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HomeMy WebLinkAboutResolutions - 2022.09.01 - 37581 AGENDA ITEM: Resolution - Alternative Energy Supplier-Renewable Electric Supply Agreement 22-297 COMMITTEE MEETING: Board of Commissioners DATE: Thursday, September 1, 2022 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET DEPARTMENT SPONSORED BY Facilities Management William Miller III INTRODUCTION AND BACKGROUND Oakland County now has the opportunity to contract with a third-party for the purchase of 75% of the total County energy via locally sourced solar power. The Facilities team has worked with a consultant to estimate the County’s potential cost savings and will be soliciting pricing and contracts from several potential providers.No contract will be formally negotiated and executed without Administration’s approval. The deadline to formalize this agreement is September 2, 2022, so there is a timing concern with solidifying this agreement. POLICY ANALYSIS The resolution is requesting approval to enter a contract for the expansion of renewable solar electrical energy and to be authorized to execute the proposed 10-year AES Renewable Electric Supply Agreement contract. Oakland County (OC) has an opportunity to secure 75% renewable electrical energy supply at a fixed rate through a negotiated 10-year AES Renewable Electric Supply Agreement contract, for years 2026 through 2036. There is a timing concern with solidifying this contract and the deadline to formalize it is September 2, 2022. The final vendor selection and terms of the contract will be communicated to the Board of Commissioners within 30 days of authorization of the 10-year AES Renewable Energy Supply Agreement contract. This is due to any delays in executing the proposed contract will result in limited solar electrical energy availability and increased electrical energy costs. FM&O and Purchasing will request that each of the pre-qualified third-party providers formally submit pricing in order to make a selection based on Purchasing Division’s policies and procedures. With the expansion of 75% utilization of renewable solar electrical energy, OC would significantly reduce the County’s greenhouse gas emission reduction, support the State-wide climate goals, and would directly impact the County’s sustainability plan target to achieve net zero emissions for County government operations by 2050, with an interim target of 50% emission reduction by 2035. All non-contracted electrical energy rates will continue to rise, with premium increases on renewable electrical energy rates. Local renewable solar energy availability is limited, and the proposed 10- year AES contract will secure a fixed quantity of renewable electrical energy, per County’s usage requirements, from a Michigan based solar electrical energy supplier. FM&O and Purchasing participated in the review of four (4) third-party providers, and three (3) have been prequalified based on longevity in the Michigan market, market share of Michigan electric choice load, financial strength, as well as a demonstration of ability to acquire in-state capacity. Contracts have been received from each of the third-party providers and Corporation Counsel has reviewed. If terminated outside of the parameters of the contract, a cash out option would be assessed to OC based on current renewable electrical energy rates on the remaining annual usage (KWH). Current annual usage (KWH) is 54,581,535. No budget amendment is required. BUDGET AMENDMENT REQUIRED: No Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.858.5115 (office) or andrewsmb@oakgov.com, or the department contact persons listed for additional information. CONTACT Erin Quetell, Environmental Sustainability Officer Edward Joss, Director Facilities Management-APP quetelle@oakgov.com, josse@oakgov.com ITEM REVIEW TRACKING William Miller III, Created/Initiated - 9/1/2022 David Woodward, Board of Commissioners Approved - 9/1/2022 Hilarie Chambers, Executive's Office Approved - 9/8/2022 Lisa Brown, Clerk/Register of Deeds Final Approval - 9/14/2022 AGENDA DEADLINE: 09/01/2022 6:00 PM COMMITTEE TRACKING 2022-08-24 Economic Development & Infrastructure - Recommend and Forward to Finance, as amended 2022-08-24 Finance - Recommend to Board 2022-09-01 Full Board ATTACHMENTS 1. Oakland County - Solar Energy Supply Proposal 08.12.2022 2. OaklandCountyFMO82322 3. CountyofOaklandPR82322 4. OaklandCountyWR82322 September 1, 2022 MISCELLANEOUS RESOLUTION #22-297 Sponsored By: William Miller III Facilities Management - Resolution - Alternative Energy Supplier-Renewable Electric Supply Agreement Chairperson and Members of the Board: WHEREAS Facilities Management is responsible for the ongoing operation of all County buildings and to provide cost-effective electrical energy supply in support of a healthy working environment for employees and visitors; and WHEREAS On April 21, 2022, Governor Gretchen Whitmer passed the first comprehensive climate action plan, MI Healthy Climate Plan, which sets forth aggressive carbon reduction targets; and WHEREAS the County’s current electrical energy supply is contracted to an Alternative Energy Supplier (AES), through 2026, and includes 15% renewable electrical energy as required per state law; and WHEREAS the County has an opportunity to secure 75% renewable electrical energy supply at a fixed rate through a negotiated 10-year AES Renewable Electric Supply Agreement, for years 2026 through 2036; and WHEREAS with the expansion of renewable solar electrical energy, the County would significantly reduce the County’s greenhouse gas emissions and support the State-wide climate goals; and WHEREAS a 75% utilization of renewable electrical energy would directly impact the County’s sustainability target to achieve net zero emissions for County government operations by 2050, with an interim target of 50% emission reduction by 2035, a critical component of the sustainability plan and greenhouse gas reduction recommendations; and WHEREAS all non-contracted electrical energy rates will continue to rise, with premium increases on renewable electrical energy rates; and WHEREAS local renewable solar energy availability is limited, the proposed 10-year AES Renewable Electric Supply Agreement will secure a fixed quantity of renewable electrical energy, per the County’s usage requirements, from a Michigan based solar electrical energy supplier; and WHEREAS Facilities Maintenance and Operations (FM&O) and Purchasing participated in the review of four (4) third-party providers, and three (3) have been prequalified based on longevity in the Michigan market, market share of Michigan electric choice load, financial strength, as well as a demonstration of ability to acquire in-state capacity; and WHEREAS FM&O and Purchasing requested and received agreements from each of the third-party providers and sent the agreements to Corporation Counsel for review; and WHEREAS subsequent to the Board of Commissioners approval to enter into a 10-year AES Renewable Electric Supply Agreement, FM&O and Purchasing will request that each of the pre-qualified third-party providers formally submit pricing which will be evaluated, and a supplier chosen as outlined in the Purchasing Policy and Procedure 2300.16; and WHEREAS per Purchasing Policy and Procedure 2400.6 the Board of Commissioners shall approve contracts in duration over five years; and WHEREAS any delays in executing the proposed 10-year AES Renewable Electric Supply Agreement will result in limited solar electrical energy availability and increased electrical energy costs; and WHEREAS the Director of Management and Budget and the Director of Facilities Management requests the approval and authorization of the proposed 10-year AES Renewable Electric Supply Agreement. