R2012-172 AUTHORIZING CITY MANAGER TO EXECUTE A CONTRACT WITH AMEREN ENERGY MARKETING

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INA, bona fide third party offers as commercially available to the Non-Defaulting Party,which will be adjusted,as necessary, for the period and differences in transmission costs, volume, and other factors, as reasonably determined by the Non- Defaulting Party. 1.3. NOTICES Except for Suspension or Early Termination Notices required under Section 12,all other notices to be provided under this Agreement may be sent by U.S. mail, personal delivery, fax, or orally in the case of an emergency (with a written confirmation following any notice due to an emergency). All such notices shall be deemed given and received when transmitted by any of the above methods. However, all Suspension and Early Termination Notices must be given by certified mail return receipt requested or by overnight delivery and shall be effective only upon actual receipt of notice. Notices shall be sent in accordance to those identified on the attached Exhibit A. 14. FORWARD CONTRACT The Parties agree this Agreement is construed and understood to be a "forward contract" as defined by the U.S. Bankruptcy Code. 15. GOVERNING LAW The validity,interpretation and performance of this Agreement shall be governed by and performed in accordance with the laws of the State of Illinois, together with administrative and judicial decisions construing applicable provisions of the Illinois retail choice law,220 ILCS 5/16-101 et al,and without regard to principles of conflicts of law. 16. RESOLUTION OF DISPUTES/ARBITRATION If a question or controversy arises between the Parties concerning the observance or performance of any of the terms, provisions or conditions contained herein or the rights or obligations of either Party under this Agreement, such question or controversy shall be the subject of a meeting between the Parties to negotiate a resolution of such dispute prior to any other action being taken. Such meeting shall be held within fifteen(15)days of a request by either Party. If within fifteen (15)days after that meeting,the Parties have not negotiated a resolution or mutually extended the period of negotiation, the question or controversy shall be resolved by means the aggrieved party chooses. FP.T12.AMF,RFN Rev 08/2012 Page 10 of 10 Confidential Document—See Sec.4