R2021-108 Resolution Authorizing the Execution of an Agreement for the Electricity Supply for the City of Decatur Electric Accounts

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r y- o, plus the positive difference fit an Price minus the yj of the Percent Energy each party waives and agrees not to assert the applicability Monthly Usage kWh in the Monthlrice y by the Total of the provisions of such Section 366 in any bankruptcy in the Term or Renewal Term y Billing Wiles remaining proceeding wherein such party is a debtor. DefaultingPart or bj if Supplier is the 17.RESOLUTION OF DISPLrrEs/ARsrrRATjON y, the net result of any unpaid invoices If a question or controversy arises between the Parties Customer to Supplier and,the : Positive difference if an of concerning the Observance or performance of any of the the Market Price minus the Percent Ener Yj g by the Total Monthly Usage 8Y Price multiplied terms,.provisions or conditions contained :herein or the g kWh in the Monthly Billing rights or obligations of either Party under this Agreement, Calces ion shall in the Term or Renewal Term=Any such such question lar controversy shall in the first instance be caleula#ion shall be discounted to present value,plus other tate subject of a meeting between the Parties to negotiate a costs, expenses and charges under this Agreement which resolution of such dispute.Such meetingsttail be held within the Alcor-Defaulting Party incurs as a result of such Early fifteen (15) days of a written request by either Party if Termination, in addition to and without prejudice to any within fifteen(1Sj days after that meeting the Parties have right of setoff,recoupment,combination of accounts,lien or not negotiated a resolution or mutually extended the period other right to which the Non-Defaulting Party is otherwise of negotiation,the question or controversy shall be resolved entitled,whether by operation of law,equity,contract or by arbitration in accordance with arbitration procedures otherwise as a result of the Event of Default and early established from time to time by the American Arbitration termination of this Agreement,subject to any limitations on Association("AAA1.The panel of arbitrators to be provided liability a$set forth in Section 9'WARRA , DISCLAIMER shall be competent in their expertise and qualifications to AND (.IMITATION OF LIABILITY. For the purposes of this understand and arbitrate the dispute. in addition to the section "Market Price" shall mean the amount; as arbitration procedures established by the AAA, arbitration determined by the Non-Defaulting Party,that a bona fide shall be conducted pursuant to the Federal Rules of third party would pay for the subject kWh at the then Evidence. The arbitrators may award only damages as current prevailing energy prices; The non-Defaulting Party allowed for by this Agreement,and attorney fees and other may consider, among other things, quotations from the legal costs. Any decision and award of the majority of leading dealers,in the wholesale energy industry,internally arbitrators shall be binding upon both Parties. Judgment developed forward market prices and other bona fide third upon the award rendered may be entered in;any court of Party offers as commercially available to the Nan-Defaulting competent jurisdiction. Party,which will be adjusted,as necessary,for the period 18.EXECUTION and differences in transmission costs, volume, and other Customer may provide Supplier with an executed facsimile factors, as reasonably determined by the Non-Defaulting copy of the Agreement, or other form of an electronic Party execution of the Agreement, and in such event the 15.MISCELLANEOUS Agreement Is binding on the Parties,upon acceptance and This Agreement constitutes the entire agreement of the execution by Supplier,and shall be deemed an original. Parties with respect to the subject matter of this Agreement 19.CHANGES IN CONSUMPTION and supersedes and extinguishes any and all prior oral or Customer will provide Supplier advanced notification of any written agreements between the parties concerning the planned shut-downs or known or anticipated changes to subject matter of this Agreement.This Agreement may only Customer's operations that will have an impact on Supplier's be modified or amended 'through a written document ability to accurately forecast Customer's load and/or notice signed by both parties.Except as otherwise set forth in this of any Account closings that may occur or may be expected x� Agreement, failure or delay on the part of Supplier to to occur during the Term. Supplier may incorporate a exercise any right,power,or privilege under this Agreement request that Customer provide a periodic production or load shall not operate as a waiver of such right, power or forecast to aid in forecasting Customer's load requirements privilege of this Agreement: asart of the terms of this p Agreement. 16. FORWARD CONTRACT/NON-UTILITY 24.CUSTOMER SERVICE ACKNOWLEDGEMENT For questions about your invoice or Supplier service,please The Parties agree this Agreement is construed and contact our Customer Care Department by calling Supplier Y understood to be a "forward contract' as defined by the at the toll free number listed on the Notices Schedule To " U.S. Bankruptcy Code.Each party agrees that,for purposes report a service outage in an emergency or for any other of this Agreement,the other is not a"utility"as such a renquestions,please contact your utility directly. term is used in Section 366 of the U.S,Bankruptcy Code,and Standard Hybrid Page 14 of 14 Confidential Document=-see sec.is CMT 29 Standard Hybrid Contract 2 Terni Version=07.21,2021