===== PDF PAGE 5 ===== [Extraction: embedded PDF text] CITY OF WEST CHICAGO INFRASTRUCTURE COMMITTEE AGENDA ITEM SUMMARY ITEM TITLE: AGENDA ITEM NUMBER: _4_·· ~ d-'---"4='-..'----- AFTER THE FACT APPROVAL OF CITY FILE NUMBER: _____ _ ADMINISTRATOR'S EXECUTION OF THREE YEAR CONTRACT WITH DYNEGY ENERGY SERVICES, LLC COMMITTEE AGENDA DATE: April 2, 2026 FOR THE SUPPLY OF ELECTRICITY, JUNE 1, 2026 - COUNCIL AGENDA DATE: April 20, 2026 MAY 31, 2029 STAFF REVIEW: Mehul T. Patel, P.E., CFM - Director of Public Works SIGNATURE - - -------- APPROVED BY INTERIM CITY ADMINISTRATOR: Tia Messina SIGNATURE ---------- ITEM SUMMARY: Since January 2007, as a result of the electric utility deregulation law passed by the State of Illinois in 1997, the City of West Chicago has contracted for the supply of electricity from a third party supplier for electricity to be supplied to the City's Water Treatment Plant, all Well Stations, and all Sanitary Lift Stations. The distribution of electricity continues to be provided by ComEd. Working with David Hoover, who formed a cooperative known as the Northern Illinois Municipal Electric Cooperative (NIMEC) that represents over 30 municipalities, alternative pricing is obtained via competitive bid from four third-party electric suppliers. In the past, the competitive bids were then compared with ComEd's rates to determine which pricing yields the most significant savings for the City. Now, however, ComEd no longer offers fixed rates for medium and large accounts like ours. Therefore, the City is forced to seek competitive bids or pay ComEd's floating rate, which is not recommended, as the floating rates are inflated and change hourly. On February 17, 2026, City Council approved Resolution No. 26-R-0003 authorizing the City's participation in NIMEC and authorizing the City Administrator to approve a contract with the lowest cost electricity provider. On March 10, 2026, NIMEC obtained bids from five suppliers (i.e., AEP, Dynegy, MC2, Direct Energy, and Constellation). Dynegy Energy Services won the bid and on Tuesday, March 10, 2026, the City Administrator executed a three year contract (June 2026 thru May 2029) with Dynegy Energy for $0.07799/kWh for contract year beginning June 1, 2026, to May 31, 2029. The existing contract expires on May 31, 2026, and the City's current rate is $0.07877/kWh. Under the new contract, the City will be paying approximately 1% less for energy than the previous contract. ACTIONS PROPOSED: City Council approval of the City Administrator's execution of a three-year contract with Dynegy Energy Services, LLC for the supply of electricity for the City's Water Treatment Plant, all Well Stations, and all Sanitary Lift Stations. COMMITTEE RECOMMENDATION: ===== PDF PAGE 6 ===== [Extraction: embedded PDF text] ~ DYNEGY ... ELECTRIC SERVICE AGREEMENT EXHIBIT A - Standard Large Stable Issued: March 10, 2026 This offer is presented to CITY OF WEST CHICAGO ("Customer") by DYNEGY ENERGY SERVICES, LLC ("Supplier") and represents a price for Customer's full requirement retail power ("Retail Power") needs at the service location(s) listed in Table 2, each service location referred to as an ("Account"). Upon acceptance, this offer will become Exhibit A of Supplier's Electric Service Agreement Terms and Conditions ("Agreement"), a copy of which is attached. By signing this Exhibit A, Customer is authorizing Supplier to enroll each Account with the Utility ("Utility") noted in Table 1. Table 1 Delivery Term Delivery Term Delivery Term Traditional Energy Voluntary EFEC • Bill (select one): Quote#: Begins: Ends: Power Price (/kWh): Quantity(%): Method: □ 12 Q-00977109 May2026 May 2027 $0.07748 N/A SBO □ 2_4 Q-00985501 May 2026 May 2028 $0.07662 N/A SBO ~6 Q-00985502 May 2026 May2029 $0.07799 N/A SBO Utility: ComEd Regional Transmission Organization (RTO): PJM Broker Consultant (If blank, N/A): Trinity Energy LLC • Detailed description of the bill method can be found In Section 4. Power Price: Supplier will arrange for delivery of Customer's Retail Power. The Power Price noted in Table 1 includes charges for energy, capacity, applicable Regional Transmission Operator, ancillary services and other market settlement charges, distribution and transmission energy losses, charges associated with the purchase, acquisition and delivery of renewable energy certificates (RECs) in accordance with the state-mandated Renewable Portfolio Standards ("RPS") requirements, if applicable, the charge for additional voluntary RECs, or Voluntary EFECs and scheduling and load forecasting associated with the delivery of Customer's Retail Power. Voluntary REC Quantity: If applicable in Table 1, the Power Price in Table 1 will include a charge associated with the Voluntary REC Quantity requested by Customer. Retail Power shall be associated with the generation of electricity from a renewable energy resource such that the percentage