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves and authorizes the County to enter into and execute a 10-year AES Renewable Electric Supply Agreement, pursuant to the Purchasing Policies and Procedures, for the expansion of renewable solar electrical energy, as long as the pricing does not exceed the current rates set by the Michigan Public Service Commission in Rider 17 of the DTE Electric Company Rate Book for Electric Service and contingent upon review by Corporation Counsel. BE IT FURTHER RESOLVED the final vendor selection and terms of the contract will be communicated to the Board of Commissioners within 30 days of authorization of the 10-year AES Renewable Energy Supply Agreement. BE IT FURTHER RESOLVED that the Environmental Sustainability Officer and the Director of Facilities Management shall provide an annual report to the Economic Development and Infrastructure Committee detailing the performance metrics of the AES Renewable Energy Supply Agreement. BE IT FURTHER RESOLVED a budget amendment is not required at this time. Chairperson, the following Commissioners are sponsoring the foregoing Resolution: William Miller III. Date: September 01, 2022 David Woodward, Commissioner Date: September 08, 2022 Hilarie Chambers, Deputy County Executive II Date: September 14, 2022 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2022-08-24 Economic Development & Infrastructure - Recommend and Forward to Finance, as amended 2022-08-24 Finance - Recommend to Board 2022-09-01 Full Board VOTE TRACKING Motioned by Commissioner William Miller III seconded by Commissioner Angela Powell to adopt the attached Resolution: - Alternative Energy Supplier-Renewable Electric Supply Agreement. Yes: David Woodward, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall, Christine Long, Philip Weipert, Angela Powell, Thomas Kuhn, Chuck Moss, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary McGillivray, Adam Kochenderfer (18) No: None (0) Abstain: None (0) Absent: (0) Passed ATTACHMENTS 1. Oakland County - Solar Energy Supply Proposal 08.12.2022 2. OaklandCountyFMO82322 3. CountyofOaklandPR82322 4. OaklandCountyWR82322 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on September 1, 2022, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan on Thursday, September 1, 2022. Lisa Brown, Oakland County Clerk / Register of Deeds To Kyle Jen, Finance Director Cc April Lynch, Deputy Executive From Erin Quetell, Chief Environmental Sustainability Officer Ed Joss, Director of Facilities Management Joseph Murphy, Manager Facilities Maintenance and Operations Subject Solar Energy Supply Proposal Date August 12, 2022 Introduction Facilities Management has proactively taken numerous steps over the years to reduce Oakland County’s utility costs. Facilities Management has participated in the deregulated natural gas market for two decades, realizing an average annual cost savings of approximately $100,000. Additionally, when the electric energy supply industry in Michigan was deregulated, Facilities Management, with the assistance of Purchasing and Corporation Counsel, was the first governmental agency to sign an Alternative Energy Supplier (AES) contract in July of 2001. Over the years a 20% rate reduction was achieved, for a total cost avoidance of over $7,000,000. Facilities has been taking steps to once again be a leader and steward to the environment by pursuing ways to reduce our carbon footprint and cut energy usage and cost. Oakland County now has the opportunity to contract with a third-party for the purchase of 75% of the total County energy via locally sourced solar power. The Facilities team has worked with a consultant to estimate the County’s potential cost savings and will be soliciting pricing and contracts from several potential providers.1 No contract will be formally negotiated and executed without Administration’s approval. The deadline to formalize this agreement is September 2, 2022, so there is a timing concern with solidifying this agreement. 1 - There are several third-party providers. We solicited four and pre-qualified three, with the assistance of Purchasing. We then requested and received contracts from the three and asked Corp Counsel to review them. Once we receive the go ahead from Administration, we will have the three pre-qualified providers formally submit proposals. Background Below is the background history of Retail Open Access, as well as some benefits and challenges to this proposed agreement. The Facilities team and Sustainability Officer believe the benefits outweigh the challenges. Public Acts 141 and 142 of 2000 were signed into law requiring that Michigan consumers have retail choice by January 2002. Retail Open Access (referred to throughout as “ROA”, “electric customer choice” or “electric choice”) for all customers of Michigan investor-owned electric utilities took effect on January 1, 2002. AES’s currently serve electric choice customers in the Consumers Energy Company (Consumers Energy), DTE Electric Company (DTE Electric), Upper Peninsula Power Company (UPPCo), Upper Michigan Energy Resources Corporation (UMERC), Cloverland Electric Cooperative (Cloverland), and Indiana Michigan Power Company (I&M) territories. Michigan is one of 20 jurisdictions that had full or limited restructuring of retail electric markets in 2019. In Michigan, Act 286 caps electric choice participation at 10 percent of an electric utility’s average weather-adjusted retail sales for the preceding year. Michigan’s Electric Customer Choice Program is available to all customers of regulated electric utilities, excluding members of electric cooperatives with loads of less than one megawatt (MW). As of December 2019, there were approximately 5,817 customers participating in the electric choice programs (compared to 5,819 in 2018). This represents approximately 2,016 MW of electric demand. As of December 2019, approximately 6,447 customers remain in the queue. Sustainability By dedicating 75% of the total electrical demand of Oakland County campus to renewable solar energy, we have the potential to lead in our greenhouse gas reduction goals set forth by the County Executive. As a reminder, those goals are to reduce County emissions by 50% by 2030 and become carbon neutral by 2050. Based on the recent greenhouse gas inventory, our built environment, meaning our buildings and facilities, are the greatest emitters comprising just over 75% of the total emissions of the county-owned and operated buildings and facilities. The County can lead by example by continuing to stay up to date on current energy policy and technology trends and show the dedication to investing in renewable energy programs. This investment would also compliment the great work that the facilities and maintenance teams already do around energy efficiency upgrades and new technology considerations to optimize the County’s built environment. Finally, this investment would set a path for continual advancement in other opportunities on campus such as the potential for