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Home My WebLink About15-0213 Direct EnergyDirect Energy eUi1n<u Account I Customer Name: Ci of EI in Your Name Your Phone Silling Information Address will be applied to all accounts on Agreement Billing Contact Name Billing Contact Phone Billing Contact Fax Bllling Contact Email Billing Company Name Billing Address 1 Billing Address 2 Billing City , State Zip + 4 Fi Ca 70 MINOS �C90 PowerSupply Coordination® Service Agreement Billing Contact Information and Selection Form 2013 Please complete a separate form per account and list number) 79 NO I ffLAz I Please select, by initialing in the spaces provided below, those options to be applied to your billing accounts. My accounts are Tax Exempt P ase provide current copy of a valid Tax Exemption Form ~vhen Submitting this document to receive applicable tax exemption on your electricity invoices. (Direct Energy can only apply exemptions if a completed form is provided) Please aggregate my accounts onto one invoice (maximum 50 accounts per Invoice) (If more than 50 accounts are to be aggregated, accounts will be separated by meter read date) F- Please check here If you would like to receive your contract electronically instead of in the mail. Internal Use Onl Billing Address update required for ERM Accounts Yes F- No F LDC Account to be used to identify account for Scanning _ 2/12/20i5 3:15;10 PM Page 1 of i Contract 10: 2021144 Billing Info Request - General•101909 Verslon: 1011912009 09:05:25 AM DE Proprietary DE Proprietary EXHIBIT A PRICING ATTACHMENT This Exhibit A is to the Transaction Confirmation dated February 12, 2015 between DIRECT ENERGY BUSINESS LLC and City of Elgin for the meter read(s) November, 2016 to the meter read(s) November, 2019 PJM_FP_EnergyOnly IL Service Location Utility 0 S RT 20, EIMCLEAN Commonwealth ( CITY OF ELGIN) Edison 100 SYMPHONY WAY Commonwealth (ELGIN FAMILY REC CENTER) Edison 150 DEXTER CT OTHR, C/O OF Commonwealth FINANCE DEPT Edison ( CITY OF ELGIN INC) 854 SOUTH ST Commonwealth ( CITY OF ELGIN PUBLIC Edison WORKS) 245 FULTON ST, PARKING Commonwealth DECK Edison ( CITY OF ELGIN) 1320 E CHICAGO ST Commonwealth ( CITY OF ELGIN PUBLIC Edison WORKS) 37W500 HOPPS RD,WARNING Commonwealth SIGNAL Edison ( CITY OF ELGIN) IN GASKET ES GIFFRD Commonwealth ( CITY OF ELGIN) Edison PARK SHELTER725 RED BARN Commonwealth LN Edison ( CITY OF ELGIN PARKS & REC ) 95 SYMPHONY WAY Commonwealth ( CITY OF ELGIN) Edison 501 DAVIS RD, SIREN Commonwealth ( CITY OF ELGIN) Edison 529 SHALES PKWY Commonwealth ( SHALES PARKWAY Edison SALTDOME ) ES MCLEANIS SPARTAN SN Commonwealth ( CITY OF ELGIN) Edison 199 N STATE ST Commonwealth ( CITY ELGIN GATEWAY PARK) Edison 799 HASTINGS ST Commonwealth ( CITY OF ELGIN) Edison 945 BLUFF CITY BLVD Commonwealth ( CITY OF ELGIN) WS OAKWOOD BL1S GRAND Edison Commonwealth ( ELGIN CITY OF ELGIN) Edison 1155 N LYLE AVE Commonwealth ( CITY OF ELGIN) Edison 28 BROOKSIDE DR Commonwealth { HAWTHORNE HILLS NATURE Edison Account Number Utility Rate Class 0445342003 R75 1451093012 R75 0159025000 R74 0297772000 R73 0547164045 R74 0611482001 R73 1 1099145017 R82 1106405002 R73 1551015010 R72 1893032017 R73 j 2643171011 R72 6548115006 R73 6684645007 R72 6765535006 R73 6997250009 R73 7061504008 R73 7083138002 R72 7101005008 R73 7143036058 R73 Purchase I Contract Price Quantity (cents/kWh) 4.027 396,647 4.027 2,992,913 4.027 167,719 4.027 1,192 4,027 597,693 4.027 9,517 4.027 85 4.027 12,282 4.027 113 4.027 354.900 4.027 1,110 4.027 3,211 4.027 598 4.027 19,428 4.027 12,833 4,027 44,636 4.027 10,450 4.027 1,246 4.027 23,760 2/12/2015 3:15:05 PM Page 1 of 3 Contract ID: 2021144 DEB Exhibit A Pricing Attachment_012316 Version: 01 /26/2015 08:32:08 AM CTR ] Commonwealth 7188524000 R75 4.027 759,253 875 SPORTS WAY ( CITY OF ELGIN GOLF Edison 4.027 340 COURSE) 150 DEXTER CT Commonwealth 7669SX006 R72 ( CITY OF ELGIN) Edison Commonwealth 7669657002 R73 4.027 1,200 280 S GROVF- AVE ( Cn-Y OF ELGIN) Edison 7686094009 R73 4.027 18,843 N5 WING STiW WING-PARK Commonwealth 1,755 ( CITY OF ELGIN WING PARK) Edison Commonwealth 7837390009 R72 4.027 WS VILLA 1 N FULTON (CITY OF ELGIN CITY HALL) Edison 7842377009 R73 4.027 35,388 SS IL 90E RT 25 S Commonwealth Edison 4.027 1,063,754 ( NORTH CITY OF ELGIN) Commonwealth 7921066003 R73 200 E CHICAGO ST ( CITY OF ELGIN) Edison 7921101007 R72 4.027 5,193 1 E DOUGLASDEXTER Commonwealth Edison 4.027 25,315 (CITY OF ELGIN) NS HIGHLAND? 