required, when added to Customer's obligation under the RPS of this Agreement, shall equal the Voluntary REC Quantity(%) selected in Table 1. The Parties agree and understand a REC is separate from the Retail Power being delivered but, nonetheless, constitutes value associated with the provision of Retail Power. It is understood and agreed that any RECs purchased and retired in accordance with the aforesaid state mandate is not the property of Customer, and Customer has no claim, interest, or right to said RECs, or any value derived therefrom. Voluntary EFEC Charge: If applicable in Table 1, the Power Price in Table 1 will include a charge associated with the Voluntary EFEC Quantity requested by Customer. Emission Free Energy Certificates: Supplier agrees to provide emission free energy supply based on Customer's specified percentage as set forth herein. Emission free energy supply may be provided through an Emission Free Energy Certificate ("EFEC"), an Alternative Energy Certificate ("AEC"), a Zero Emission Certificate ("ZEC"), or any other recognized instrument representing emission free energy, collectively a "Certificate." Each Certificate represents the environmental and fuel diversity attributes of one megawatt-hour of electricity generated by an eligible emission free source. Certificates will be provided in an amount equivalent to the value shown in Table 1 of the Customer's actual net usage over the term of the Agreement. Upon written request from Customer, Supplier will provide Customer with an attestation that (a) Certificates were generated in an amount equivalent to the percentage of Customer's actual net usage as provided herein, and (b) each Certificate has not been previously contracted and cannot be claimed by any other customer. The Certificate may be provided from the obligation year or an earlier vintage year. Customer shall be entitled to (i) identify, and (ii) make marketing claims regarding the purchase of Certificates under this Agreement only after Supplier has reviewed and provided its written consent. Notwithstanding the foregoing, Customer understands the physical output and associated electrons from the generation source of the Certificates may not be generated on the same electric grid as the Customer's premises. IL DES Standard Large Stable ESA 9 Pages Version: 12.08.2025 CITY OF WEST CHICAGO - LGSTB BRN 60DTP 1ST NIMEC SF 03.10.2026 Confidential Document - See Sec. 8 ===== PDF PAGE 7 ===== [Extraction: embedded PDF text] Customer will incur additional service and delivery charges from the Utility, and Customer is solely responsible for payments of all charges related to the delivery of electricity from the Utility. Net Metering: Customer must enroll, and be accepted In, as applicable by state law, Supplier's net metering program In order to participate In net metering with Supplier. The validity, interpretation and performance of this Agreement shall be governed by and performed in accordance with the laws of the State of Illinois, together with administrative and judicial decisions construing applicable provisions of the Illinois retail choice law, 220 ILCS 5/16-101 et al, and without regard to principles of conflicts of law. This offer Is contingent on acceptance by the Utility of the enrollment of Customer with Supplier. By signing below, you certify that 1) you are authorized on behalf of Customer to enter into this Agreement with Supplier, 2) Customer has read the Terms & Conditions of this Agreement and agrees to be bound by them, and 3) Customer authorizes Supplier to enroll the Account(s) listed In Table 2 with the Utility which will allow Supplier to provide retail electricity. IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on the date last signed by the Parties. DYNEGY ~ICES, LLC CITY OF WEST CHICAGO ,_ By: By: • ....,,_ Name: eA~1ktt@bi;&tsma• 11 , 2026 14 53 14 CUI) Name: Title: Sr. Director Title: Date: 03/11/2026 Date: (!r3,/(0 Q {17 NS IL DES Standard large Stable ESA 9 Pages Version: 12.08.2025 CllY OF WEST CHICAGO • LGSTB BRN 60DTP 1ST NIMEC SF 03.10.2026 Confidential Document - See Sec. 8 ===== PDF PAGE 8 ===== [Extraction: embedded PDF text] "A NG AND NOTia INFOR-ION FEIN" DUNS., 17:;,(,p_/p mt IlJ ~heck here if you are a local government entity as defined by SO ILCS SOS/Local Government Prompt Payment Act. If applicable, see Section 4 of the Terms & Conditions for below: □ Check here if you want invoices mailed to the Service Location, Attn: Accounts Payable. Otherwise, please complete invoice information below. Customer Invoices Customer Notit es Attn: Accounts Payable Attn: 475 Main St 475 Main St Address: W Chicago, IL 60185 Address: W Chicago, IL 60185 E-Mail: E-Mail: Phone: Phone: Sales Contact Supplier Inquiries Name: Scoit Strebel Name: Customer Care 2301 West 22nd Street, Suite 106 6555 Sierra Drive Address: Oak Brook, IL 60523 Address: Irving, TX 75039 E-Mail: