R2020-143 Resolution Authorizing the Execution of a Service Agreement for Supply of Electricity for Residential and Small Commercial Customers Municipal Aggregration Homefield Energy

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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 fads 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 Leadingto Termination. This Agreement may be terminated early in the following circumstances: 1. Non-Compliance. By the non-defaulting Party if the defaulting Party faits 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 Parry 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 NcaturME.NEG.A99 Program Agreement_MGM.10.05.2020 Page 7 of 12