1W DOUGLAS Commonwealth 7921253006 R73 ( CITY OF ELGIN) Edison Commonwealth 7921334006 R72 4.027 16,172 SS SPRiNG1E DIVISION ( CITY OF ELGIN) Edison 7923420005 R74 4.027 18,253 NS RT 5$ iW PATTON Commonwealth [ ELGIN AMERICAN LITTLE Edison 46,953 LEAGUE) SS RT 58 1W PATTON Commonwealth 7923421002 R73 4.027 ( CITY OF ELGIN) Edison Commonwealth 7926372006 R72 4.027 1,131 576 TROUT PARK BLVD ( CITY OF ELGIN) Edison 7926381005 R74 4 027 53,303 NS TROUTPK SL 1E Commonwealth SHERWOOD AV Edison 1,319 ( CITY OF ELGIN) NS TROUTPARK BL1 E RT 25 Commonwealth 7926382002 R72 4.02T ( CITY OF ELGIN) Edison Commonwealth 8005779008 R72 4.027 2 320 115 CENTER ST ( CITY OF ELGIN PKG) Edison 8089365004 R72 4.027 11,307 SS HIGHLAND AV1W GENEVA Commonwealth ST Edison ( CITY OF ELGIN) 85 NATIONAL ST, RIVERWK LTS Commonwealth 6109445014 R73 4.027 6.224 ( CITY OF ELGIN) SS SOUSTERIE WILLIS Edison Commonwealth 8109688008 R72 4.027 698 ( CITY OF ELGIN) Edison Commonwealth 3300145012 RV4 4.02T 8,500,639 375 W RIVER RD ( CITY OF ELGIN) 0174 N AIRLITE ST Edison Commonwealth 2936113005 RV2 4.027 2,740,713 ( CITY OF ELGIN) 2 SLADE AVE Edison Commonwealth 2427150036 RV3 4.027 2,389,114 ( CITY OF ELGIN) 1010 WING PARK BLVD Edison Commonwealth 0630098001 R74 4.02T 297,228 ( CITY OF ELGIN WING PARK) WATER TOWER 529 SHALES Edison Commonwealth 5365122000 R73 4.027 58,817 PKWY Edison ( CITY OF ELGIN) 484 E AMBERSIDE, LIFT Commonwealth 0273047153 R73 4.027 49,020 STATION Edison ( CITY OF ELGIN) 0 BROOKSIDE, WELL 5A Commonwealth 1193002033 RV1 4.027 1,250,545 ( CITY OF ELGIN) 3505 BOWES RD PUMP STA Edison Commonwealth 2544033018 R73 4.027 75,900 ( CITY OF ELGIN) 37W500 HOPPS RD, VILLAGE Edison Commonwealth 4119154035 R73 4.027 69,049 ( CITY OF ELGIN) 1850 FOX LN Edison Commonwealth 4241132001 R73 4.027 1 93,023 211212DI5 3:15:05 PM Page 2 of 3 Contract ID: 2021144 DEB Exhiblt A Pricing Attachment 012315 Version: 01/28f2015 08:32:08 AM ( CITY OF ELGIN) Edison Commonwealth W 931 %003 R73 4.027 124,920 107 W CHICAGO ST (ELGIN FIRE DEPT STA #6) Edison 5926054034 R74 4.027 97,495 115 N LYLE AVE Commonwealth Edison RT3 4.027 404,826 ( CITY OF ELGIN) 250 S GROVE AVE Commonwealth 7837334001 7,870 ( CITY OF ELGIN) Edison Commonwealth 8089128001 R73 4.027 326 E CHICAGO ST ( CITY OF ELGIN) Edison 8759309038 R73 4.027 815,673 1080 E CHICAGO ST Commonwealth Edison R73 4.027 68,520 ( CITY OF ELGIN) 1080 E CHICAGO ST UPPR UPR Commonwealth 8759310031 53,4$0 ( CITY OF ELGIN) Edison Commonwealth 27611ii4007 R73 4 027 2355 COLLEGEGREEN ( CITY OF ELGIN) Edison 0394078016 R73 4.027 181,860 3270 LONG COMMON PKWY Commonwealth Edison 4.027 1,505,582 (ELGIN FIRE STATION 7) Commonwealth 0445330003 R75 45 NORTH ST ( CITY OF ELGIN) Edison 0455167021 R81 4.027 2,520 626 LA SALLE PL LITE RT123 Commonwealth 10,036 ( CITY OF ELGIN) Edison Commonwealth 1107156053 R73 4 027 WATER TANK T-11$59 Edison MARLISLE CT ( CITY OF ELGIN) commonwealth Com 1119024048 R73 4.027 12,196 1298 W BARTLETT RD ( CITY OF ELGIN WATER Edison 4.027 2,400 DEPT) WS CFtYSTALIN HIGHLAND Commonwealth 6765171011 R72 ( CITY OF ELGIN) 2450 SOUTH, PUMP STATION Edison Commonwealth 6852547012 R73 4.027 g,873 (CITY OF ELGIN) Edison commonwealth 7837273021 R72 4.027 6,156 24-26 FOUNTAIN SO ( CITY OF ELGIN) Edison 1628106017 R73 4.027 28,641 2599 WESTFIELD DR monwealth commonwealth 10,808 ( CITY OF ELGIN) Edison Commonwealth 3305085002 R73 4.027 2761 BOWES RD ( CITY OF ELGIN) Edison 3523035040 R73 4.027 57 301 WILLARD AVE Commonwealth ( CITY OF ELGIN) 11 WOODVIEW DR SIGN Edison Commonwealth 4691143043 R72 4.027 5,303 ( CITY OF ELGIN) Edison This Exhibit is based on a Weighted Average Price. Any strikeouts of any of the accounts provided with a Weighted Average Price will render pricing for the accounts assigned with a Weighted Average Price null and void. Accepted and Agreed to: By: /� Date: -4e 2/12/2015 3:15:05 PM Page 3 of 3 Contract ID: 2021144 DO -Exhibit A Pricing Attachment 012315 version: 012812015 08:32:08 AM Dap: Febnsary 12, 2015 Product Code: PJM FP_Cnnr9)C":y 11 DIRECT ENERGY BUSINESS, I MINDirect 1001 Liberty Avenue CIA Energy Phone: ph,PA25.91 vhonr.laeeass9++s Business wwwAlredenergy.eom IMFORMAYWi CvatorrerName: City OFEipin BnIlnpConfacl: V[ckicl LTV f, Contact Nam a:aukbAPPAW BIIIIngAddrsa5: 1 fj;J n Address: 150 DexlerCL Elgin, IL 50120 Telephone: 847.93"749 Telephone. Fax: Fax: J 7 il It�L1NOtS FIXEQ, COMMODITY ONLY (PJM) This Trio n6A Gl on GOnfirm el'On CC nfrrne the Ias ma of the Eleclncny Tr4 NA*Clon 2AI*F*o imo between Direct Energy Business. LLC (•S all sr'}, and the Cuatom6r 4bove ('Buyer Or 'Customar'I pursuunl !o the lemur of the CarI "aslnr Agrgomnnl botnsen Customs and Seller andlor Ss:ltes arflials Direct energy Businatsa P odatinp. II i Wil Dliect Energy Business dated J_6L . as may 1amend4C if the role rencad Commodity Maslar Agreement is bslwMn Cu AlCmar and ❑teed En troy ausvle as Markel,ng. II.C, da as Dir usrn ess Cu sIQ mar xrd So ar Dora lhat Itns TransaGlan Confirmation shall be governed by and incorporate the forms of such Commodity kfa&lar Aer9emanl The Exhibit A tar Ill& Purchase Price deaS+ibtd bol.w 4 attichsd to, and +a made a punt Of. !NS Tran&atlion Conafma lion. Tha Puroll Price excludes Ueuly di;lrvbution chwgaa and Taxes Ihal are n• may be ow ranpan:ibillfy o1 Cualomer. Cudlarr-o r'+ e6vrulron and submrssian at if1l3 Trensectian Conflrmallan, iraGdd'atq Exhibit A naresd, tit $8liaa IhsN WI a( otrer to Customer to Stiller to