Scott.Strebel@vistracorp.com E-Mail: businesscare@vistracorp.com Phone: Phone: 844-441-0716 Option 3 Upon dual execution and delivery to Supplier, this Agreement ls binding. Please retain a copy for your records and send a signed copy to Supplier. Supplier will forward all necessary documents to the Utility. NS IL DES Standard Large Stable ESA 9 Pages Version: 12.08.2025 CITY OF WEST CHICAGO - LGSTB BRN 60DTP 1ST NIMEC SF 03.10.2026 Confidential Document - See Sec. 8 ===== PDF PAGE 9 ===== [Extraction: embedded PDF text] ELECTRIC SERVICE AGREEMENT ACCOUNT INFORMATION SHEET FOR CITY OF WEST CHICAGO AS OF 03/10/2026 TABLE2 Utility: ComEd # Account# BIii Group Service Location 1 0807072403 13 811 E HAWTHORNE LN WEST CHICAGO IL 60185 2 1319470948 12 699 SHINGLEOAK DR LIFT STATION WEST CHICAGO IL 60185 3 1384839139 12 525 INDUSTRIAL DR WEST CHICAGO IL 60185 4 2181524196 12 1435 W ROOSEVELT RD WEST CHICAGO IL 60185 5 2371518418 13 2201 TOWER RD WEST CHICAGO IL 60185 6 2654773272 16 2551 MEADOWLARK DR WEST CHICAGO IL 60185 7 3002177880 13 320 FREMONT ST WEST CHICAGO IL 60185 8 3424042495 13 1900 POWIS RD WEST CHICAGO IL 60185 9 3622866029 13 627 HAWTHORNE LN WEST CHICAGO IL 60185 10 4406444307 13 842 MAIN ST WEST CHICAGO IL 60185 11 4896015577 13 1522 W HAWTHORNE LN WEST CHICAGO IL 60185 12 5231374573 11 1689 JOLIET RD WEST CHICAGO IL 60185 13 5609084153 5 244 S NELTNOR BLVD LIFT STATION #5 WEST CHICAGO IL 60185 14 6006555316 15 1415 PRAIRIE CROSSING DR DU PAGE WEST CHICAGO IL 60185 15 6427789086 13 320 E FOREST AVE WEST CHICAGO IL 60185 16 7021922674 13 2290 SMITH RD WEST CHICAGO IL 60185 17 7242808880 12 1255 HELENA DR WEST CHICAGO IL 60185 18 7321987788 12 253 GEORGE ST PUMP STATION WEST CHICAGO IL 60185 19 7345436143 12 410 COOLIDGE AVE WEST CHICAGO IL 60185 20 7904519060 11 1450 S NELTNOR BLVD WEST CHICAGO IL 60185 21 9927789774 12 1400 W HAWTHORNE LN, VILLAGE WEST CHICAGO IL 60185 NJ IL DES Standard Large Stable ESA 9 Pages Version: 12.08.2025 CITY OF WEST CHICAGO - LGSTB BRN 60DTP 1ST NIMEC SF 03.10.2026 Confidential Document - See Sec. 8 ===== PDF PAGE 10 ===== [Extraction: embedded PDF text] ELECTRIC SERVICE AGREEMENT subject to renewal pursuant to the conditions under Section 3, TERMS AND CONDITIONS Monthly Renewal. 3. MONTHLY RENEWALThis Electric Service Agreement ("Agreement") is between This Agreement shall automatically continue on a monthlySupplier and Customer and is dated and effective as of the date basis ("Renewal Term") at the rates determined by Supplie~the Exhibit A is signed by both Parties. To the extent there is a which may vary from month to month ("Variable Rate"). Ifconflict in the terms, interpretation or understanding of this Customer has not notified Supplier that Customer has elected Agreement and Exhibit A, the terms of Exhibit A shall to obtain Retail Power from another Retail Supplier, then supersede the terms of this Agreement. Supplier may, in its sole discretion, place Customer on Renewal Term service or Supplier may return Customer to Utility default 1. ELECTRIC ENERGY SERVICES service, thereby terminating this Agreement.Supplier shall supply and deliver to Customer and Customer 4. PAYMENTS/INVOICESshall exclusively purchase and receive from Supplier all Retail Supplier will separately issue an invoice for Retail Power viaPower as defined in Exhibit A, pursuant to the terms and mail or e-mail based on actual usage data provided by theconditions which are described in the attached Exhibit A and Utility as soon as practicable after the end of each Monthlyincorporated herein for all purposes. The Retail Power will be Billing Cycle in which service was provided ("Dual Billing").delivered to the interconnection between the transmission Each invoice will include Supplier charges set forth in thissystem of the applicable transmission provider and the Utility's Agreement and payments shall be received by Supplier within("Utility") distribution system ("Delivery Point"). Customer's sixty (60) Calendar Days following the issue date of eachUtility will be responsible for delivery of Retail Power to invoice, the "Due Date". Alternatively and upon mutualCustomer's meter from the Delivery Point. In the event the agreement of the Parties and approval by Utility, Supplier may Utility notifies Supplier that meters are required to be added issue an invoice that includes both Supplier charges set forth inand/or deleted to Customer's account due to regulatory rules this Agreement and the Utility's delivery service charges and/or regulations Supplier is authorized to add and/or delete ("Single Bill Option (SBO)"), in which case the Due Date shall besuch meters on Customer's account. Deleted meters may be sixty (60) days. All payments shall be made via an electronicsubject to Early Termination payments as referenced in method or check to the account specified on each invoice. Section 14. If such addition of meter requires a modification