R2012-194 AUTHORIZING EXECUTION OF A SERVICE AGREEMENT WITH THE LOWEST RESPONSIBLE BIDDER FOR THE SUPPLY OF ELECTRICITY

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WMEFIELD E N E R G Y 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 affect the Program such that either Party's obligations hereunder are materially changed (including the capacity market changes contemplated in FERC docket ER11-4081), 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 Party 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 Homefield and each Aggregation Member set forth in the Terms and Conditions shall survive termination. 3. Failure to Schedule and Deliver. The failure of Homefield to schedule electricity supply to Ameren Illinois for the Aggregation Members, except as permitted under force majeure events. C. Termination Procedure. Aggregator will give written notice to Homefield 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. Homefield will have 30 calendar days after receipt of the notice to object in writing to termination, to state its reasons for that objection, and to propose a remedy for the circumstances. Upon request, Homefield shall be permitted to address the Aggregator's governing body concerning its objections at a regularly scheduled or special public meeting. D. f=orce Maieure Events. Homefield shall not be held in default under, or in noncompliance with, the provisions of this Agreement, nor suffer any enforcement or penalty relating to noncompliance or default (including termination, cancellation or revocation of the Program), where such noncompliance or alleged defaults occurred or were caused by a "Force Majeure Event,"defined as a strike, riot, war, earthquake, flood, tidal wave, unusually severe rain or snow storm, hurricane, tornado or other catastrophic act of nature, labor disputes, governmental, administrative or judicial order or regulation or other event that is reasonably beyond Homefield's ability to anticipate or control. ARTICLE 7: INDEMNIFICATION, INSURANCE, DISCLAIMER, AND LIMITATION OF LIABILITY A. Indemnification. Homefield agrees to indemnify and hold Aggregator harmless from any claims, causes of action, damages, judgments, and financial obligations arising Homefield's negligence, gross negligence, or willful misconduct. 11