Purchase the COn'" :ly On the loltila sal forth in Rho ng Commodity MostnF Agrnernonl. This Trait Saclken Cdnfimsulion dhatl bacems elfecfivO only upon Iaxeculion by Customer Cf MIA TfaneacUdn Cent1[matiah. inctudto m Exntall A. and Commodity Maalor Agreeent: and (Il) the aerie, of ereeth ulion of e C4rnmadlly Maslcr Agraamont end this TfanSaciion Confarmalldn by Seller Or willtn cdFill rmation by Seller of Iis auepiance of fhd Trim nsaclloc+Confirmation to C'YalemeF Term (It of months): 12 k4ori s Service start date- Nmramher. ga The start date hereund1l, w1lI be like dale InaI the Uldily anrotid cuslomar far Setlea service. Sailor mij tequsst Ilia Utility to enroll servitx C45lora at DO the foal meter read dale within the Delivery PII Setter Shell not be klabto Sot any [eel Iavrrl91 or lost eppOrltmlly as a to 6611l Delivery of Is delay in sorvlce cammoricemrinl due la stuns or Inaclans of the Utiiily. FMod: Upon Ins QxpV2I of Ineoil lly61V Paslud.1h1s Trensattaoe 41cent,'nLPG fa! tuCCe61iva Ono month Ia+ma (Cotleebvety the 'RenewatTor local 15 days per to the end of Ilia Dtllvary PariOd Cr 15 yntll il~ Pally rodeoher s the OtParty m wnlvnq of it% intenison to terminate nt days pnot 10 lb 4nd cr eacl. I"Ass Elva month Ranawal Tenn The lermrrlatian date shall be like n6x1 0tractive dlOP date perrriiktad by the Ul&ry A9 Iofma of the Agreement wtll remain In effect through the iorrr ination dale as sal by Ilia appFcabl6 Utility. {haring ins Renewal Term, for s;nlaar quenlilles e f Comm od'ty at the the Purdl rail Price fdr tech eu cta axivo ni on,h Ren ewni term vn 11 be the than me Pit et -based price Takes. charges or led which are set forth herein, unless oihorvnse Domed to in writing by 1110 Parties DoIJv y pGrI Ina tud.ng 9111 costs. Delivery The Delivery Point shall be the points) where Commodity is delivered to the Utility The Utility Is specified on Exhibit A - Point! Customer and Soifer agree that the CDntrocl Ounrility purchased and received meena a positive volume up to or greeter than the eabmalad determining whether a Material Usage Deviation has orcuned and for Contract quantities listed on the Exhibit A. provided, that for purposes of Quantities remaining to be delivered under Section 12 of the Agreement, Contract Quantity shall be Quantity; purposes or calculating Contract determined by reference to the historical monthly usage for such Service Locations. Tut (_ I Non-Exempl I I Exempt Exemption xempt must akach tartlllcats. stauw: e PurSnase Price par kWh :0 be paid try Buyer Wr ilia sarvtca9 provided no, condor during III Delivery period of this Agreement shell be th S011elt Pat�LAO s; and Mat Sal forth to ExII It A Tho puyda alb Pn ca in[ludes oppti Catlin CO ale for CumRnodity IIurod In eccordonc0 wl SorvlOas Fee. All apph[able wets for Ancvttsry Ssrv,cus. 1ox5aa the 19inai5 Energy eiticioncy Fund Far, any applicable niit oOA Purchase Price:egration IransmieSidrt mervlcc IItTS)cheroo,,:Copacily (as mand alad bytnbPJM DATT aMCperalingAgoemont. or as mvdiffadl;y PJAt in TZD1' agpravOd uy II II Renew blt: Portions Stand Ord (Rp81, and Bata o ility Atu xl Run (R PARS ctrsig■9, If apDli[able. Ara sat s-ruded tho tCha de P+I Ca and shas, be pns tad Ihro4gh Ili Ind gayer to add -lion to 1h0 Putcham Pfict nisype;au3uppPetConsolidated "Ars;jUry Uorvie+e' means wholesale commodity services and products required to facilitate detivery of Commodity io the Utility. 'Capacity" means the Capacity obligations me( through the provisions or the PJM Reliability Aaeutance Agreement (RAA). 'Exhibit A' refers to the Ilst of Service Locations dltathed 10 this Taansadion Conf,rmation, which Ssl sped(ies The Service Lacandns covered under the scope of III TrenUclton ConOmtalior for Pow4rf�rifdf;o. Dey.Ahaad and other index products For need Drina products, 11 refers to this Transaction CnrrrnmaGan) the Puichea6 Price the pricing attachment to ihie Transaction CorlFrmalian lhal sets faith (together with applicable lit, pact Ilia Service Lo=4onscavared by. this Transartlon Confirmation, 2/12/2015 3;15:06 PM Page 1 of 2 Contract ID: 2021144 DE8_TC_IL_PJM_Fb(ed_Energy 0nly_100114 Version: 1211812014 11,02:46 AM peflnllbm: 'PJM' d Inlerlbrnecllork. L L.C. means the Pennsylvenle New Jersey MeryWn 'Rall,bWty Must Run" (RMR) �—nl. Is s unit that musk run far operational or reliability reasons, regardless al seonomlc conalderallorre. Also coxed reliability aq j "Ranowtible por"Ic Standa►d (�9)" sources. h a regulation that requires the Increased producdon of energy kom renewable energy "Services P~" Silber to most me Service Locations bad requirements, which is Included in the Purchase PACs to is the fee for Me to rvlcas provided by be paid by Buyer Change in U05ty Accotutt Humbsrs: [Ste accou number for a Sarvlcs LOCaIvis shah be the Iltsr{Ty Account Numtr+r bat lorgl In the 1. Sentoa Lownans allat.3ted In p1e Eahidl A w any roplocemenl actaunt number neusd by the Ulaily from time to drtw. 