of Should the Utility fail to provide the customer's usageCustomer's rate, Supplier shall 1) provide written notice to information to Supplier within five (5) Business Days after theCustomer; and 2) any new meters added will be subject to a published meter read date, Supplier reserves the right to Variable Rate until a mutual agreement is reached on the new provide the Customer with an estimated bill to be trued up inrage for such additional meters. The delivery of Retail Power an invoice that follows receipt of the actual bill. Amounts notover the Utility's distribution system is subject to the terms paid on or before the Due Date shall be deemed delinquentand conditions of the Utility's tariff relating to delivery and and a late payment charge equivalent to one and one-halfmetering. Customer's Utility will send Customer a notice percent (1.5%) will be assessed each month on the unpaid confirming the switch to Suppiier for electricity (the balance ("Interest Rate"). If Customer in good faith disputes"Confirmation"). Customer shall provide written notice as the correctness of any invoice rendered under this Agreement, soon as practicable of any changes to Customer's Account and then Customer shall 1) provide written explanation of the basis meter numbers and/or billing locations associated with of the dispute to Supplier no later than the Due Date and 2)Customer's delivery services. Customer is solely responsible pay the undisputed portion of the amount invoiced no later for payments of all charges related to the delivery of the Retail than the Due Date. If the disputed amount is determined toPower from the Utility whether billed to Supplier or Customer, have been due by Supplier, it shall be paid to Supplier withinand agrees to hold harmless and indemnify Supplier from any five (5) Business Days of such determination, along withliability, demand, or payment for same. Customer represents interest at the Interest Rate from and including the date suchand warrants it is eligible to receive electric energy services amount was due, but excluding the date paid. For purposes of from Supplier and that it has given all required notices to the this Agreement, "Business Day" shall mean any day except a Supplier currently serving Customer, if applicable. Saturday, Sunday, or a Federal Reserve Bank holiday, and2. TERM OF AGREEMENT "Calendar Day" shall mean every day including Saturday, After Supplier and the Utility process Customer's enrollment Sunday and Federal Reserve Bank holidays. Alternatively, if request, Retail Power delivery will begin for each Account with eligible, Customer will receive a single bill from the Utility thatthe first available meter reading date of the month noted contains Supplier charges set forth in this Agreement and under "Delivery Term Begins" in Table 1 or as soon as possible Utility charges ("Consolidated Billing (UCB)"). Customer willthereafter, and ends with the regularly scheduled meter make payments to the Utility according to the Utility's billingreading date for the month noted under "Delivery Term Ends" rules and schedules. Failure to pay Supplier charges may resultin Table 1 on Exhibit A ("Term"). At the end of the Term of this in the Account(s) being returned to the Utility's standardAgreement, Supplier will return Customer to Utility default service and forfeiture of Customer's right to choose another service, unless a written amendment has been executed to retail electric service provider until past due amounts are paid.renew the Term. Notwithstanding the foregoing, the Term is IL DES Standard Large Stable ESA 9 Pages Version: 12.08.2025 CITY OF WEST CHICAGO - LGSTB BRN 60DTP 1ST NIMEG SF 03.10.2026 Confidential Document - See Sec. 8 ===== PDF PAGE 11 ===== [Extraction: embedded PDF text] Failure to pay invoice charges may result in the Account(s) documents that may be necessary to adequately determine being disconnected in accordance with the Utility's business Customer's creditworthiness (which, if available, shall be practices. If, due to Utility rules, any Account(s) become supplied by Customer upon the reasonable request of ineligible for Consolidated Billing from the Utility at any time Supplier). In addition, the determination of creditworthiness or during contract, then Supplier will issue an invoice for all financial condition may include consideration of the market ineligible Account(s). Supplier's invoice will reflect the Power exposure assumed by Supplier relevant to the liquidation value Price for Retail Power times the kWh each month for those of this Agreement under Section 14. accounts billed by supplier, and Customer will make payments 8. CONFIDENTIALITY to Supplier in the terms described above in Supplier billing. Customer and Customer's agents and Supplier and/or Each of Supplier and Customer reserves the right to convert Supplier's agents shall treat as confidential all terms and