Section remain the same and are in effect.
12. EVENTS OF DEFAULT
Definition: An"Event of Default"shall mean, with respect to a Defaulting Party,the occurrence of any of the following:
(a)the failure to make,when due, any payment required pursuant to this Agreement if such failure is not remedied within
five (5) Business Days (as such term is defined in Section 11 above) after written notice of such failure; (b) any
representation or warranty made by such Party herein is false or misleading in any material respect when made or when
deemed made or repeated; (c) the failure to perform any material covenant or obligation set forth in this Agreement
(except to the extent constituting a separate Event of Default,and except for such Party's obligations to deliver or receive
where such Party has made payments due for such failure to deliver or receive,) if such failure is not remedied within five
(5) Business Days (as such term is defined in Section 11 above) after written notice; (d) such Party 1) files a petition or
otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any
bankruptcy,insolvency,reorganization or similar law,or has any such petition filed or commenced against it,2)makes an
assignment or any general arrangement for the benefit of creditors,3) otherwise becomes bankrupt or insolvent(however
evidenced), or 4)has a liquidator, administrator,receiver,trustee, conservator or similar official appointed with respect to
it or any substantial portion of its property or assets as part of bankruptcy proceeding or reorganization for the benefit of
creditors; (e) the failure of Customer to satisfy the creditworthiness/collateral requirements under Section 10 of this
Agreement; or: (f) a Party consolidates or merges with or into, or transfers all or substantially all of its assets to, another
entity and,at the time of such consolidation,amalgamation,merger or transfer,the resulting,surviving or transferee entity
fails to assume all the obligations of such Party under this Agreement, or the resulting, surviving or transferee entity does
not satisfy the creditworthiness/collateral requirement set forth in Section 10 of this Agreement.
Susnension and Early Termination: If an Event of Default occurs, the non-defaulting Party ("the Non-Defaulting
Party")may, at its option and in its sole discretion, 1)suspend its performance under this Agreement, or 2)terminate this
Agreement, at which Early Termination,the Non-Defaulting Party shall have the right to liquidate this Agreement and to
demand payment of, which the defaulting Party ("the Defaulting Party") shall pay upon invoice, a settlement amount
which shall be equal to a)if Customer is the Defaulting Party,any unpaid invoices plus,the positive difference(if any)of
the Power Price minus the Market Price multiplied by the Total Monthly Usage kWh in the Monthly Billing Cycles
remaining in the Term or b) if Homefield Energy is the Defaulting Party, the net result of any unpaid invoices by
Customer to Homefield Energy and, the positive difference(if any)of the Market Price minus the Power Price multiplied
by the Total Monthly Usage kWh in the Monthly Billing Cycles remaining in the Term. Any such calculation shall be
discounted to present value,plus other costs,expenses and charges under this Agreement which the Non-Defaulting Party
incurs as a result of such Early Termination, in addition and without prejudice to any right of setoff, recoupment,
combination of accounts, lien or other right to which the Non-Defaulting Party is otherwise entitled,whether by operation
of law, equity,contract or otherwise as a result of the Event of Default and early termination of this Agreement,subject to
any limitations on liability as set forth in Section 5 WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY.
For the purposes of this section"Market Price" shall mean the amount,as determined by the Non-Defaulting Party,that a
bona fide third party would pay for the subject kWh at the then current prevailing energy prices. The non-Defaulting Party
may consider, among other things, quotations from the leading dealers in the wholesale energy industry, internally
developed forward market prices and other bona fide third party offers as commercially available to the Non-Defaulting
Party,which will be adjusted,as necessary, for the period and differences in transmission costs,volume,and other factors,
as reasonably determined by the Non-Defaulting Party.
13. NOTICES
Except for Suspension or Early Termination Notices required under Section 12,all other notices to be provided under this
Agreement may be sent by U.S. mail, personal delivery, fax, or orally in the case of an emergency (with a written
HFE—AMEREx—TIER 12—FP STANDARD MULT[-TERM Page 9 of 10 Confidential Document—See Sec.4
confirmation following any notice due to an emergency). All such notices shall be deemed given and received when
transmitted by any of the above methods. However, all Suspension and Early Termination Notices must be given by
certified mail return receipt requested or by overnight delivery and shall be effective only upon actual receipt of notice.
Notices shall be sent in accordance to those identified on the attached Exhibit A.
14. FORWARD CONTRACT
The Parties agree this Agreement is construed and understood to be a "forward contract' as defined by the U.S.
Bankruptcy Code.
15. GOVERNING LAW
The validity, interpretation and performance of this Agreement shall be governed by and performed in accordance with the
laws of the State of Illinois, together with administrative and judicial decisions construing applicable provisions of the
Illinois retail choice law,220 ILCS 5/16-101 et al,and without regard to principles of conflicts of law.
16. RESOLUTION OF DISPUTES/ARBITRATION
If a question or controversy arises between the Parties concerning the observance or performance of any of the terms,
provisions or conditions contained herein or the rights or obligations of either Party under this Agreement, such question
or controversy shall in the first instance be the subject of a meeting between the Parties to negotiate a resolution of such
dispute. Such meeting shall be held within fifteen(15)days of a request by either Party. If within fifteen(15)days after
that meeting,the Parties have not negotiated a resolution or mutually extended the period of negotiation, the question or
controversy shall be resolved by arbitration in accordance with arbitration procedures established from time to time by the
American Arbitration Association ("AAA"). The panel of arbitrators to be provided shall be competent in their expertise
and qualifications to understand and arbitrate the dispute. In addition to the arbitration procedures established by the AAA,
arbitration shall be conducted pursuant to the Federal Rules of Evidence. The arbitrators may award only damages as
allowed for by this Agreement, and attorney fees and other legal costs. Any decision and award of the majority of
arbitrators shall be binding upon both Parties. Judgment upon the award rendered may be entered in any court of
competent jurisdiction.
HFE_AMEREx_TIER 12—FP STANDARD MULTI-TERM Page 10 of 10 Confidential Document—See Sec.4