2. ThUd patsy Cha ltsa: Cuatarnsr ycarwwladgea lest any caaNs aasassad by the Udlily of any third patsy as a ll. be of Cast orklutrnar, swt[ch la or from Sellars, Including put not limited to awiuhing coati. are not Included in the Purchase Price and ''hell W the raspans+odrlY of Iho Customer ! uliEll serYice area to lead than net intend to carve cwlamers whole apgsegate USa as pew guyers garvlae t.awaorra 3. B^y*r and Setlar scknowladge that Sslssr does evle, at atelndenl to grave q+es BW@es 15,aaa kWh's per yanr. Accordingly. Buyer rapreaent7 srtl wsrnnta sear ►lecrriaal eraga. in ovk$l aa. vrehin Ukti1yY 5[rvlCe area ►KCaade 15 W kWh per year UUvn request Seller. buyer obeli prC+rLle Spacial usage lklhin Uervi Wily s 7 a Fix area eacpds 1S.00a kWh per year tf. at any I'me . usage at Buyer's tocant And GAD, gs valh n a Fights sill sees is Provisions: In Tack less Than 15,Gao kWh Per yeae. Buys' is n mala:{al beach of twat the neoui meets contained 22p LCS Nt & sSA(0) r,6 ko nine Buyer 16,000 Agraamenk bl any lime withtus pear IW,sl yr apw h epgl{catrte ko small psmmerdal retail Cuslurrlan. vrhlCh ace deWsad by etafy,e as "rsonresrdanlisl rated ara,wners cbneum (I;Whi or lees of 010e1rte7tY am say in (me uktkily's earekce arse$' de meter read dale tar serviasa provided a oor sIgne s0lprea ng. bul>� milkedito- 4. Buyer wsh scaly" from Seikar a manthiy knydos folluwmg le b4 option due to any cynkrmlanCsa, in "Perike L11e far Sonar's illdhy desfvery servtea rltarges, unless Seiler to una�l�,o provide a peg the, Ilk rnssialad by the us1llly (In such close. Buys at t the rotates saga sent is a bilking meshod awilch for Sa,vlce of r= retemerllI and for Ibe tJtrlltys charges until such time drat the single biN ept(ei+ ar*e^9 {mprgas (" set forth In Secllon roved b he G Ulcer" ldf she $arvrce Lqt a4an(a;. available through Seller and app Y =a- Namm a YER: city le By-. By. /� ` / �1 /� 9 �L~11:30:TAN 45� -05'0 ' Doke: 2112/2015 3:15:07 PM Page 2 of 2 Contract ID: 2021144 DEB_TC_IL_PJM Fixed Energy Only_100114 Version: 1211 &2014 11:02:46 AM `IN Direct Commodity Master Agreement am Energy A,ninn% This Commodity Master Agreement ("CMA") among Direct Energy Business, LLC, Direct Energy Business Marketing, LLC dth/a Direct Energy Business, (collectively "Seller"), each a Delaware limited liability company, and City of Elgin ("Buyer' or "Customer'), (each a "Party" and collectively, the "Parties") is entered into and effective as of February 12, 2013 1, Transactions: The terms of this CMA apply to all end -use sales of electric power ("Electricity') and/or natural gas ('Gas') as applicable (each a 'Commodity" and collectively, the "Commodities'), by the applicable Seller party to Buyer (each sale a 'Transaction') which will be memorialized in a writing signed by both Parties (each a'Transaction Confirmation'). Each Transaction Confirmation shall set forth the Seller party providing service to Customer for such Transaction. If a conflict arises between the terms of this CMA and a Transaction Confirmation, the Transaction Confirmation will control with respect to that particular Transaction. This CMA, any amendments to this CMA and related Transaction Confirmation(s) (together, a single Integrated, 'Agreement") is the entire understanding between Parties with respect to the Commodities and supersedes all other communication and prior writings with respect thereto; no oral statements are effective. 2. Performance: The Parties' obligations under this Agreement are firm. Buyer is obligated to purchase and receive, and Seller is obligated to sell and provide, the Contract Quantity of Commodity specified in a Transaction Confirmation In accordance with the terms of this Agreement. Buyer will only use the Commodity at the listed Service Locations In the applicable Transaction Confirmation and will not resell the Commodity or use it at other locations without Seller's prior written consent. 3. Purchase Price: Buyer will pay the Purchase Price stated in each Transaction Confirmation. If the Purchase Price incorporates an Index and the Index Is not announced or publlshed on any day for any reason or If the Seller reasonably determines that a materiel change in the formula for or the method of determining the Purchase Price has occurred, then the Parties will use a commercially reasonable replacement price that is calculated by the Seller. If Seller concludes that a change in any Law(s) increases Seller's costs, the Purchase Price may be adjusted by Seller to reflect such costs. 'Law(s)' mean all tariffs, laws, orders, rules, decisions, taxes, regulations, transmission rates, and Utility changes to Buyers monthly capacity and/or transmission obligations. 