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of Aggregator Supplier must promptly deliver all Data in Supplier's possession or control to Aggregator at
<br /> Aggregator's request. Supplier is responsible for the care and protection of the Data in Supplier's possession or
<br /> control until that delivery. Supplier may retain one copy of the Data for Supplier's records subject to Supplier's
<br /> continued compliance with the provisions of this Agreement. Upon expiration of the Agreement, Supplier shall
<br /> provide Aggregator with an electronic copy of data specified in Section 5 A 1 c at no cost to Aggregator-
<br /> 0.
<br /> ggregatorD. Assignment. This Agreement shall not be transferred or assigned by either Party without prior written consent
<br /> of the other Party, which shall not be unreasonably withheld, provided, however, that Supplier may 1)assign this
<br /> Agreement to an Affiliate without the express authorization of Aggregator,or 2)transfer or assign this Agreement to
<br /> any person or entity succeeding to all or substantially all of the assets of Supplier, within any independent
<br /> transmission system(e g, MISO or PJM)
<br /> E. Notices. Any notices. requests or demands regarding the Services provided under this Agreement and the
<br /> Attachments shall be deemed to be properly given or made(i) if by hand delivery,on the day and at the time on
<br /> which delivered to the intended recipient at its address set forth In this Agreement;(ii)if sent by U S.Postal Service
<br /> mail certified or registered mad,postage prepaid,return receipt requested,addressed to the intended recipient,from
<br /> the date of postmark,or(iii)rf by Federal Express or other reputable express mail service,on the next business day
<br /> after delivery to such express service,addressed to the intended recipient at its address set forth in this Agreement.
<br /> The address of a Party to which notices or other communications shalt be mailed may be changed from time to time
<br /> by giving written notice to the other Party of such change.
<br /> F. Waivers. The failure of either Party to insist upon strict performance of such requirements or provisions or to
<br /> exercise any nght under this Agreement shall not be construed as a waiver or relinquishment of such requirements,
<br /> provisions or nghts. Nothing in this Agreement shall be construed as a waiver of any rights, substantive or
<br /> procedural,that Aggregator may have under federal or state law unless such waiver is expressly stated herein.
<br /> G. Applicable Law and Choice of Venue. This Agreement shall be governed by, construed and enforced in
<br /> accordance with the laws of the State of Illinois,without regard to principles of conflict of laws. Except as to any
<br /> matter within the jurisdiction of the ICC, all judicial actions relating to any interpretation, enforcement, dispute
<br /> resolution or any other aspect of this Agreement shall be brought in a Circuit Court of the State of Illinois,or if brought
<br /> pursuant to the jurisdiction of the federal courts,the United States District Court of the Central District of Illinois.
<br /> N. Exhibits. Exhibits attached to this Agreement are, by this reference,incorporated into and made part of this
<br /> Agreement.
<br /> L Controlling Provisions. In the event of any inconsistency between the text of this Agreement and the terms of
<br /> the Exhibits hereto,the text of the Exhibits shall control,
<br /> J. Severability Any provision in this Agreement that is prohibited or unenforceable in any junsdiction shall,as to
<br /> such junsdiction,be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
<br /> provisions or affecting the validity or enforceability of such provision in any other jurisdiction. The non-enforcement
<br /> of any provision by either Parry shall not constitute a waiver of that provision nor shall it affect the enforceability of
<br /> that provision or the remainder of this Agreement
<br /> K No Third-Party Beneficiaries. Nothing in this Agreement is intended to confer third-party beneficiary status on
<br /> any person,individual,corporation or member of the public for any purpose.
<br /> L. Validity of Agreement. The Parties acknowledge and agree in good faith on the validity of the provisions,terms
<br /> and conditions of this Agreement, in their entirety, and each Party expressly warrants that it has the power and
<br /> authonty to enter into the provisions,teres,and conditions of this Agreement.
<br /> M. Binding Effect.This Agreement shall inure to the benefit of,and be binding upon,Aggregator and Supplier and
<br /> their respective successors.grantees,lessees,and assigns throughout the Term of this Agreement
<br /> N. Counterparts, The Parties agree that this Agreement may be executed in separate counterparts and delivered
<br /> by facsimile,or as an attachment to an electronic message(such as a pdf,of or other mutually acceptable type of
<br /> file attachment), each of which when so executed and delivered shall constitute but one and the same original
<br /> document
<br /> O. Subcontractors. Supplier agrees to employ only those subcontractors that it determines are reasonably
<br /> necessary. Subcontractors shall be held to the confidentiality standards applicable to Supplier pursuant to Article
<br /> 10,and shall be required to otherwise comply with the requirements of this Agreement, The use of subcontractors
<br /> shall not relieve Supplier from the duties,terms and conditions in this Agreement For purposes of this Agreement,
<br /> regional transmission organizations,independent system operators,local utilities,and renewable energy certificate
<br /> counterparties are not considered subcontractors
<br /> P. Forward Contract. The Parties agree this Agreement is construed and understood to be a"forward contract'
<br /> City of Deeatur.HMNEG.Agg Program Agreement.MGM.10.05,2020 Page 9 of 12
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