R2008-70 AUTHORIZING CITY MANAGER TO CONDUCT AN ELECTRICITY PROCUREMENT AND EXECUTE A CONTRACT

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.�►_ �An�n EnergyMarketing AMEREN ENERGY MARKETING COMPANY ELECTRIC SERVICE AGREEMENT TERMS AND CONDTTIONS T'his Ameren Energy Marketing Company ("AEM") Electric Service Ageement ("AgreemenY') is dated and effective as of , 2008 between AEM and City of Decatur, Illinois ("Customer") for Retail Power (as defined in Eachibit A) provided to Customer at the service location(s) defined in Eachibit A. (Hereinafter AEM and Customer individually and collectively refened 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, Eachibit A, the terms and condirions of the Agreement supersede the provisions of the offer and are controlling. AGREEMENT 1. ELECTRTC 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 distriburion 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 G�stomer, and agrees to hold harmless and indemnify AEM from any liability, demand or payment for same. C�stomer 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 currentiy serving Customer,if applicable. 2. TERM OF AGREEMENT This Agreement shall be in effect for a term as noted in Eachibit A unless the Parties shall mutually agree to extend the Term of this Agreement in writing. 3. TAXES Except for taxes on the gross income and property of AEM, all federal, state,and municipai or other govemmental subdivision taaces,assessments,fees,use taxes,sales taaces or excise tauces,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 and Customer's agents and AEM and/or AEM's agents shall treat as confidentiai all terms and conditions of this Agreement, including all information and documentarion exchanged by the Parties during the negotiations of this Agreement. Neither Party wili 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 dces exist between the Parties. At AEM's discretion, third-party agents of Customer may be asked to execute a confidentiality agreement 5. WARRANTY,DISCLAIMER AND LIMITATION OF LIABILITY AEM wanants 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, FP.TI2.CIPS.07.3 Pn�a 4 of 12 Confidential Doeument—See Sec.4