4. Billing and Payment: Seller will Invoice Buyer for the Actual Quantity of Commodity and for any other amounts incurred by Buyer under this Agreement. Payment is due within fifteen (15) days of the date of the invoice. If an invoice is issued and the Actual Quantity cannot be verified by the time, the invoice will be based on Seller's good faith estimate of the Actual Quantity. Seller will adjust Buyer's account following (1) confirmation of the Actual Quantity, (11) any Utility discrepancy or adjustment or (fat) any other corrections or adjustments, including adjustments to, or re -calculation of, Taxes. Buyer will pay interest on late payments at 1.5% per month or, if lower, the maximum rate permitted by law ('Interest Rate'). Buyer is also responsible for all costs and fees, Including reasonable attorney's fees, Incurred In collecting payment. "Actual Quantity' means the actual quantity of Commodity that is either delivered or metered, as applicable, to Buyer's account. "UUlily" means a state regulated entity engaged in the dlstrlbutlon of Gas or Electricity, 5. Taxes: Buyer is responsible for paying any Taxes associated with the Actual Quantity of Commodity sold under this Agreement that may become due at and after the Delivery Point. The Purchase Price does not include Taxes that are or may be the responsibility of the Buyer, unless such Inclusion Is required by Law. Buyer will reimburse Seller for any Taxes that Seiler is required to collect and pay on Buyer's behalf and will indemnity, defend and hold Seller harmless from any liability against all Buyer's Taxes. Buyer will furnish Seller with any necessary documentation showing its exemption from Taxes, if applicable, and Buyer will be liable for any Taxes assessed against Seller because of Buyer's failure to timely provide or properly complete any such documentation. 'Taxes' means all applicable federal, state and local taxes, including any associated penalties and interest and any new taxes Imposed In the future during the term of this Agreement. Liabilities imposed in this Section will survive the termination of this Agreement. 6. Disputes: If either Party in good faith disputes amounts owed under Sections 3, 4, 5 and B, the disputing Party will contact the non-dlsputing Party promptly and pay the undisputed amount by the payment due date. The Parties will negotiate in good faith regarding such dispute for a period of not more than fifteen (15) Business Days. In the event the Parties are unable to resolve such dispute, the disputing Party will pay the balance of the original invoice and either Party may exercise any remedy available to It in law or equity pursuant to this Agreement. In the event of a dispute other than for an invoiced amount, the Parties will use their best efforts to resolve the dispute promptly. Actions taken by a Party exercising its contractual rights will not be construed as a dispute for purposes of this Section. 'Business Day" means any day on which banks are open for commercial business in Now York, New York; any reference to 'day(s)" means calendar days. 7. Title and Risk of Loss: Title to, possession of and risk of loss to the Commodity will pass to Buyer at the Delivery Point specified in the applicable Transaction Confirmation. 211212015 3:15:08 PM Page 1 of 4 Contract ID: 2021144 DEB-CMA-121914 Version: 12/19/2014 04:06:57 PM 8. Buyer's Usage Obligations. - A. Material Usage Deviation If there is a Material Usage Deviation, Buyer will be responsible for the losses and costs, including the costs of obtaining and/or liquidating the applicable volume, based upon the difference between the applicable Contract Quantity and Actual Quantity. Buyer will pay the amount of such losses and costs to Seller within fifteen (15) Business Days of Seller's invoice. 'Material Usage Deviation" means any deviation in Actual Quantity at the Service localion(s) stated in the related Transaction Confirmation from Contract Quantity (or, as applicable, estimated Contract Quantities) stated in that Transaction Confirmation of +1- 25% or more, which is not caused by weather. S. Balancing Charges: For Transactions involving the purchase and sale of Gas only, Buyer will be responsible for Balancing Charges unless Prior Notice of a material variation in usage is provided to Seller and actual usage is consistent with that Prior Notice. "Balancing Charges" means Utility fees, costs or charges and penalties assessed for failure to satisfy the Utility's balancing and/or nomination requirements. "Prior Notice" is defined as forty-elght (48) hours before the start of the Gas Day for which the material variation In usage will apply. -Gas Day' means a period of 24 consecutive hours as defined by the Utility, Buyer will make any payment due pursuant to this Section within five (5) Business Days of the date of Seller's invoice. C. Curtailments: For Transactions involving the purchase and Sale of Gas only, if Buyer is directed by its Utility to curtail its usage, In whole or In part, Buyer will curtail as directed. If Buyer fails to curtail as directed, Buyer will pay or reimburse Seller for all Balancing Chorgas acoaccod by the Utility. Payment by Buyer of any Balancing Charges will be due within five (6) Business Days of the date of Seller's Invoice. 