Customer from Consolidated Billing to Dual Billing, or from conditions of this Agreement, including all information and Dual Billing to Consolidated Billing if such a conversion will documentation exchanged by the Parties during the facilitate more timely billing, collections, and/or payment. If negotiations of this Agreement. Neither Party will disclose Customer is a state government entity as defined by its local terms and conditions of this Agreement to any other Party, government Prompt Payment Requirements Act indicated in except as required by law. Notwithstanding the foregoing, Exhibit A, then, in such event, said Act shall control with regard Supplier and/or Supplier's agents and Customer and/or to the calculation of payment due dates and late payment Customer's agents shall be allowed to acknowledge that an charges. All other provisions in this paragraph remain the same Agreement for Retail Power services does exist between the and are in effect. Parties. At Supplier's discretion, Third-Party Agents of 5. CUSTOMER INFORMATION Customer may be asked to execute a Confidentiality Customer authorizes Supplier to receive current and historical Agreement. energy billing and usage data from the Utility and such 9. WARRANTY, DISCLAIMER, AND LIMITATION OF LIABILITY authorization shall remain in effect unless Customer rescinds Supplier warrants title to all Retail Power delivered hereunder, such authorization in writing. Supplier reserves the right to and sells such Retall Power to Customer free from liens and cancel this Agreement in the event that Customer rescinds adverse claims to the delivery point. THIS IS SUPPLIER'S ONLY such authorization. Customer has the right to request from WARRANTY CONCERNING THE RETAIL POWER PROVIDED Supplier, twice within a twelve (12) month period without HEREUNDER, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER charge, up to twenty-four (24) months of Customer's payment WARRANTIES AND REPRESENTATIONS, EXPRESSED OR history. IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS 6. TAXES FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR Except for taxes on the gross income and property of Supplier, OTHERWISE. UTILITY Will PROVIDE DELIVERY SERVICES all federal, state, and municipal or other governmental UNDER THIS AGREEMENT; THEREFORE, SUPPLIER IS NOT subdivision taxes, assessments, fees, use taxes, sales taxes or LIABLE FOR ANY DAMAGES RESULTING FROM FAILURE BY THE excise taxes, or similar taxes or fees incurred by reason of Retail UTILITY OR RTO. SUPPLIER DOES NOT GUARANTEE Power sold under this Agreement are the sole responsibility of UNINTERRUPTED SERVICE AND SHALL NOT BE LIABLE FOR ANY Customer, and Customer agrees to hold harmless and DAMAGES SUSTAINED BY CUSTOMER BY REASON OF ANY indemnify Supplier from any liability, demand or payment for FAILURE, ALTERATION, OR INTERRUPTION OF SERVICE. same. It is understood that Supplier is responsible for all taxes NEITHER PARTY SHALL BE RESPONSIBLE UNDER ANY applicable prior to Supplier's delivery to the Delivery Point, and CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL, INDIRECT, Supplier agrees to hold harmless and indemnify Customer EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS from any liability, demand, or payment for same. OF PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, 7. CREDIT BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY Should Customer's creditworthiness or financial condition PROVISION OR OTHERWISE, INCURRED BY THE OTHER PARTY. deteriorate following the date of this Agreement, Supplier may 10. FORCE MAJEURE request adequate financial security from Customer in a form If a Party is prevented by Force Majeure from carrying out, in acceptable to Supplier as determined in a commercially whole or part, its obligations under this Agreement (the reasonable manner. The failure of Customer to provide "Claiming Party") and gives notice and details of the Force adequate financial security to Supplier within ten (10) Business Majeure to the other Party as soon as practicable, then the Days of a written request by Supplier shall be considered an Claiming Party shall be excused from the performance of its Event of Default under Section 14. For purposes of this Section, obligations under this Agreement (other than the obligation to creditworthiness or financial condition shall be determined by make payments then due or becoming due with respect to Supplier in a commercially reasonable manner, based upon but performance prior to the Force Majeure). The Claiming Party not limited to, reasonable concern over Customer's payment shall remedy the Force Majeure with all reasonable dispatch. pattern, discovery of negative or derogatory public During the period excused by Force Majeure, the non-Claiming information, and/or based upon a review of Customer's most Party shall not be required to perform its obligations under this