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

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�' iRn Energy ting AMEREN ENERGY MARKETING COMPANY ELECTRIC SERVICE AGREEMENT TERMS AND CONDITIONS This Electric Service Agreement("Agreement")is between AEM and City of Decatur and is dated and effective as of the date the Agreement is signed by Customer, for Retail Power (as defined in Exhibit A) provided to Customer at the service location(s) defined in Exhibit A. (Hereinafter AEM and Customer individually and collectively referred to as "Party" or "Parties", respectively). It is agreed and understood by AEM and Customer, to the extent there is any conflict in the interpretation or understanding of the Agreement with the offer, Exhibit A, the terms and conditions of the Agreement supersede the provisions of the offer and are controlling. AGREEMENT 1. ELECTRIC ENERGY SERVICES AEM shall supply and deliver to Customer on a firm basis, and Customer shall exclusively purchase and receive from AEM all of the Full Requirement Retail Power associated with Customer's service location(s)(hereinafter"Retail Power"), pursuant to the terms and conditions which are described in the attached Exhibit A and incorporated herein for all purposes. The Retail Power will be delivered to the interconnection between the transmission system of the applicable transmission provider and the Delivery Services Provider's("DSP')distribution system("Delivery Point").The DSP will be responsible for delivery of Retail Power to Customer's meter from the Delivery Point. The delivery of Retail Power over the DSP's distribution system is subject to the terms and conditions of the DSP relating to delivery and metering. Customer shall provide written notice as soon as practicable of any changes to Customer's Account and meter numbers and/or billing locations associated with Customer's delivery services. Customer is solely responsible for payments of all charges related to the delivery of the Retail Power from the DSP whether billed to AEM or Customer,and agrees to hold harmless and indemnify AEM from any liability,demand or payment for same.Customer shall receive the delivery service bill directly from the DSP and shall pay such bill according to the terms contained therein. Customer represents and warrants it is eligible to receive electric energy services from AEM and that it has given all required notices to the supplier currently serving Customer,if applicable. 2. TERM OF AGREEMENT This Agreement shall be in effect for a term as noted in Exhibit A unless the Parties shall mutually agree to extend the Tenn of this Agreement in writing. 3. TAXES Except for taxes on the gross income and property of AEM, all federal, state, and municipal or other governmental subdivision taxes,assessments,fees,use taxes,sales taxes or excise taxes,or similar taxes or fees incurred by reason of Retail Power services performed under this Agreement are the sole responsibility of Customer, and Customer agrees to hold harmless and indemnify AEM from any liability, demand or payment for same. It is understood that AEM is responsible for all taxes applicable prior to AEM's delivery to the Delivery Point,and AEM agrees to hold harmless and indemnify Customer from any liability,demand or payment for same. 4. CONFIDENTIALITY Customer is subject to the Freedom of Information Act.To the extent possible,Customer and Customer's agents and AEM and/or AEM's agents shall treat as confidential all terms and conditions of this Agreement,including all information and documentation exchanged by the Parties during the negotiations of this Agreement. Neither Party will disclose terms and conditions of this Agreement to any other Party,except as required by law. Notwithstanding the foregoing,AEM and/or AEM's agents and Customer and/or Customer's agents shall be allowed to acknowledge that an Agreement for Retail Power services does exist between the Parties. 5. WARRANTY,DISCLAIMER AND LIMITATION OF LIABILITY AEM warrants title to all Retail Power delivered hereunder,and sells such Retail Power to Customer free from liens and adverse claims, to the Delivery Point. THIS IS AEM'S ONLY WARRANTY CONCERNING THE RETAIL POWER SERVICES PROVIDED HEREUNDER, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE. AEM DOES NOT GUARANTEE UNINTERRUPTED SERVICE AND SHALL NOT BE LIABLE FOR ANY DAMAGES SUSTAINED BY CUSTOMER BY REASON OF ANY FAILURE, ALTERATION OR INTERRUPTION OF SERVICE. NEITHER PARTY SHALL BE RESPONSIBLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL,INCIDENTAL,INDIRECT, EXEMPLARY,OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNTI'Y PROVISION OR OTHERWISE, INCURRED BY THE OTHER PARTY. FP.T12.AMEREN REv 08/2012 Page 7 of 10 Confidential Document—See Sec.4