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POWER SALE AGREEMENT
<br /> This Power Sale Agreement("Agreement"), dated as of 5/3/2010(the"Effective Date"), is made by and between Integrys Energy
<br /> Services, Inc. ("Seller")and City of Decatur("Buyer"). Seller and Buyer are hereinafter sometimes referred to individually as
<br /> "Party"and collectively as"Parties". Capitalized terms used herein will have the meanings ascribed to them herein or in any
<br /> Rider or Confirmation.
<br /> I. PRICE,QUANTITY, DELIVERY POINT,SERVICE LEVEL,
<br /> AND DELIVERY PERIOD address(or facsimile number or e-mail address,as applicable)listed
<br /> Seller agrees to sell and schedule for delivery,and Buyer agrees to on an effective Confirmation. Seller may invoice Buyer based upon
<br /> purchase and receive electric power at the Delivery Point, in a the estimated quantity delivered,which will then be adjusted to the
<br /> Quantity,at a Price, and for a Delivery Period as provided on any actual quantity on a subsequent invoice. Buyer shall make
<br /> effective Confirmation, in a form substantially similar to that of Exhibit payments according to invoice instructions and shall pay invoices
<br /> A,executed by both Parties. Electric power shall be provided on a over$50,000 by wire transfer. Buyer shall remit the amount due on
<br /> Firm basis. "Firm"means that either Party shall be relieved of its or before 10 calendar days after the invoice date("Due Date").
<br /> obligations to sell and schedule or purchase and receive without Payments not received by the Due Date are deemed past due and
<br /> liability only to the extent prevented by Force Majeure. In the shall accrue interest on the unpaid balance from the due date until
<br /> absence of Force Majeure,the Party to whom performance is owed payment is received at a rate of 1.5%("Interest Rate")of the unpaid
<br /> shall be entitled to receive an amount from the other Party as balance,per month. If Buyer, in good faith,disputes the amount of
<br /> determined in accordance with Article VI(B)below. If no effective any invoice, Buyer shall pay such amount as it concedes to be
<br /> Confirmation is in effect,there shall be no obligation to seli and correct by the Due Date and,along with its payment, provide Seller
<br /> schedule or purchase and receive electric power under this with documentation to support the amount disputed. Upon
<br /> Agreement. determination of the correct amount,any amount owed shall be paid
<br /> within 15 calendar days of resolution of the dispute with interest at
<br /> 11.TERM the Interest Rate. All invoices and billings are conclusively
<br /> presumed final and accurate unless such invoices or billings are
<br /> This Agreement shall commence as of the date first written above objected to by either Party in writing, including adequate explanation
<br /> and remain in effect, subject to termination rights provided for herein, and/or documentation,within 24 months after the date such invoice
<br /> until terminated by either Party in a manner that is not inconsistent was rendered,provided however,Seller may rebill based on post-
<br /> with an effective Confirmation. Notwithstanding the Effective Date of period adjustments made by the RTO/ISO and/or the applicable
<br /> this Agreement,the obligation to provide and receive electric power utility. Any and all adjustments under this Section shall be paid in full
<br /> shall be in accordance with the Delivery Period designated on any by the owing Party within 30 calendar days after the invoice date for
<br /> effective Confirmation. such charges.
<br /> III.CHANGES IN TARIFF OR LAW C. Seller Single Bill Billing
<br /> Seller's charges include tariff charges that are authorized by the
<br /> applicable RTO/ISO(e.g. Midwest Independent System Operator, If an effective Confirmation indicates that'Seller Single Bill Billing'
<br /> New York Independent System Operator, PJM Interconnection or will apply,then Seller shall invoice Buyer for Seller's charges and the
<br /> ISO New England)and/or the Federal Energy Regulatory utility's delivery charges, and such billing and payment shall be
<br /> Commission("FERC")or any other state or governmental agency subject to IV(B)above.
<br /> having jurisdiction. Seller may pass through to Buyer(i)any p Taxes
<br /> increase or decrease in such tariff charges or(ii)other increase or
<br /> decrease in Seller's cost to provide electric power that result from a Any tax levied against Seller by any governmental entity,exclusive
<br /> change in or change in interpretation or administration of current of Seller's income tax or taxes levied on Seller's real or personal
<br /> tariffs, laws, regulations,or other requirements of a utility, RTO/ISO, property,that must be paid by Seller shall be passed through to and
<br /> FERC,or other transmission providers, as applicable. Any such borne and reimbursed by Buyer. If Seller does not receive a signed
<br /> addition to or increase in costs shall be Buyer's obligation. certificate(s)of exemption,Seller is required by law to levy sales tax
<br /> on its invoices to Buyer,and remit the money to the appropriate
<br /> IV. BILLING AND PA MENT authority.
<br /> A. Utili Single Bill Billing E Other
<br /> If an effective Confirmation indicates that'Utility Single Bill Billing'will Termination of this Agreement by either Party shall not relieve the
<br /> apply, Buyer will be invoiced for Seller's charges through the utility other Party from an obligation under this Agreement to pay money
<br /> (ies)on the invoice(s)Buyer receives from its utility(ies), and such due that was incurred prior to termination.
<br /> billing and payment shall be subject to the applicable utility rules
<br /> regarding billing and payment procedures.
<br /> B. Seiler Billing V AT RAN E
<br /> Buyer(i)agrees to provide Seller with required information, including
<br /> If an effective Confirmation indicates that`Seller Billing'will apply, pertinent financial information and other information required for
<br /> Buyer will be invoiced by Seller for all amounts payable by Buyer Seller to assess Buyer's financial position,and(ii)authorizes the
<br /> through the last day of the billing cycle. Seller's invoice may be sent applicable utility,credit reporting agencies,trade references,and
<br /> to the other relevant parties to release data to Seller relating to Buyer's
<br /> billing, usage, and credit data with such
<br /> Integrys PSA 32008 1 of 4
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