additional renewable siting locations, energy storage capabilities, and building electrification. Benefits o All alternative electric suppliers are State certified. o The County’s contracts with alternative electric suppliers would be for electricity usage only. Thus, it’s straight forward and any other services we might need (e.g., an energy audit, distribution grid expansion) would be contracted for through DTE regardless. o Oakland County has successfully contracted with alternative electric suppliers for over 20 years (CMS Energy, First Energy, and Direct Energy). o Proposed total energy supplied by solar 75%, meaning 75% of the energy used in Oakland County facilities would be offset via renewable energy, which directly supports the County’s goal of net zero. o Reduce carbon footprint will be tracked during term of the contract. o Fixed price of electricity for 10 years, resulting in stable budgeting. o 2026 term price lower than the standard utility rate. o 2026 term price lower than standard ROA rate, based on current market. Challenges o DTE controls the distribution grid (electrical infrastructure), so there is a concern that when situations like a power outage arise, there may be challenges with energy supply even with renewable energy procurement. Note, however, that we will continue paying (remain a customer of) DTE for delivery (i.e., their maintaining the distribution grid to us). Further, note that if it could be proven that DTE discriminated against entities using alternative electric suppliers, they could be fined by the MPSC. This has not been an issue over the 20 years. o The deadline to execute this new 75% solar deal to start May 2026 is September 1, 2022. This timing is a factor because of upward pressure on energy prices. o Pricing is typically only good for the day of the bid. Therefore, final prices will be updated the day the County agrees to sign. Though the team doesn’t believe this will vary too much from the current proposal. o The current energy usage of existing County buildings would be used to determine the total amount of energy needed from the solar system. Though there is some flexibility should facilities close, the agreement would still consider the initial energy loads based on current energy usage. A cash out option would be assessed to Oakland County, if terminated outside of the parameters of the contract. Potential Savings 2022 through 2026 Contract AES VS Utility (DTE) - Proposed Annual Savings *DTE KWH RATE historical l y i ncre ases by OVER 2% PER YEAR (2% used i n DTE RATE cal cul ations below) YEAR AES SUPPLY RATE *DTE RATE RATE SAVINGS Potential Savings 2% ESCALATION RATE 2022 0.0590$ 0.0747$ 0.0157$ 858,376.51$ 1.02 2023 0.0590$ 0.0762$ 0.0172$ 939,950.25$ ANNUAL USAG E (KWH)2024 0.0590$ 0.0777$ 0.0187$ 1,023,155.47$ 54,581,535 2025 0.0590$ 0.0793$ 0.0203$ 1,108,024.79$ 2026 0.0590$ 0.0809$ 0.0219$ 1,194,591.50$ 2027 through 2036 Contract AES SOLAR VS Uti l ity (DTE) - Proposed Annual Savi ngs *DTE KWH RATE historical l y i ncre ases by OVER 2% PER YEAR (2% used i n DTE RATE cal cul ations below) YEAR AES SUPPLY RATE *DTE RATE RATE SAVINGS Potential Savings 2% ESCALATION RATE 2027 0.0780$ 0.0832$ 0.0052$ 283,835.72$ 1.02 2028 0.0780$ 0.0849$ 0.0069$ 374,659.63$ ANNUAL USAG E (KWH)2029 0.0780$ 0.0866$ 0.0086$ 467,300.01$ 54,581,535 2030 0.0780$ 0.0883$ 0.0103$ 561,793.21$ 2031 0.0780$ 0.0901$ 0.0121$ 658,176.27$ 2032 0.0780$ 0.0919$ 0.0139$ 756,486.99$ 2033 0.0780$ 0.0937$ 0.0157$ 856,763.92$ 2034 0.0780$ 0.0956$ 0.0176$ 959,046.39$ 2035 0.0780$ 0.0975$ 0.0195$ 1,063,374.52$ 2036 0.0780$ 0.0994$ 0.0214$ 1,169,789.20$ Conclusion It is recommended that the County leadership team support this agreement to procure 75% of the total energy needs via renewable solar energy starting in 2026 and recommended for full board approval. RETAIL ELECTRIC SALES AGREEMENT This RETAIL SALES AGREEMENT (together with Exhibit A and Exhibit B, the “Agreement”), dated as of August 1, 2022 (the “Effective Date”), is by and between Seller and the party set forth on the Exhibit A attached hereto (“Customer”). Seller and Customer can be individually referred to as a “Party” or collectively as “Parties.” WHEREAS, the Parties wish to sell and purchase certain Energy (as hereinafter defined) through transactions that they will enter into with each other as Customer and Seller; WHEREAS, the Parties acknowledge that this Agreement is subject to the terms and conditions of The DTE Electric Choice Program (“Program”) and its Retail Access Service Rider (“RASR”) as approved by the Michigan Public Service Commission (“MPSC”) and the applicable rules and regulations of the MPSC.2 NOW, THEREFORE, in consideration of the mutual covenant contained herein, the Parties agree as follows: ARTICLE 1: DEFINITIONS In addition to the other terms defined herein, the following terms shall have the meanings set forth below: “Bankruptcy Proceeding” means with respect to a Party or entity, such Party or entity (i) makes an assignment or any general arrangement for the benefit of creditors, (ii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, (iii) has such petition filed against it and such proceeding remains un-dismissed for 30 days, (iv) otherwise becomes bankrupt or insolvent (however evidenced), or (v) is unable to pay its debts as they fall due. “Business Day” means a day on which Federal Reserve member banks in New York City are open for business. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for each Party’s principal place of business. “Contract Quantity” means the projected amount of Energy that Customer will utilize based on available information at the time this Agreement is executed. Seller agrees to sell to Customer, and Customer agrees to purchase from Seller, 100% of its energy needs, pursuant to the Agreement. “Capacity” means the generation resources utilized by Seller to comply with the Resource Adequacy Requirement, the Customer’s Capacity PLC, and the SRM. All Capacity shall be sourced from a capacity resource located within MISO Local Resource Zone 7. “Customer Capacity PLC” means the Customer peak load contribution as assigned by MISO and calculated by the Electric Utility. “Delivery Point” means the point(s) of interconnection (DTE Load Zone) between the Electric Utility and Customer’s end use meter where Seller will arrange for delivery of supply to the Customer at or near the Premises. “Electric Utility” means DTE Electric Company, a Michigan corporation regulated by the MPSC. “Energy” means electricity or other product described in the Agreement. 