2012-82 AUTHORIZING AGGREGATION OF ELECTRIC LOAD AND ADOPTING ELECTRIC AGGREGATION PLAN

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The City will have the right to terminate the agreement prior to the expiration of the term in the event the ARES commits any act of default. Acts of default include but are not limited to the following: a. Breach of Confidentiality regarding Customer information. b. The ARES becoming disqualified to perform the services by virtue of the lapse or revocation of any required license or certification listed as a qualification in the RFP. C. Ameren's termination of its relationship with the ARES. d. Any act or omission which constitutes deception by affirmative statement or practice, or by omission, fraud, misrepresentation, or a bad faith practice. e. Billing in excess of the approved kWh rates and stated charges. f. Billing or attempting to collect any charge other than the approved kWh rates and contractually approved charges. g. Failure to perform at minimum levels of customer service required by the City. The City will provide the ARES with written notice of immediate termination in the event that any of the defaults listed above under subsections a. through d. exist. The City will provide the ARES with written notice of default in the event of any default listed under subsections e. through g., or any other event of default not listed above. The ARES and the City will attempt to resolve any issues cooperatively within 7 business days. If the issue is not resolved, the City will again notify the ARES in writing of its intention to terminate the agreement within 30 days if the issue is not resolved to the City's satisfaction. Upon termination for any reason, the City will notify Ameren to return the Aggregation Members to the default tariffed electric service. Upon termination, each individual Member will receive written notification from the City of Decatur of the termination of the Program. Such notice will also inform Members of their electric supply options. G. Jurisdiction Any disputes between the ARES and the City will be resolved in the courts or before state agencies in the State of Illinois regardless of any conflicts laws to the contrary. H. Limitation Of Liability The City of Decatur shall not be liable to Aggregation Members for any claims, however styled, arising out of the aggregation program or out of any City act or omission in facilitating the Municipal Aggregation program. In addition, the ARES agrees to hold the City harmless from any claim, cause of action, or proceeding of any kind which may be filed against the City arising out of the services provided by the ARES or any act or omission of the City in obtaining the services of the ARES. Participants in the aggregation program shall assert any such claims solely against the ARES pursuant to the power supply agreement, under which such participants are express third party beneficiaries. Page 20 of 21