recently audited annual financial statements or such other Agreement. "Force Majeure" shall mean an event or IL DES Standard Large Stable ESA 9 Pages Version: 12.08.2025 CITY OF WEST CHICAGO - LGSTB BRN 60DTP 1ST NIMEC SF 03.10.2026 Confidential Document- See Sec. 8 ===== PDF PAGE 12 ===== [Extraction: embedded PDF text] circumstance which prevents the Claiming Party from or privilege under this Agreement shall not operate as a waiver performing its obligations or causes delay in the Claiming of such right, power or privilege of this Agreement. Party's performance under this Agreement, which event or 14. EVENTS OF DEFAULT circumstance was not anticipated as of the date this Definition: An "Event of Default" shall mean, with respect to a Agreement was agreed to, which is not within the reasonable Defaulting Party (the "Defaulting Party"), the occurrence of any control of, or the result of the negligence of the Claiming Party, of the following: (a) the failure to make, when due, any and which, by the exercise of due diligence or use of good payment required pursuant to this Agreement if such failure is utility practice, as defined in the applicable transmission tariff, not remedied within five (5) Business Days (as such term is the Claiming Party is unable to overcome or avoid or cause to defined in Section 4 above) after written notice of such failure; be avoided, such as, but not limited to: acts of God, fire, flood, (bl any representation or warranty made by such Party herein earthquake, war, riots, strikes, walkouts, lockouts and other is false or misleading in any material respect when made or labor disputes that affect Customer or Supplier. Force Majeure when deemed made or repeated; (c) the failure to perform any shall not be based on 1) Customer's inability to economically material covenant or obligation set forth in this Agreement use the Retail Power purchased hereunder or 2) Supplier's (except to the extent constituting a separate Event of Default, ability to sell the Retail Power at a price greater than the price and except for such Party's obligations to deliver or receive under this Agreement. where such Party has made payments due for such failure to 11. CHANGE IN I.AW OR REGULATORY EVENT deliver or receive) if such failure is not remedied within five (5) In the event that any change in or enactment of any rule, Business Days (as such term is defined in Section 4 above) after regulation, Utility operating procedure, tariff, ordinance, written notice by Supplier to Customer; (d) such Party (1) files statute, or law affecting the sale or transmission, distribution, a petition or otherwise commences, authorizes or acquiesces or purchase or other obligation under this Agreement in the commencement of a proceeding or cause of action (including but not limited to any administrative ruling, under any bankruptcy, insolvency, reorganization or similar interpretation, or judicial decision), or any new or increased law, or has any such petition filed or commenced against it, (2) charges to maintain system reliability affects Supplier's costs to makes an assignment or any general arrangement for the deliver Retail Power, as determined in Supplier's reasonable benefit of creditors, (3) otherwise becomes bankrupt or discretion (a "Change in Law"), Supplier shall 1) provide written insolvent (however evidenced), or (4) has a liquidator, notice to Customer of the change, 2) specify the effect on price administrator, receiver, trustee, conservator or similar official necessary to accommodate the Change in Law, and 3) state the appointed with respect to it or any substantial portion of its date upon which such new pricing shall be effective, which property or assets as part of bankruptcy proceeding or date shall not be less than thirty (30) days from the date of the reorganization for the benefit of creditors; (e) the failure of written notice and shall coincide with the next Monthly Billing Customer to satisfy the creditworthiness/collateral Cycle invoice that follows the thirty (30) day period. Customer requirements under Section 7 of this Agreement; or (f) a Party agrees that it shall be bound by the new pricing set forth in the consolidates or merges with or into, or transfers all or written notice described in the foregoing provision. substantially all of its assets to, another entity and, at the time 12. ASSIGNMENT/CUSTOMER NAME CHANGE of such consolidation, amalgamation, merger or transfer, the This Agreement shall be binding on each Party's successors and resulting, surviving or transferee entity fails to assume all the permitted assigns. Neither Party shall assign this Agreement or obligations of such Party under this Agreement, or the its rights without the prior written consent of the other Party, resulting, surviving or transferee entity does not satisfy the which consent shall not be unreasonably withheld; provided, creditworthiness