9. Force Majeure: A Party claiming Force Majeure will be excused from Its obligations under Section 2 as long as It provides prompt notice of the Force Majeure and uses due diligence to remove its cause and resume performance as promptly as reasonably possible. During a Force Majeure, Buyer will not be excused from its responsibility for Balancing Charges nor from Its responsibility to pay for Commodity received, "Force Majeure" means a material, unavoidable occurrence beyond a Party's control, and does not Include inability to pay, an Increase or decrease in Taxes or the cost of Commodity, the economic hardships of a Party, or the full or partial closure of Buyer's facilities, unless such closure Itself Is due to Force Majeure. 10. Financial Responslbllity: Seller's entry Into this Agreement and each Transaction is conditioned on Buyer, its parent, any guarantor or any successor maintaining its creditworthiness during the Delivery Period and any Renewal Term, When Seller has reasonable grounds for insecurity regarding Buyer's ability or willingness to perform all of its outstanding obligations under any agreement between the Parties, Seller may require Buyer to provide adequate assurance, which may Include, in the Seller's discretion, security in the form of cash deposits, prepayments, letters of credit or other guaranty of payment or performance ('Credit Assurance'). 11. Default: "Default" means: (1) failure of either Party to make payment by the applicable due date and the payment is not made within three (3) Business Days of a written demand; (II) failure of Buyer to provide Credit Assurance within two (2) Business Days of Seller's demand; (III) either Party, its parent or guarantor, becomes Bankrupt or fails to pay its debts generally as they become due; or (Iv) failure of either Party to satisfy any representations and warranties applicable to It contained In Section 13A or 13B and the failure Is not cured within fifteen (15) Business Days of a written demand, provided that no cure period or demand for cure applies to a breach of Section 13A(c). 'Bankrupt' means an entity (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (b) makes an assignment or any general arrangement for the beneflt of creditors, (c) otherwise becomes bankrupt or insolvent, however evidenced,(d)has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of Its property or assets, (a) has a secured party take possession of all or any substantial portion of its assets or (f) is dissolved or has a resolution passed for its winding - up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger. 12. Remedies: In the event of a Default, the non -defaulting Party may: (1) withhold any payments or suspend performance; (ii) upon written notice, provided that no notice is required with respect to Section 11(iii) or a breach of Section 13A(c), accelerate any or all amounts owing between the Parties and terminate any or all Transactions and/or this Agreement; (III) calculate a settlement amount by calculating all amounts due to Seller for Actual Quantity and the Close-out Value for each Transaction being terminated; and/or (iv) net or aggregate, as appropriate, all settlement amounts and all other amounts owing between the Parties and their affiliates under this Agreement and other energy -related agreements between them and their affiliates, whether or not then due and whether or not subject to any contingencies, plus costs incurred, into one single amount ("Net Settlement Amount'). Any Net Settlement Amount due from the defaulting Party to the non -defaulting Party will be paid within three (3) Business Days of written notice from the non -defaulting Party. Interest on any unpaid portion of the Net Settlement Amount will accrue daily at the Interest Rate. 'Close-out Value' is the sum of (a) the amount due to the non -defaulting Party regarding the Contract Quantities (or, as applicable, estimated Contract Quantities) remaining to be delivered as slated In the applicable Transaction Conflrmatlon(s) during the Delivery Period or, if applicable, the current Renewal Term, calculated by determining the difference between the Purchase Price and the Market Price for such quantities; and (b) without duplication, any net losses or costs incurred by the non - defaulting Party for terminating the Transaction(s), including costs of obtaining, maintaining and/or liquidating commercially reasonable hedges, Balancing Charges and/or transaction costs. 