2 Customer can learn more about the Program, RASR and the MPSC at the following web address: https://www.michigan.gov/mpsc/0,9535,7-395-93308_93325_93423_93501_93509---,00.html. “Energy Charge” means the price in $U.S. to be paid by Customer to Seller for the purchase of Energy or any other payment to be made by Customer to Seller in connection with the Agreement as set forth on Exhibit A attached hereto. “Interest Rate” means, for any date, two percent over the per annum rate of interest equal to the prime lending rate as may from time to time be published in the Wall Street Journal under “Money Rates” provided, however, that the Interest Rate shall never exceed the maximum lawful rate. “Law” means any applicable law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination. “Legal Proceedings” means any suits, arbitrations, proceedings, judgments, rulings or orders by or before any tribunal, court or any governmental authority. “Michigan Renewable Energy Laws” means the Michigan Compiled Laws § 460.1011 et seq., and any regulations promulgated with respect thereto. “MISO” means the Midcontinent Independent System Operator, Inc. “MISO Tariff” means MISO’s Open Access Transmission, Energy and Operating Reserve Markets Tariff on file with the FERC, as may be amended from time to time. “MISO Transmission Settlement” means MISO’s Transmission Settlements Business Practice Manual BPM-012. “Premises” means the facilities owned or operated by Customer that consumes the delivered Energy, generally located at or near the Delivery Point(s). “Program” means The DTE Electric Choice Program as approved by the MPSC. “RAST” means the Electric Utility’s Retail Access Service Rider as approved by the MPSC. “SRM” means the Electric Utility’s state reliability mechanism as approved by the MPSC. ARTICLE 2: REPRESENTATIONS AND WARRANTIES 2.1 Representations And Warranties. Each Party represents and warrants to the other Party that (i) it is duly organized, validly existing, in good standing and qualified to conduct and carry out its business; (ii) all regulatory authorizations necessary to legally perform obligations under this Agreement are met; (iii) it has the power and authority to enter into, perform its obligations under this Agreement; (iv) the execution, delivery and performance of this Agreement have been duly authorized and does not violate any law or regulation, (v) this Agreement is a legally valid and binding obligation enforceable against it in accordance with its terms, (vi) there are no Bankruptcy Proceedings pending or being contemplated by it or to its knowledge, threatened against it; (vii) there are no Legal Proceedings that materially adversely affect its ability to perform this Agreement. ARTICLE 3: OBLIGATIONS AND DELIVERIES 3.1 Seller’s and Customer’s Obligations. Seller shall sell and Customer shall purchase the Contract Quantity of Energy as described in this Agreement. Customer shall pay Seller the Energy & Capacity Price (as described in the Additional Exhibit A) as well as any other charges specified in the Energy Charge set forth on Exhibit A. Notwithstanding, the Parties acknowledge and agree that ERM is not a "utility" within the meaning of Section 366 of the Bankruptcy Code (11 U.S.C. 366) and that upon filing of a bankruptcy petition by or against Customer, Seller shall only have an obligation to continue selling to Customer if required by other provisions of this Agreement, and only if Seller receives satisfactory assurance of Customer's creditworthiness and ability to perform as otherwise provided in this Agreement. 3.2 Warranty. Seller warrants that (i) it has title to all Energy sold and delivered by it to Customer, free and clear of all taxes, liens, claims, security interests, encumbrances and other defects of title and (ii) it has the right to sell such Energy. SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO MODELS OR SAMPLES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. This Section 3.2 shall survive expiration or termination of this Agreement. 3.3 Contract Quantity. Unless otherwise stated in Exhibit A, Seller shall supply all of Customer’s Energy requirements or usage at the Premises. 3.4 Deliveries. Seller shall deliver the Energy to Customer at the Delivery Point. Title to all supply delivered by Seller hereunder shall pass from Seller to the Customer at the Delivery Point (or as referred to in Exhibit A). 3.5 Term. (i)Following acceptance and successful enrollment, Customer agrees to purchase its full electricity requirements from Seller for the period (a) beginning on the Customer’s last scheduled meter read date during the planning year immediately preceding the Commencement Date on or around June 1, 2026 (the “Commencement Date”) in the Program through (b) the Customer’s next scheduled meter read date immediately following the [ Ten (10) ] year anniversary3 of the Commencement Date (such period from clause (a) to clause (b) is the “Purchase Period”). The RAST defines the terms and conditions that constitute acceptance and successful enrollment into the Program. Customer acknowledges that for any service location (identified in Exhibit A or on Exhibit B) not accepted and/or successfully enrolled within forty-five (45) days of the date of this Agreement, Seller reserves the right to revise or rescind this offer. If, as a result of ERM’s sole negligence, the enrollment with the Electric Utility is not successful, ERM will reimburse the Customer for any positive difference between the Electric Charge in this Agreement and the actual cost incurred by the Customer for the replacement electric supply for the time between the planned Commencement Date and the actual Commencement Date. (ii)At the expiration of the Purchase Period, this Agreement shall automatically terminate, and if no other alternative energy supplier has been selected, then the Customer shall be returned to tariff service provided by the Electric Utility in accordance with the RASR. Customer agrees to provide Seller with at least 180 days prior written notice of its intent to be returned to tariff service provided by the Electric Utility or to select an alternative energy supplier, as the case may be. 3.6 Metering. Metering or any other measurement equipment shall be as described in Exhibit A, and if not fully described in Exhibit A, metering or measurement equipment shall be installed, maintained, serviced, tested and measured by the applicable local distribution or Electric Utility, or its successor, in accordance with its tariff. Unless otherwise stated in Exhibit A, Seller is not responsible for any costs of metering or measurement equipment, or the installation, maintenance, service, testing or measurement thereof. Seller is not responsible or liable to Customer for failure to delivery Energy if any required metering or measurement equipment is not in place. 3.7 Changed Energy Needs. (i) If during the term of this Agreement, Customer’s monthly electricity usage increases or decreases over 25% for six consecutive months due to expansion or contraction of the Premises, Customer and Seller shall negotiate in good faith to determine the pricing for such added or reduced quantities of Energy requirements. (ii)If the Customer closes, abandons or demolishes the Premises and the Premises’ meter is taken out of service, the Customer shall have no further obligation under this Agreement for the Premises as identified in Exhibit B; provided, however, the Customer has provided Seller with at least 60 days prior written notice. 