requirements/collateral requirement set however, 1) Supplier may assign its rights and obligations forth in Section 7 of this Agreement (each, an "Event of under this Agreement to an affiliate without consent of the Default"). Suspension and Early Termination: If an Event of Customer, or 2) the Assigning Party ("Assignor") shall be Default occurs, the non-defaulting Party ("the Non-Defaulting released from all liability under this Agreement if assignee Party") may, at its option and in its sole discretion, 1) suspend agrees in writing to be bound by the terms and conditions and its performance under this Agreement, or 2) terminate this assumes the liability of Assignor under this Agreement. If Agreement ("Early Termination"), at which Early Termination, Customer undergoes a change of legal name during any term the Non-Defaulting Party shall have the right to liquidate this of this Agreement, Customer is responsible for notifying the Agreement and to demand payment of, which the defaulting Utility and Supplier of such change in Customer's legal name Party ("the Defaulting Party") shall pay upon invoice, a (such new name, the "New Name") as soon as practicable. settlement amount which shall be equal to a) if Customer is the Customer further agrees to take any and all steps as may be Defaulting Party, any unpaid invoices plus the positive required by the Utility to continue as Supplier's Customer or to difference (if any) of the Power Price (plus all other charges re-enroll with Supplier. found in Table 1) minus the Market Price multiplied by the Total 13. WAIVER Monthly Usage kWh in the Monthly Billing Cycles remaining in Except as otherwise set forth in this Agreement, failure, or the Term or Renewal Term, or b) if Supplier is the Defaulting delay on the part of either Party to exercise any right, power, Party, the net result of any unpaid invoices by Customer to Supp lier and, the positive difference (if any) of the Market Price IL DES Standard Large Stable ESA 9 Pages Version: 12.08.2025 CITY OF WEST CHICAGO - LGSTB BRN 60DTP 1ST NIMEC SF 03.10.2026 Confidential Document- See Sec. 8 ===== PDF PAGE 13 ===== [Extraction: embedded PDF text] minus the Power Price (plus all other charges found in Table 1) question or controversy shall be resolved by arbitration in multiplied by the Total Monthly Usage kWh in the Monthly accordance with arbitration procedures established from time Billing Cycles remaining in the Term or Renewal Term. Any such to time by the American Arbitration Association ("AAA"). The calculation shall be discounted to present value, plus other panel of arbitrators to be provided shall be competent in their costs, expenses and charges under this Agreement which the expertise and qualifications to understand and arbitrate the Non-Defaulting Party incurs as a result of such Early dispute. In addition to the arbitration procedures established Termination, in addition to and without prejudice to any right by the AAA, arbitration shall be conducted pursuant to the of setoff, recoupment, combination of accounts, lien or other Federal Rules of Evidence. The arbitrators may award only right to which the Non-Defaulting Party is otherwise entitled, damages as allowed for by this Agreement, and attorney fees whether by operation of law, equity, contract or otherwise as a and other legal costs. Any decision and award of the majority result of the Event of Default and early termination of this of arbitrators shall be binding upon both Parties. Judgment Agreement, subject to any limitations on liability as set forth in upon the award rendered may be entered in any court of Section 9 WARRANTY, DISCLAIMER AND LIMITATION OF competent jurisdiction. LIABILITY. For the purposes of this section "Market Price" shall 18. EXECUTION mean the amount, as determined by the Non-Defaulting Party, Customer may provide Supplier with an executed facsimile that a bona fide Third Party would pay for the subject kWh at copy of the Agreement, or other form of an electronic the then current prevailing energy prices. The non-Defaulting execution of the Agreement, and in such event the Agreement Party may consider, among other things, quotations from the is binding on the Parties upon acceptance and execution by leading dealers in the wholesale energy industry, internally Supplier, and shall be deemed an original. developed forward market prices and other bona fide Third 19. CHANGES IN CONSUMPTION Party offers as commercially available to the Non-Defaulting Customer will provide Supplier advanced notification of any Party, which will be adjusted, as necessary, for the period and planned shutdowns or known or anticipated changes to differences in transmission costs, volume, and other factors, as Customer's operations that will have an impact on Supplier's reasonably determined by the Non-Defaulting Party. ability to accurately forecast Customer's load and/or