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Master Energy Purchase Agreement—Electric Commodity Sales
<br /> (Sotutims/Key Accmis GTC v.12.11.17)
<br /> This Master Energy Purchase Agreement — Electric Commodity Sates, which collection and enforcement of its rights on accounts greater than thirty(30)calendar
<br /> comprises the below General Terms and Conditions (the "General Terris and days past due.
<br /> Conditions')dated and effective as of May 2,2018 and all attachments and exhibits B. Invoice Disputes and Adlustments:Customer may, in good faith, dispute in
<br /> hereto, including any Attachment A-1 (each, an"Attachment" and collectively,this writing the correctness of any invoice rendered under this Agreement with respect to
<br /> "Agreement"),is entered into by and between AEP Energy,Inc.{"AEP Energy)and amounts due to AEP Energy.in event of any such dispute and prior to the due date of
<br /> City of Decatur f"CustEmler) (each of AEP Energy and Customer referred to the relevant invoice,Customer shall make payment of the undisputed portion of the
<br /> individually as a'Party"and collectively as the`Partes°}and is intended to govem the invoice within the normal terms and deliver to AEP Energy written notice of the
<br /> purchase and sale of Retail Energy(as hereinafter defined)between the Parties for dispute,which must include the amount of, and reasonably sufficient basis for,the
<br /> Customer's actoiurrt(s)(vrhic:h may include non-metered lighting accauurrr#ss)specified disputed amount and supporting documentation therefor(the 'Notice of Dispute'}.
<br /> on the relevant Attachment(each,a"Service Location"). During the forty-five(45)calendar days following AEP Energy's receipt of any Notice
<br /> General Terms and Conditions of Dispute(the"Dispute Period'}, the Partes shall expeditiously and in good faith
<br /> L PURCHASE AND SALE OF RETAIL ENERGY negotiate to informally resolve any disputed invoice.In accordance dance with any mutually-
<br /> During the relevant Term(as hereinafter defined),AEP Energy shall sell to Customer agreed written resolution of arry such dispute or if the Partes are unable to mutually
<br /> the generation porton of its retail electric requirements at each Service Dation,and resolve in writing such dispute before expiration of the Dispute Period, any such
<br /> Customer shall exclusively purchase from AEP Energy, all of its retail electric disputed amount shall become immediately due and payable(without further notice or
<br /> generation supply requirements at its Service Location(s)(the'Retail Energy%the demand).AEP Energy may at any time adjust and re-issue any previouslyAssued
<br /> terms and conditions of which are described in the relevantAttachment(s)hereto.The invoice to reflect Custorees actual usage during the billing period covered therein,
<br /> Retail Energy shall be provided to Customer's relevant electric distribution company, irrespective of whether Customer had previously paid the previously-issued invoice
<br /> which shall be specified in each Attachment ("EDC'), and transmission system and Irrespective of whether a Party or third party was at fault for the omission of such
<br /> Interconnection point(each,a'Delivery Point").The EDC is responsible for delivery of usage from the previously4ssued invoice. Customer will receive credit in re4sssued
<br /> the Retail Energy to the Service Location(s)at and from the Delivery Point,as well as invoices for any amourd of the previously-issued invoice that had been paid by
<br /> for reading Customer's meter and responding to emergencies. The delivery and Customer. AEP Energy may, at its election, issue a single invoice consolidating
<br /> metering of the Retail Energy is subject to the applicable terms and conditions of the multiple billing periods by itemizing the amounts omitted for each billing period at
<br /> EDC. Customer designates AEP Energy as an authorized recipient of Customers Issue
<br /> account,billing, and historical and ongoing usage information and consents to the Ili. TAXES
<br /> disclosure by each EDC to AEP Energy of certain basic Information about Customer, Each Party shall pay or ceruse to be paid all taxes,fees,levies,penalties,licenses,or
<br /> inududing: account number, meter number, ureter read data, rate class, billing and charges imposed by any governmental entity or agency having jurisdiction associated
<br /> payment information,account name,service address,billing address,and telephone with the Retail Energy on its side of the relevant Delivery Point(including as enacted
<br /> number.Customer is solely responsible for payment of all charges or touts related to after the date hereof,'Taxes').The Party claiming entitlement to exemption from any
<br /> the EDC's delivery or distribution of the Retail Energy and other services,whether Taxes or charges shall be responsible(A)to furnish timely to the other Party any
<br /> billed to AEP Energy or Customer, including any switching, telecommunications, necessary supporting documentation and(B)for associated interest,penalties,and/or
<br /> and/or meter or meter reading related costs. Taxes from which exemption could not be documented due to any failure to do so.
