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

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DISCLAIMER AND LIMITATION OF LIABILITY.For the purposes of this section"Market Price"shall mean the amount,as determined by the Non-Defaulting Party,that a bona fide third party would pay for tl►e subject kWh at the then current prevailing energy prices. The non-Defaulting Party may consider,among other things,quotations from the leading dealers in the wholesale energy industry, intemally developed forward mazket prices and other 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. 13. NOTICES Except for Suspension or Eazly Termination Notices required under Section 12, a11 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 confumation 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 Terminati�►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 in the attached Notice and Contact Schedule. 14. FORWARD CONTRACT The Parties agree this Agreement is construed and understood to be a"forward coniract"as defined by the U.S.Bankruptcy Code. 15. GOVERNING LAW The validi inte retation and rformance of this A eement shall be govemed by and performed in accordance with the laws h'� rP Pe � of the State of Illinois, together with adminisirative and judicial decisions construing applicable provisions of the Illinois retail choice law,220 ILCS 5/16-101 et al,and without regazd to principles of conflicts of law. 16. RESOLUTION OF DISPUTES/ARBITRATION � If a question or controversy arises between the Parties conceming 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 in the first instance be the subject of a meeting between the Parties to negotiate a resolution of such dispute. Such meeting shall be held within fifteen(15)days of a request by either Party. If within fifteen(15)days after that meering, the Parties have not negotiated a resolurion or mutually extended the period of negotiation,the question or controversy shail be resolved by arbitrarion in accordance with arbitrarion procedures established from time to time by the American Arbitration Association("AAA").The panel of arbitrators to be provided shall be competent in their expertise and qualificarions to understand and arbitrate the dispute. ', In addirion to the arbitration procedures established by the AAA, arbiirarion shall be conducted pursuant to the Federal Rules of Evidence.The arbitrators may award only damages as allowed for by this Agreement,and attorney fees and other legal costs.Any ! decision and award of the majority of arbitrators shall be binding upon both Parties. Judgment upon the awazd rendered may be I entered in any court of competent jurisdictian. I IN WIT'NESS WHEREOF,the Parties to this Agreement have executed and delivered this Agreement on the date and yeaz first set out above. Ameren Energy Marketing Company City of Decatur,Illinois � � . � By: � ' '�'� By: ��1� Print Name: Andrew M.Serri Print Name: �Nr i✓ ,�}- a��/�`/ Title: President Title: -z.vcrc/n'1 C�/�'J /d2' i��'ti Date: Date: fYl/J-�/,/y� 7i/ru � �.ZT ✓t'I After signing,p[ease return as indicated below: Immediately Faac and mail two originals to: � Altn:Carla Derriclk Contract SpecialJst CR Anieren Energy Marke[ing Co�npa�ry LGL 1901 Chouteau Ave.,Mail Code 1070 St Louis,Missouri 63103 (314)554�-2421 voice (314)613-901 S fax FP.TI2.CIPS.073 PncE 7 of 12 Confidential Document—See Sec.4