3 Term to be a minimum of ten years. In the event Customer’s sells the Premises, the Customer will negotiate in good faith to have the Premises as identified in Exhibit B transferred to such buyer as further described in Section 11.2. ARTICLE 4: BILLING AND PAYMENT 4.1 Invoices. Customer will receive one bill from the Electric Utility, which will include all associated charges identified in the Price section set forth on Exhibit A. If Energy Charge on the bill received from the Electric Utility does not match the Energy Charge in this Agreement, Customer shall have the right to dispute such charge and request a reasonably detailed explanation of the difference between Energy Charge on Electric Utility bill and the Energy Charge in the Agreement. Seller will provide a response to the Customer within a commercially reasonable amount of time with an explanation of the difference between Energy Charge on Electric Utility bill and the Energy Charge in the Agreement. Customer agrees to pay all non-disputed amounts owed to Seller when due by remitting payment to the Electric Utility, which in turn will remit associated payment to Seller. If the Electric Utility fails to perform its billing responsibilities, Seller reserves the right to bill the Customer directly its monthly Energy Charges for service rendered. Upon 60 days following nonpayment when due of any non-disputed amounts owed, Seller shall have the right to terminate this Agreement without fault or liability, and the Customer shall be responsible for timely notifying the Electric Utility that is desires to be returned to Full Service in accordance with the RASR. 4.2 Failure to Pay. In the event Customer fails to pay the full amount payable by Customer when due and absent a legitimate dispute as to whether such amount is due, interest on the unpaid portion shall be charged from the date due until the date of payment at a rate equal to the lower of (i) the Interest Rate, or (ii) the maximum applicable lawful interest rate. 4.3 Invoice Errors and Disputes. If an error is discovered in any invoice, the error shall be rectified within ten (10)business days after notice of the discovery of the error. If a dispute arises as to the amount payable in any invoice, Customer shall pay when due the amount not in dispute and the disputing Party shall provide the other Party written notice including a detailed description of the specific basis of the dispute. The Parties shall first attempt to resolve the dispute through the representatives of the Parties with authority to settle disputes on an informal basis. Prior to the conclusion of such informal attempts to resolve the dispute, or ten (10) business days, whichever is shorter, neither Party shall seek resolution through the Electric Utility, or the MPSC. During this reconciliation, no late charges will accrue. ARTICLE 5: FINANCIAL RESPONSIBILITY 5.1 Initial Assurance of Performance. Prior to the start of any supply of Energy by Seller, Seller has the option to require Customer to provide assurances of performance in a form satisfactory to Customer in order to secure Customer’s performance. Assurances may, at the option of Customer, include prepayment, letter of credit, or guaranty from a party determined by Seller in its sole discretion to be creditworthy (“Assurances”). Customer may be required to provide new or additional Assurances in the future. If Seller does not initially require Assurances, that shall not prevent Seller in any way of requiring Assurances at a later date. 5.2 Other Assurances of Performance. If during the term of this Agreement, Seller (i) in its sole good faith opinion, determines that there has been a material adverse change in Customer’s credit status or financial condition (for example, but not limited to, a credit/bond rating lower than “BBB-”), or Customer becomes more than ten (10) days in arrears in paying its bills hereunder, then Seller may demand in writing Assurances from Customer. Furthermore, if during the term of this Agreement, the calculated damages payable under Section 6.4 below exceed five percent of the total revenue Seller is to obtain under this Agreement (the “Threshold Amount”), Seller may demand Assurances for the amount that such calculated damages exceed the Threshold Amount. Any Assurances received by Seller shall be returned once the calculated damages in Section 6.4 is less than the Threshold Amount. 5.3 Remedy for Failure to Provide Assurances. Should Seller not receive satisfactory Assurances within ten (10) days of a written request sent to Customer, Seller shall have the right to immediately suspend performance without further notice. ARTICLE 6: DEFAULTS AND REMEDIES 6.1 Damages for Failure to Deliver or Receive. Each Party shall be liable for those damages or losses directly arising from its breach of any delivery or receipt obligation. The remedy for breach shall be Customer’s actual loss on the commercially reasonable purchase of replacement Energy made in good faith, or Seller’s actual loss on the commercially reasonable resale of Energy made in good faith; provided, however, if no such replacement or resale is made, then a market price most applicable to the Energy, to be mutually determined in a commercially reasonable manner by the Parties, which may be based on quotations from at least two (2) leading dealers, brokers or industry participants reasonably selected by the Parties. 6.2 Events of Default. A default shall occur with respect to a Party, as applicable if: (i) any representation or warranty made by a Party herein shall prove to have been false or misleading in any material respect when made or deemed to be repeated, (ii) failure by a Party to perform any covenant set forth in this Agreement which failure is not cured within fifteen (15) Business Days after written notice thereof to the defaulting party, (iii) a Party shall be subject to a Bankruptcy Proceeding, (iv) failure by Customer to make, when due, any payment required under this Agreement, which failure is not remedied within ten (10) Business Days after written notice of such failure is given, (v) failure by the Customer to provide Assurances pursuant to Article 5 of this Agreement, (vi) Customer enters into another agreement to purchase Energy from another supplier that covers the term of this Agreement, (vii) Customer terminates this Agreement early, or (viii) Customer sells, transfers, closes or otherwise abandons the Premises and any successor to the Premises does not agree to be bound by the terms of this Agreement. 6.3 Remedies. If Seller terminates this Agreement due to a breach by Customer as described in this Article 6, Seller may at its sole option, immediately discontinue supply of Energy to Customer or transfer Customer to any applicable supplier of last resort (as may be defined by the applicable local electricity deregulation regulations in effect). If Customer terminates this Agreement due to breach by Seller as described in this Article 6, Customer shall have the right to cease its selection of Seller as its alternative energy supplier (“AES”) under the Program and select another entity as its AES for the purchase of its electricity requirements upon written notice to Seller and in a manner consistent with the terms and conditions of the Program, RAST, and the applicable rules and regulations of the MPSC. These rights are in addition to any other rights allowed herein, including but not limited to the rights described in Sections 6.4 and 6.5. 6.4 Calculation of Seller’s Damages. If Seller terminates this Agreement pursuant to a default by Customer as described in Section 6.1, the Parties agree, that in addition to all amounts Customer owes Seller prior to the termination, Seller’s damages shall be the reasonable expenses incurred by Seller in terminating this Agreement. Seller shall use commercially reasonable efforts to mitigate damages. 6.5 Calculation of Customer’s Damages. If Customer terminates this Agreement pursuant to a default by Seller as described in Section 6.1, the Parties agree, that in addition to all amounts Seller owes Customer prior to the termination, Customer’s damages shall be the reasonable expenses incurred by Customer in terminating this Agreement. Customer shall use reasonable efforts to mitigate damages. 