<br /> The Retail Energy pricing specified in the relevant Attachment is detemimed by AEP IV. TERM AND EFFECT OF TERMINATION
<br /> Energy using Customer's actual and estimated historical and forecasted toad data, This Agreement shall remain in effed from the date hereof and the relevant term shall
<br /> which is considered representative of the Service Location(s)' anticipated Retail continue concurrently with any Attachment then in effect,unless sooner terminated
<br /> Energy requirements for the Term,and applies to all Retail Energy covered under the hereunder(tire'Term,'which Includes any Holdover Term(as hereinafter defined)or
<br /> relevant Attachment,including any unmetered lighting volumes. renewal term). AEP Energy shall use commercially reasonable efforts to begin
<br /> It. BILLING AND PAYMENT supplying Retail Energy to Customer under the relevant Attachment(A)upon the
<br /> A. General BMina and Payment Terms:AEP Energy shall provide monthly invoices available enrollment date that is established by the EDC and estimated to be on or
<br /> related to the sold Retail Energy, based on the relevant EDC's meter read cycle, around the Anticipated Start Date specified in the relevant Attachment,and(B)after
<br /> depending on bitting method specified in the relevant Attachment, either(1)as a AEP Energy receives confirmation that the EDC has accepted the delivery service
<br /> single bill through utflity/EDC consolidated billing (UCS), (2) through supplier request(the'Commencement Date'); provided,however,diet in no event shall the
<br /> consolidated billing(SCS),or(3)as a separate bili from each of AEP Energy and the Commencement Date be fewer than three(3)calendar days following execution of
<br /> relevant EDC(Dual Bill).Custrmner's total monthly invoice may be itemized by the the relevant Attachment AEP Energy shall not be liable for any lost savings or lost
<br /> various costs associated with the functions specific to Retail Energy supply and opportunity as a result of any delay in the Commencement Date.
<br /> delivery in the EDC service'territory listed in the relevant Attachment.Any itemized Following terrnination or expiration of the relevant Term,AEP Energy may continue to
<br /> costs shall be determined according to the relevant Attachment AEP Energy reserves supply Retail Energy to any Service Location on a month-to-month holdover basis,
<br /> the right to convert the Customer invoicing method from time to time.AEP Energy has during which this Agreement shall continue (each, a 'Holdover Terml. The price
<br /> the right to estimate bills in cases where actual billing determinants are unavailable.In payable during any Holdover Term shall be the applicable Regional Transmission
<br /> cases where estimated bills are issued,AEP Energy shall subsequently reconcile the Organization('RTO')EDC day ahead hourly locational marginal price(LMP)plus an
<br /> actual bill(s)and the estimated bill(s)and post any debit or credit amount Customer adder of$0.005 per kWh,and any and all applicable bypassable charges for capacity,
<br /> shall pay all amounts due according to the instructors on the relevant invoice by transmission, line losses, ancillary services, renewable portfolio standards (RPS),
<br /> check or wire transfer,in immediately available funds,or Automated Clearinghouse, taxes, and all other costs to serve shall be passed through in a commercially
<br /> and AEP Energy shall have received such payment by the dose of business,no later reasonable manner to Customer with no additional mark-up. In cases where
<br /> than the number of days specified in the relevant Attachment after the date of the Customer's EDC does not provide interval usage data, AEP Energy shat, using
<br /> invoice containing the relevant charges.Late payments with respect to amounts due commercially reasonable methodologies,estimate the load weighted average of the
<br /> and payable to AEP Energy(including any outstanding late payment charges)shat applicable LMP Either Party may at any time terminate the Holdover Term and return
<br /> incur interest charges at a rate of interest equal to one and one-half percent(1.5%) any Service Location to the EDC without penalty or prejudice.
<br /> per month or the maximum allowed under applicable law,whichever is less.In any In the event of termination as provided in this Agreement all further obligations of the
<br /> instance where any payment is declined by the issuing institution,Customer shall be pies under this Agreement shall terminate without further liability of the Partes,
<br /> assessed a charge of forty-five dollars ($45) or the maximum allowed under except that the payment by the owing Party of any sums due and owing to the other
<br /> applicable law(whichever is less)per declined payment Customer shall be liable for party related to performance delivered prior to the terrination date,whether or not
<br /> at costs incurred by AEP Energy, including attorneys' fees, in connection with than invoiced, including any further late payment interest accruing after such
<br /> termination and any Settlement Amount(as hereinafter defined).Any other obligation
<br /> Csn`dential—Sojut;onsiKv Accounts GTC v.12,11.17 Page 1
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