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<br /> 11. PAYMENTSANVOICES
<br /> AEM shall render an invoice to Customer via facsimile or electronic mail("e-mail")as soon as practicable after the end of
<br /> each Monthly Billing Cycle in which service was provided. Should the DSP fail to provide the customer's usage
<br /> information to AEM within five(5)Business Days after the published meter read date,AEM reserves the right to provide
<br /> the Customer with an estimated bill,to be trued up in an invoice that follows receipt of the actual bill. Payments shall be
<br /> received by AEM via an electronic method or check,deposited in the account specified on each invoice within twenty-one
<br /> (21)Calendar Days following the issue date of each facsimiled or e-mailed invoice,the"Due Date"unless Customer has
<br /> elected to receive combined billing of Customer's AEM charges and the DSP delivery service charges,in which case the
<br /> "Due Date"shall be fourteen(14)Calendar Days as described above. Amounts not paid on or before the Due Date shall
<br /> be deemed delinquent and a late payment charge equivalent to one and one-half(1-1/2) percent will be assessed each
<br /> month on the unpaid balance("Interest Rate").If Customer,in good faith,disputes the correctness of any invoice rendered
<br /> under this Agreement then Customer shall 1)provide written explanation of the basis of the dispute to AEM no later than
<br /> the Due Date and 2)pay the undisputed portion of the amount invoiced no later than the Due Date.If the disputed amount
<br /> is determined to have been due by AEM, it shall be paid to AEM within five(5)Business Days of such determination,
<br /> along with interest at the Interest Rate from and including the date such amount was due,but excluding the date paid.
<br /> For purposes of this Agreement,Business Day shall mean any day except a Saturday,Sunday,or a Federal Reserve Bank
<br /> holiday and Calendar Day shall mean every day including Saturday,Sunday and Federal Reserve Bank holidays.
<br /> If,however,Customer is a local government entity as defined by 50 ILCS 505/Local Government Prompt Payment Act
<br /> (the"Act"),then in such event the Act shall control with regard to the calculation of payment due dates and late payment
<br /> charges. All other provisions in this Section remain the same and are in effect.
<br /> 12. EVENTS OF DEFAULT
<br /> Definition:An"Event of Default"shall mean,with respect to a Defaulting Party,the occurrence of any of the following:
<br /> (a)the failure to make,when due,any payment required pursuant to this Agreement if such failure is not remedied within
<br /> five (5) Business Days (as such term is defined in Section I l above) after written notice of such failure; (b) any
<br /> representation or warranty made by such Party herein is false or misleading in any material respect when made or when
<br /> deemed made or repeated; (c) the failure to perform any material covenant or obligation set forth in this Agreement
<br /> (except to the extent constituting a separate Event of Default,and except for such Party's obligations to deliver or receive
<br /> where such Party has made payments due for such failure to deliver or receive,)if such failure is not remedied within five
<br /> (5) Business Days(as such term is defined in Section I I above)after written notice; (d)such Patty 1)files a petition or
<br /> otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any
<br /> bankruptcy,insolvency,reorganization or similar law,or has any such petition filed or commenced against it,2)makes an
<br /> assignment or any general arrangement for the benefit of creditors,3)otherwise becomes bankrupt or insolvent(however
<br /> evidenced),or 4)has a liquidator,administrator,receiver,trustee,conservator or similar official appointed with respect to
<br /> it or any substantial portion of its property or assets as part of bankruptcy proceeding or reorganization for the benefit of
<br /> creditors; (e) the failure of such Party to satisfy the creditworthiness/collateral requirements under Section 10 of this
<br /> Agreement;or:(f)a Party consolidates or merges with or into,or transfers all or substantially all of its assets to,another
<br /> entity and,at the time of such consolidation,amalgamation,merger or transfer,the resulting,surviving or transferee entity
<br /> fails to assume all the obligations of such Party under this Agreement,or the resulting,surviving or transferee entity does
<br /> not satisfy the creditworthiness/collateral requirement set forth in Section 10 of this Agreement.
<br /> Suspension and Early Termination: If an Evart of Default occurs, the non-defaulting Party ("the Non-Defaulting
<br /> Party")may,at its option and in its sole discretion, 1)suspend its performance under this Agreement,or 2)terminate this
<br /> Agreement,at which Early Termination,the Non-Defaulting Party shall have the right to liquidate this Agreement and to
<br /> demand payment of, which the defaulting Party ("the Defaulting Party") shall pay upon invoice, a settlement amount
<br /> which shall be equal to a)if Customer is the Defaulting Party,any unpaid invoices plus,the positive difference(if any)of
<br /> the Power Price minus the Market Price multiplied by the Total Monthly Usage kWh in the Monthly Billing Cycles
<br /> remaining in the Term or b)if AEM is the Defaulting Party,the net result of any unpaid invoices by Customer to AEM
<br /> and,the positive difference(if any)of the Market Price minus the Power Price multiplied by the Total Monthly Usage
<br /> kWh in the Monthly Billing Cycles remaining in the Term Any such calculation shall be discounted to present value,plus
<br /> other costs,expenses and charges under this Agreement which the Non-Defaulting Party incurs as a result of such Early
<br /> Termination,in addition and without prejudice to any right of setoff,recoupment,combination of accounts,lien or other
<br /> right to which the Non-Defaulting Party is otherwise entitled,whether by operation of law,equity,contract or otherwise as
<br /> a result of the Event of Default and early termination of this Agreement,subject to any limitations on liability as set forth
<br /> in Section 5 WARRANTY,DISCLAIMER AND LIMITATION OF LIABILITY.For the purposes of this section"Market
<br /> Price"shall mean the amount,as determined by the Non-Defaulting Party,that a bona fide third party would pay for the
<br /> subject kWh at the then current prevailing energy prices. The non-Defaulting Party may consider, among other things,
<br /> quotations from the leading dealers in the wholesale energy industry,internally developed forward market prices and other
<br /> FP.TI2.AMEREN REv 082012 Page 9 of 10 Confidential Document—See Sec.4
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