6.6 Payment Of Damages. Damages pursuant to Sections 6.4 and 6.5 shall be paid the later of thirty (30) days following termination or within ten (10) days of calculation of damages. ARTICLE 7: TAXES 7.1 Taxes. Customer shall pay every valid tax that is imposed upon Customer. 7.2 Payment of Taxes. Each Party shall pay for taxes that each such Party is required by law to pay. In the event Customer is exempt from some tax, Customer shall furnish the Seller or other appropriate party with the necessary written documents demonstrating a valid exemption from payment of such tax. ARTICLE 8: FORCE MAJEURE 8.1 Force Majeure. No failure or omission by either Party in the performance of any obligation under this Agreement (except failure or delay by Customer to pay any amount when due) shall be considered a breach of contract, nor create any liability for damages, if and to the extent such failure or omission shall arise from any cause or causes beyond the control of such Party (collectively, “Force Majeure”), including but not limited to the failure of the applicable distribution and transmission company to receive, deliver or otherwise perform, unless caused by a Party’s failure to perform. 8.2 Force Majeure Procedures. A Party claiming excuse due to Force Majeure shall call or e-mail the other Party as soon as practicably possible after the occurrence of the Force Majeure, and shall follow-up with written notice as soon as reasonably possible thereafter. In no event shall Seller be obligated to purchase for delivery and sale Energy from others in order to replace the Energy curtailed or cut off by reason of Force Majeure. 8.3 Limitations to Force Majeure. No Party shall be entitled to the benefit of the provisions of this Article 8, (i)to the extent the failure to perform was caused by the sole or contributory negligence of the Party claiming excuse; or (ii) to the extent the failure to perform was caused by the Party claiming excuse after failing to remedy the condition and to resume performance with reasonable dispatch. ARTICLE 9: LIMITATION OF REMEDIES, LIABILITY AND DAMAGES 9.1 Limitation of Liability. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND DAMAGES PROVIDED HEREIN SATISFY THE ESSENTIAL PURPOSES HEREOF. THE EXPRESS REMEDIES OR MEASURE OF DAMAGES HEREIN SHALL BE THE SOLE AND EXCLUSIVE REMEDY. UNLESS EXPRESSLY HEREIN PROVIDED, PARTIES LIABILITIES SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE (EXCEPT TO THE EXTENT THAT AN INDEMNIFYING PARTY PURSUANT TO THE PROVISIONS OF THIS AGREEMENT IS OBLIGATED TO INDEMNIFY AGAINST THIRD PARTY CLAIMS). THIS ARTICLE 9 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THE AGREEMENT AND ALL TRANSACTIONS. 9.2 No Duty or Liability to Non-Parties. Nothing in this Agreement shall be construed to create any duty, standard of care or liability to any person not a Party to this Agreement. ARTICLE 10: INDEMNITY To the extent permitted by law, Customer and Seller (the “Indemnifying Party” as the case may be) agree to indemnify, defend, and hold the other Party harmless (the “Indemnified Party” as the case may be) from and against any and all claims, demands, liabilities, losses, costs and expenses including reasonable attorneys’ fees, and causes of action asserted against each other by any person (including without limitation, the Parties and their employees, agents, contractors, and subcontractors, and employees of such contractors and subcontractors) for personal injury or death, loss or damage to property, or fines or penalties, to the extent arising out of the Indemnifying Party’s failure to perform any of its obligations hereunder. Indemnifying Party shall also indemnify the Indemnified Party from Indemnifying Party's sole negligence or willful misconduct, in the handling or use of the Energy, or that of Indemnifying Party's employees, agents, contractors, or subcontractors or in any way arising out of the violations of any federal, state, or local regulations by Indemnifying Party or its employees, agents, contractors or subcontractors. In the event that an Indemnifying Party is obligated to indemnify and hold the Indemnified Party harmless, the amount owing to the Indemnified Party shall be the amount of such Indemnified Party’s actual losses, net of any insurance or other recovery. ARTICLE 11: MISCELLANEOUS 11.1 Title and Risk of Loss. Title to the Energy shall pass from Seller to Customer at the Delivery Point. Seller shall have responsibility for and assume any liability with respect to the Energy prior to its delivery to Customer at the specified Delivery Point(s). Customer shall have responsibility for and assume any liability with respect to said Energy at and after its delivery to Customer at the Delivery Point(s). 11.2 Successors and Assigns; Assignment. If Customer transfers or conveys legal title of the Premises to another party, Customer shall use reasonable efforts to assign this Agreement to any assignee or successor to the Premises, and Seller shall not unreasonably object to such assignment. Otherwise, Customer may not assign this Agreement to another party without Seller’s consent, such consent not to be unreasonably withheld. Seller may not assign this Agreement to another party without Customer’s consent, such consent not to be unreasonably withheld. Any purported assignment without appropriate consents shall be null and void. Notwithstanding the foregoing, ERM may, without the need for consent from the Customer (and without relieving itself from liability hereunder), transfer or assign this Agreement to an affiliate , or to any person or entity succeeding to all or substantially all of the assets of such Party by way of merger, reorganization or otherwise; provided, however, that no such assignment shall in any way relieve assignor from liability for full performance under this Agreement and that any such assignee agrees to be bound by this Agreement; provided further that any permitted assignee has credit status which, in the non-assigning Party’s sole reasonable opinion, is at least as sound as that of the assignor. 11.3 Confidentiality. Seller and Customer agree to keep all terms and provisions of this Agreement confidential and not to disclose any terms to a third party without the express written consent of the other Party, provided however that each party make disclosures to its own agents, attorneys, auditors, accountants and shareholders as may be reasonably necessary. 11.4 Forward Contract. This Agreement and the transactions hereunder will constitute “forward contracts” within the meaning of the United States Bankruptcy Code. 11.5 Notices. All notices required in this Agreement shall be deemed to have been properly given when sent by email, delivered personally, or sent by certified or registered mail with all postage fully prepaid, addressed to the Parties at addresses set forth below. Notices sent by email shall be deemed to have been received upon the sending Party’s receipt of confirmation of successful transmission. If the day on which or time at which such email is received is not a Business Day or is after 5:00 p.m. (at the receiving Party’s place of business) on a Business Day, then such email shall be deemed to have been received on the next following Business Day. To Seller With a copy to Attn: General Counsel, at the same address To County of Oakland, for Facilities, Maintenance and Operations: Attn: Joe Murphy One Public Wo D rks riv Wa e, terfor MI d, 48 328 Phone: 24 8-858-0019 Fax: 248 :452:2250 11.