'Market Price" means the price for similar quantities of Commodity at the Delivery Point during the Delivery Period or Renewal Term, as applicable. For purposes of determining Close- out Value, (i) Market Price will be determined by the non -defaulting Party in good faith as of a date and time as close as reasonably practical to the date and time of termination or liquidation of the applicable Transaction(s), and (li) Market Price may be ascertained through reference to quotations provided by recognized energy brokers or dealers, market indices, bona -fide offers from Third -parties, or by reference to commercially reasonable forward pricing valuations. The Parties agree that (he Close- out Value constitutes a reasonable approximation of damages, and is not a penalty or punitive in any respect. Seller may, but need not, physically liquidate a Transaction or enter into a replacement transaction to determine Close-out Value or Net Settlement Amount, The defaulting Party is responsible for all costs and fees Incurred for collection of Net Settlement Amount, Including, reasonable attorney's fees and expert witness fees. 2/12t20153:15:08 PM Page 2 of 4 Contract ID: 2021144 DEB-CMA•121914 Version: 12/19/2014 04:06:57 PM 13. Representations and Warranties: Each of the following are deemed to be repeated each time a Transaction is entered Into: A. Each Party represents that: (a) it is duty organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business In those jurisdictions necessary to perform to this Agreement; (b) the execution of this Agreement Is within Its powers, has been duly authorized and does not violate any of the terms or conditions In Its governing documents or any contract to which it is a party or any law applicable to It; and (c) it is not Bankrupt. B. Buyer represents end warrants that; (a) It is not a residential customer; (b) it will Immediately notify Seller of any change In its ownership; (c) execution of this Agreement initiates enrollment and service for the Delivery Period and any Renewal Term; (d) no communication, written or oral, received from the Seller will be deemed to be an assurance or guarantee as to any results expected from this Agreement; (9) if it is executing this Agreement in its capacity as an agent, such Party represents and warrants that It has the authority to bind the principal to all the provisions contained herein and agrees to provide documentation of such agency relationship, and (f) (i) it will provide, to Seller, Information reasonably required to substantiate Its usage requirements. Including information regarding Its business, locations, meter/account numbers, historical/projected usage, time of use, hours of operation, utility rate classes, agreements, schedules, which in substantial part form the basis for the calculation of charges for the transactions hereunder; (tt) acceptance of this Agreement constitutes an authorization for release of such usage information; (III) It will assist Seller In taking all actions necessary to effectuate Transactions, including. if requested, executing an authorization form permitting Seller to obtain its usage information from third parties; and (iv) the usage information provided Is true and accurate as of the date furnished and as of the effective date of the Agreement- C. Each Party acknowledges that: (a) this Agreement is a forward contract and a master netting agreement as defined In the United States Bankruptcy Code ('Code'); (b) this Agreement shall not be construed as creating an association, trust, partnership, or joint venture in any way between the Parties, nor as creating any relationship between the Parties other than that of independent contractors for the sale and purchase of Commodity; (c) Seller is not a'utility' as defined in the Code; (d) Commodity supply will be provided by Seller under this Agreement, but delivery will be provided by the Buyer's Utility; and (s) Buyers Utility, and not Seller, is responsible for responding to leaks or emergencies should they occur. 14. Other. (a) This Agreement, and any dispute arising hereunder, is governed by the law of the state in which the Service Locations are located, without regard to any conflict of rules doctrine. (b) Each Party waives Its right to a jury trial regarding any litigatlon arising from this Agreement. (c) No delay or failure by a Party to exercise any right or remedy to which it may become entitled under this Agreement will constitute a waiver of that right or remedy. (d) Seller warrants that (1) It has good title to Commodity delivered, (II) It has the right to sell the Commodity, and (III) the Commodity will be free from all royalties, liens, encumbrances, and claims. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED. (a) Buyer will be responsible for and indemnify Seller against all losses, costs and expenses. Including court costs and reasonable attorney's fees, arising out of claims for personal Injury, Including death, or property damage from the Commodity or other charges which attach after title passes to Buyer. Seller will be responsible for and indemnify Buyer against any losses, costs and expenses, including court costs and reasonable attorneys' fees, arising out of claims of title, personal injury, including death, or property damage from the Commodity or other charges which attach before title passes to Buyer. (f) NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THE AGREEMENT FOR CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, LOST PROFITS OR SPECIFIC PERFORMANCE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. (9) All notices and waivers will be made in writing and may be delivered by hand delivery, first class mall (postage prepaid), overnight courier service or by facsimile and will be effective upon receipt; provided, however, that any terrination notice may only be sent by hand or by overnight courier service, and, if sent to Seller, a copy delivered to: Direct Energy Business, Attn: Customer Services Manager, 1001 Liberty Avenue, Pittsburgh, PA 15222, Pittsburgh, PA 16222; Phone: (888) 926- 9115; Fax: (866) 421-0257; Email: CustomerRelations@direetenergy.com. (h) If Buyer and Direct Energy Business Marketing, LLC entered into Commodity transactions prior to the execution of this Agreement ('Existing Transactions'), the Parties agree that these Existing Transactions shall be Transactions governed under the terms of this Agreement. This Agreement supersedes and replaces any other agreement that may have applied to the Existing Transactions. Note that this subsection (I) shall not apply to any Commodity transactions or agreements entered into between Buyer and Direct Energy Business, LLC (1) No amendment to this Agreement will be enforceable unless reduced to writing and executed by both Parties. Q) Seller may assign this Agreement without Buyers consent. Buyer may not assign this Agreement without Seller's consent; which consent will not be unreasonably withheld. In addition, Seller may pledge, encumber, or assign this Agreement or the accounts, revenues, or proceeds of this Agreement in connection with any financing or other financial arrangements without Buyer's consent; In which case Seller shall not be discharged from its obligations to Buyer under this Agreement. (k) This Agreement may be executed in separate counterparts by the Parties, Including by facsimile, each of which when executed and delivered shall be an original, but all of which shall constitute one and the same instrument, p) Any capitalized terms not defined in this CMA are defined in the Transaction Confirmation or shell have the meaning set forth In the applicable Utility rules, tariffs or other governmental regulations, or if such term is not defined therein then it shall have the well-known and generally accepted technical or trade meanings customarily attributed to It in the natural gas or electricity generation Industries, as applicable, (m) The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration In Interpreting this Agreement. (n) Any executed copy of this Agreement and other related documents may be digitally copied, photocopied, or stored on computer tapes and disks ('Imaged Agreement"), The Imaged Agreement will be admissible In any judicial, arbitration, mediation or administrative proceedings between the Parties in accordance with the applicable rules of evidence; provided that nelther Party will object to the admissibility of the Imaged Agreement on the basis that such were not originated or maintained in documentary form.(*) Where multiple parties are Party to this Agreement with Seller and are represented by the same agent, it is agreed that this Agreement will constitute a separate agreement with each such Party, as If each such Party had executed a separate Agreement, and that no such Parry shall have any liability under this document for the obligations of any other Panties. (p) This CMA may be terminated by either Party upon at least thirty (30) days' prior written notice; 2/1212015 3:15:08 PM Page 3 of 4 Contract ID: 2021144 DEB-CMA-121914 Version: 12/19/2014 04:06:67 PM provided, however, that this CMA will remaln In effect with respect to Transactions entered into prior to the effective date of the termination until both Parties have fulfilled all of their obligations with respect to the outstanding Transactions. (q) Buyer will not disclose the terms of this Agreement, without prior written consent of the Seller, to any third party, other than Buyers employees, affiliates, agents, auditors and counsel who are bound by substantially similar confidentiality obligations, trading exchanges, governmental authorities, courts, adjudicatory proceedings, pricing indices, and credit ratings agencies; provided that if Buyer receives a demand for disclosure pursuant to court order or other proceeding, it will first notify Seiler, to the extant practicable, before making the disclosure. IN WITNESS WHEREOF, this CMA is entered into and effective as of the date written above. BUYER: CRY OF ELGIN By: 4e�2- :Q� Print Name: S7,r Title: L+ �0 Date: 2112f2015 3:15:09 PM DEB-CMA-121914 SELLER: DIRECT ENERGY BUSINESS, LLC DIRECT ENERGY BUSINESS MARKETING, LLC By. ? n 1 Print Name:^ � 11-�n- __ Title: - 0- Date: Page 4 of 4 Verslon: 12/19/2014 04:06:57 PM Contract ID: 2021144