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2002-41RESOLUTION NO. 2002- 41 A RESOLUTION APPROVING AN AMENDMENT TO AN ELECTRICAL SERVICE AGREEMENT WHEREAS, an alternate electric service agreement was approved by Resolution No. 2002 -5 on 2/4/02; and, WHEREAS, the electrical service supplier has offered a modification to the agreement which provides a beneficial cost reduction to the Village; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows: Section 1. The attached agreement entitled "Contract Amendment" related to Account Numbers 0111585007,1948149005 and 011152307 is hereby approved. Section 2. The Village Manager is authorized and directed to execute the agreement. A copy of said agreement is attached hereto and made a part hereof. AYES: 6 - Braiman, Glover, Berman, Johnsen,,-Kahn--, :;Trilling NAYES: 0 - None ABSENT; 0 - None PASSED: October 21 '2002 APPROVED: October 21 , 2002 APPROVED: Village President ATTEST: Village Clerk 0:\PWDIRGRP\LHCICOMEDkes2002.doc AES NewEnergy, Inc. ( "NewEnergy ") CONTRACT AMENDMENT Amendment Date: September 4, 2002 Customer: Village of Buffalo Grove VILLAGE OF BUFFALO GROVE ;1b0V -4 2002 PW ADMIN Whereas AES NewEnergy, Inc. ( "NewEnergy ") and Village of Buffalo Grove ( "Customer"), (the Parties), desire to amend certain terms of the AES NewEnergy Fixed Price Electricity Service Agreement (including the AES NewEnergy, Inc. Illinois Fixed Price Schedule A and the Definitions and General Terms and Conditions), effective as of 215/2002, and executed by Customer on 2/4/2002, a copy of which documents are attached, incorporated herein by reference, and referred to as the "Original Agreement "; and; Whereas the consideration exchanged in return for the terms contained in this Contract Amendment is recognized by the Parties as valid and sufficient to create a contract; Therefore, the Parties agree as follows: 1. Paragraph 3 Term of the Original Agreement shall have the following sentence added to the existing language: Following receipt of NewEnergy's pricing proposal prior to the end of the Term, Customer shall provide NewEnergy with an opportunity to match any bona fide competitive proposals for electricity supply offered by any other Retail Electric Supplier, and shall accept NewEnergy's proposal if it provides substantially similar economic benefits as determined by the Village in its sole discretion. 2. The Fixed Prices) shown on Illinois Fixed Price Schedule A shall be amended to include a credit of $.005 per kilowatt hour of electricity actually consumed by Customer for the period beginning with each Account's June, 2002 billing cycle and ending with the May, 2003 billing cycle ( "Restructuring Credit "). The Restructuring Credit will be provided during this time only, and the Fixed Price(s) shall remain unchanged and in effect throughout the Term of the Original Agreement. An amount reflecting the Restructuring Credit for each month shall be included on a subsequent invoice for each Account, as follows: BILLING CYCLE APPEARING ON INVOICE MONTH June 2002 Au oust 2002 July 2002 September 2002 Au ust 2002 October 2002 September 2002 November 2002 October 2002 December 2002 November 2002 January 2003 December 2002 February 2003 January 2003 March 2003 February 2003 Aril 2003 March 2003 May 2003 April 2003 June 2003 May 2003 July 2003 Provided, however, the Restructuring Credit is provided pursuant to and is contingent upon a confidential Market Development Agreement dated May 15, 2002 that NewEnergy has with Exelon Generation Company, L.L.C. ( "Confidential Agreement"). Pass - through of the Restructuring Credit to Cutomer is contingent upon NewEnergy's actual receipt of such Restructuring Credit pursuant to the Confidential Agreement. If NewEnergy does not receive the benefit of the Confidential Agreement and equal to the amount of kilowatt hours consumed by Customer during the relevant period multiplied by $.005, whether due to a termination or breach of the Confidential Agreement or otherwise, NewEnergy shall not be obliged to provide any Restructuring Credit to Customer. In the event that the service to any or all of the Account(s) is terminated for any reason during the Term, Customer agrees to repay to NewEnergy the entire amount of the Restructuring Credit received by Customer for the terminated Account(s). Repayment shall be remitted not more than fourteen (14) days after termination of service occurs, and shall not be reduced or offset for any reason. 3. All other terms and conditions contained in the Original Agreement which are not specifically modified in this Amendment are incorporated herein by reference, and remain in full force, effective, and enforceable by either Party. Neither Party may modify their obligations, except as provided in the Original Agreement, Fixed Price Electricity Service Agreement. 4. Customer affirms that it has read this Contract Amendment in its entirety and it agrees to purchase services from NewEnergy subject to the Original Agreement as amended herein. I agree with the provisions to the Contract Amendment set forth abo%e and request NewEnergy to provide service for the Account(s) under the terms and conditions specified herein and in the Original Agreement in exchange for valid and sufficient consideration. By. Village of Buffalo Grove By: (Authorized Signatute and Title) NewEnergy Reference Numkr: IL- FP12045488 NewEnergy Contract Number: 3923 By: ACS, e y Inc. By: Charles C. Sutton, Vice President Date: (�)7 Z� }? oo Date: 06T__ 3), *?_ 00 7_ CONTRACT AMENDMENT PAGE 2 OF 2