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 11.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter contemplated by the Parties. No statement or agreements, oral or written, made prior to or at the signing hereof, shall vary or modify the terms of this Agreement. 11.8 Severability. The provisions of this Agreement are severable, and if any portion of this Agreement is prohibited, deemed legally invalid or unenforceable, the remainder of this Agreement shall survive and remain in full force and effect. 11.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by email of the signature page hereof will be conclusive evidence of the execution by such Party of this Agreement. 11.10 No Third Party Beneficiaries. The provisions of this Agreement shall not impart rights enforceable by any person or entity not a Party or not a permitted successor or assignee of a Party bound to this Agreement. 11.11 Amendment. No amendment to or modification of any terms and conditions of this Agreement shall be effective or binding on either Party unless and until agreed to in writing and duly signed by both Parties. 11.12 Waiver. No waiver by either Party of any one or more defaults by the other in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature. The right of either Party to require strict performance by the other of any and/or all obligations imposed upon the other by this Agreement shall not in any way be affected by previous waivers, forbearance or course of dealing. 11.13 Duty of Good Faith. Both Parties shall have a duty of good faith and fair dealing with regard to this Agreement. 11.14 Authorization. Upon signing this Agreement, Customer authorizes Seller to become Customer’s retail electric provider for the duration of the Agreement. Customer authorizes Seller to act as agent for the sole purpose to effect any change to Seller, and Customer shall direct its current electric supplier to work with Seller to make this change happen. Customer and Seller shall provide any information, execute any documents and take any other reasonable actions necessary to make effectuate Seller as Customer’s supplier of Energy. 11.15 Conflicts with Local Deregulation or Retail Laws. Seller is providing Energy to Customer pursuant to the Electric Utility’s Program. As such, Seller and Customer shall comply with any Laws enacted by the Electric Utility, as applicable. Any RAST in effect shall supersede and control in the event of any express conflicts. 11.16 Headings. The headings used for the sections herein are for convenience and reference purposes only, and shall be ignored in construing this Agreement. 11.17 Transmission Settlements and Services. In the event there is an increase or decrease in the amount of Renewable Portfolio Standards (“RPS”) required under the Michigan Renewable Energy Laws, network integrated transmission services (“NITS”) costs, or charges included in the MISO Transmission Settlement incurred and paid by Seller during the term of this Agreement, the actual cost of such NITS, RPS, and/or MISO Transmission Settlement charges shall be trued-up by Seller on an annual basis to reflect the actual cost incurred by Seller and passed on to Customer. Accordingly, the Energy Charge may also be adjusted annually to reflect each of the passthrough charges noted in this Section 11.17. 11.18 Emergencies, Outages. In the event of any outages, downed wires, or other emergency situation, Customer should contact the Electric Utility at: Toll Free Number: 1-800-477-4747. IN WITNESS WHEREOF, the Parties hereto have caused the Agreement to be duly executed as of the Effective Date. SELLER: Name: Title: CUSTOMER: County of Oakland, for Facilities, Maintenance and Operations Name: Title: One Energy Plaza, Jackson, MI 49201 Phone: (517) 788-0493 EXHIBIT A ADDITIONAL CONTRACT PROVISIONS Customer Name: County of Oakland, for Facilities, Maintenance and Operations Parent Organization (if applicable): County of Oakland Service Address / Location of Premises*: See Exhibit B City: State: Zip Code: Current Electric Utility: DTE Electric Company Account Number(s) On Current Electric Utility Bill*: See Exhibit B Customer Name Exactly As Shown On Current Electric Utility Bill*: See Exhibit B Customer Meter #**: See Exhibit B *Note: Requested Information Can Be Found On Customer’s Monthly Electric Utility Bill. **If Customer requires multiple Accounts and Meter #s to be enrolled into the Program, refer to “Exhibit B” for required Location information and pricing details. Price The Energy Charge for all energy used during the Purchase Period = ______ ($/MWh, based on metered volumes) Seller agrees that the Energy Charge includes all energy and nonenergy electric supply costs required by MISO and under the Michigan Renewable Energy Laws in effect as of the Effective Date of this Agreement, including the following: Energy Capacity 75% Renewable Portfolio Standards Ancillary Service Charges (as authorized by MISO Tariff and regulated by FERC) Network Integrated Transmission Service costs Transmission and Distribution Line losses Congestion Any increase or decrease to the ancillary service charges (authorized by MISO) subsequent to the execution of this Agreement shall be directly passed through to the Customer by a corresponding increase or decrease in the Energy Charge stated above. In the event of a change in law under the Michigan Renewable Energy Laws following the Effective Date of this Agreement, the parties agree to work together and negotiate in good faith to determine the change in pricing of the Energy Charge to maintain the economics under this Agreement. The Energy Charge above does not include RASR charges (i.e. distribution service) or other charges the Electric Utility may impose that is separate from the Energy & Capacity Price. Seller takes sole responsibility of and will pay or reimburse Customer for any State Reliability Mechanism charged by the Electric Utility. Such RASR and other charges are MPSC approved and will continue to be billed by the Electric Utility. Information regarding the rates, terms and conditions of distribution services can be obtained by contacting your current Electric Utility. EXHIBIT B Only Commercial & Industrial Electric Service Accounts Will Be Accepted List Electric Service Accounts to be enrolled into the Electric Choice Program for County of Oakland, for Facilities, Maintenance and Operations Line # Account # Meter # Customer/Company Name Service Address / Location (Street Address, City, State, Zip) 1 910000051029 10011841/10011871 Oakland County Service Center  2250 PONTIAC LK RD WATERFORD, MI 48328  2 910000055897 3398956 Oakland County FMO  250 ELIZABETH LAKE RD PONTIAC, MI 48341‐0414  3 910000065649 10065883 Oakland County  1151 CROOKS RD TROY, MI 48084‐7136  4 910000072546 2994104 Oakland County Maintenance  1155 OAKLAND AVE PONTIAC, MI 48340‐2346  5 910000072595 3398954 Oakland County Maintenance  230 ELIZABETH LAKE RD PONTIAC, MI 48341‐1011  6 910000072603 8299272 Oakland County Maintenance  230 ELIZABETH LAKE RD PONTIAC, MI 48341‐1011  7 910000072629 3398953 Oakland County Maintenance  250 ELIZABETH LAKE RD PONTIAC, MI 48341‐0414  8 