notice of 15. MISCELLANEOUS any Account closings that may occur or may be expected to This Agreement constitutes the entire Agreement of the occur during the Term or Accounts added during the Term (a Parties with respect to the subject matter of this Agreement "Change in Consumption"). In the event a Change in and supersedes and extinguishes any and all prior oral or Consumption exceeds (i) 2% of Customer's total aggregate written Agreements between the Parties concerning the monthly consumption of Retail Power at its Accounts when subject matter of this Agreement. This Agreement may only be Customer is self-generating, or (ii) if, during the Term, modified or amended through a written document signed by Customer's actual monthly usage for two consecutive calendar both Parties. Except as otherwise set forth in this Agreement, months materially differs (i.e., increases or decreases by more failure, or delay on the part of Supplier to exercise any right, than 25%) from the monthly contract quantities used in power, or privilege under this Agreement shall not operate as calculating Customer's pricing found in Table 1 of Exhibit A for a waiver of such right, power or privilege of this Agreement. each such month, (i) and (ii) shall each be considered a 16. FORWARD CONTRACT/NON-UTILITY "Material Change in Consumption". Upon written request the ACKNOWLEDGEMENT monthly contract quantities can be provided to Customer. The Parties agree this Agreement is construed and understood Supplier may incorporate a request that Customer provide a to be a "forward contract" as defined by the U.S. Bankruptcy periodic production or load forecast to aid in forecasting Code. Each Party agrees that, for purposes of this Agreement, Customer's load requirements as part of the terms of this the other Party is not a "utility" as such term is used in Section Agreement. A Change in Consumption will include electricity at 366 of the U.S. Bankruptcy Code, and each Party waives and any Account(s) from any source (including self-generation) agrees not to assert the applicability of the provisions of such except for Retail Power sold by Supplier under this Agreement. Section 366 in any bankruptcy proceeding wherein such Party Notwithstanding the foregoing, Customer may (i) self-generate is a debtor. up to 2% of Customer's total aggregate monthly consumption 17. RESOLUTION OF DISPUTES/ARBITRATION of Retail Power at its Accounts, (ii) consume electricity from If a question or controversy arises between the Parties emergency generation during power outages at the Account(s) concerning the observance or performance of any of the and for purposes of testing such emergency generation, and terms, provisions or conditions contained herein or the rights (iii) self-generate in response to grid reliability programs or obligations of either Party under this Agreement, such managed or administered by the RTO, Supplier, or Customer's question or controversy shall in the first instance be the subject Utility. For clarity, Customer may participate in the Utility's net of a meeting between the Parties to negotiate a resolution of metering program if Customer has been enrolled and accepted such dispute. Such meeting shall be held within fifteen (15) by the Utility as of the date of the Agreement. The foregoing days of a written request by either Party. If within fifteen (15) shall not be construed to relieve Customer from its obligation days after that meeting the Parties have not negotiated a to purchase Retail Power as otherwise provided in this resolution or mutually extended the period of negotiation, the Agreement. When there is a Material Change in Consumption, IL DES Standard Large Stable ESA 9 Pages Version: 12.08.2025 CITY OF WEST CHICAGO - LGSTB BRN 60DTP 1ST NIMEC SF 03.10.2026 Confidential Document- See Sec. 8 ===== PDF PAGE 14 ===== [Extraction: embedded PDF text] then, upon written notice from one Party to the other Party, the Parties agree to (i) work in good faith with one another to reasonably adjust the remaining contract quantities for such Term on a forward basis, and (ii) pass through any credits or costs as reasonably determined by Supplier associated with effectuating such adjustment. Additionally, Supplier may charge Customer a settlement in accordance with the calculations set forth in Section 14 and/or adjust the Contract Price for such adjustment. 20. CUSTOMER SERVICE For questions about your invoice or Supplier service, please contact our Customer Care Department by calling Supplier at the toll-free number listed on the Notices Schedule. To report a service outage in an emergency or for any other questions, please contact your Utility directly. Signature: NadraJherrEee Email: nadra.sherazee@vistracorp.com IL DES Standard Large Stable ESA 9 Pages Version: 12.08.2025 CITY OF WEST CHICAGO - LGSTB BRN 60DTP 1ST NIMEC SF 03.10.2026 Confidential Document - See Sec. 8