910000072694 7928266 Oakland County Maintenance  27725 GREENFIELD RD SOUTHFIELD, MI 48076‐3663  9 910000074500 3398955 Oakland County Maintenance  250 ELIZABETH LAKE RD PONTIAC, MI 48341‐0414  10 910013192786 5471174 Oakland County Accts. Payable FMO  1340 TELEGRAPH RD N PONTIAC, MI 48341  11 920035553493 5985488 Oakland County   700 BARCLAY CIRCLE ROCHESTER, MI 48307  12 920033988600 7954800 Oakland County Sheriffs Office 38F Attn: Karen Luna  300 SOUTH ST ORTONVILLE, MI 48462‐8870  13 14 15 RETAIL ELECTRIC SALES AGREEMENT This RETAIL SALES AGREEMENT (together with Exhibit A and Exhibit B, the “Agreement”), dated as of August 1, 2022 (the “Effective Date”), is by and between Seller and the party set forth on the Exhibit A attached hereto (“Customer”). Seller and Customer can be individually referred to as a “Party” or collectively as “Parties.” WHEREAS, the Parties wish to sell and purchase certain Energy (as hereinafter defined) through transactions that they will enter into with each other as Customer and Seller; WHEREAS, the Parties acknowledge that this Agreement is subject to the terms and conditions of The DTE Electric Choice Program (“Program”) and its Retail Access Service Rider (“RASR”) as approved by the Michigan Public Service Commission (“MPSC”) and the applicable rules and regulations of the MPSC.2 NOW, THEREFORE, in consideration of the mutual covenant contained herein, the Parties agree as follows: ARTICLE 1: DEFINITIONS In addition to the other terms defined herein, the following terms shall have the meanings set forth below: “Bankruptcy Proceeding” means with respect to a Party or entity, such Party or entity (i) makes an assignment or any general arrangement for the benefit of creditors, (ii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, (iii) has such petition filed against it and such proceeding remains un-dismissed for 30 days, (iv) otherwise becomes bankrupt or insolvent (however evidenced), or (v) is unable to pay its debts as they fall due. “Business Day” means a day on which Federal Reserve member banks in New York City are open for business. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for each Party’s principal place of business. “Contract Quantity” means the projected amount of Energy that Customer will utilize based on available information at the time this Agreement is executed. Seller agrees to sell to Customer, and Customer agrees to purchase from Seller, 100% of its energy needs, pursuant to the Agreement. “Capacity” means the generation resources utilized by Seller to comply with the Resource Adequacy Requirement, the Customer’s Capacity PLC, and the SRM. All Capacity shall be sourced from a capacity resource located within MISO Local Resource Zone 7. “Customer Capacity PLC” means the Customer peak load contribution as assigned by MISO and calculated by the Electric Utility. “Delivery Point” means the point(s) of interconnection (DTE Load Zone) between the Electric Utility and Customer’s end use meter where Seller will arrange for delivery of supply to the Customer at or near the Premises. “Electric Utility” means DTE Electric Company, a Michigan corporation regulated by the MPSC. “Energy” means electricity or other product described in the Agreement. 2 Customer can learn more about the Program, RASR and the MPSC at the following web address: https://www.michigan.gov/mpsc/0,9535,7-395-93308_93325_93423_93501_93509---,00.html. “Energy Charge” means the price in $U.S. to be paid by Customer to Seller for the purchase of Energy or any other payment to be made by Customer to Seller in connection with the Agreement as set forth on Exhibit A attached hereto. “Interest Rate” means, for any date, two percent over the per annum rate of interest equal to the prime lending rate as may from time to time be published in the Wall Street Journal under “Money Rates” provided, however, that the Interest Rate shall never exceed the maximum lawful rate. “Law” means any applicable law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination. “Legal Proceedings” means any suits, arbitrations, proceedings, judgments, rulings or orders by or before any tribunal, court or any governmental authority. “Michigan Renewable Energy Laws” means the Michigan Compiled Laws § 460.1011 et seq., and any regulations promulgated with respect thereto. “MISO” means the Midcontinent Independent System Operator, Inc. “MISO Tariff” means MISO’s Open Access Transmission, Energy and Operating Reserve Markets Tariff on file with the FERC, as may be amended from time to time. “MISO Transmission Settlement” means MISO’s Transmission Settlements Business Practice Manual BPM-012. “Premises” means the facilities owned or operated by Customer that consumes the delivered Energy, generally located at or near the Delivery Point(s). “Program” means The DTE Electric Choice Program as approved by the MPSC. “RAST” means the Electric Utility’s Retail Access Service Rider as approved by the MPSC. “SRM” means the Electric Utility’s state reliability mechanism as approved by the MPSC. ARTICLE 2: REPRESENTATIONS AND WARRANTIES 2.1 Representations And Warranties. Each Party represents and warrants to the other Party that (i) it is duly organized, validly existing, in good standing and qualified to conduct and carry out its business; (ii) all regulatory authorizations necessary to legally perform obligations under this Agreement are met; (iii) it has the power and authority to enter into, perform its obligations under this Agreement; (iv) the execution, delivery and performance of this Agreement have been duly authorized and does not violate any law or regulation, (v) this Agreement is a legally valid and binding obligation enforceable against it in accordance with its terms, (vi) there are no Bankruptcy Proceedings pending or being contemplated by it or to its knowledge, threatened against it; (vii) there are no Legal Proceedings that materially adversely affect its ability to perform this Agreement. ARTICLE 3: OBLIGATIONS AND DELIVERIES 3.1 Seller’s and Customer’s Obligations. Seller shall sell and Customer shall purchase the Contract Quantity of Energy as described in this Agreement. Customer shall pay Seller the Energy & Capacity Price (as described in the Additional Exhibit A) as well as any other charges specified in the Energy Charge set forth on Exhibit A. Notwithstanding, the Parties acknowledge and agree that Seller is not a "utility" within the meaning of Section 366 of the Bankruptcy Code (11 U.S.C. 366) and that upon filing of a bankruptcy petition by or against Customer, Seller shall only have an obligation to continue selling to Customer if required by other provisions of this Agreement, and only if Seller receives satisfactory assurance of Customer's creditworthiness and ability to perform as otherwise provided in this Agreement. 3.2 Warranty. Seller warrants that (i) it has title to all Energy sold and delivered by it to Customer, free and clear of all taxes, liens, claims, security interests, encumbrances and other defects of title and (ii) it has the right to sell such Energy. SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO MODELS OR SAMPLES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. This Section 3.2 shall survive expiration or termination of this Agreement. 3.3 Contract Quantity. Unless otherwise stated in Exhibit A, Seller shall supply all of Customer’s Energy requirements or usage at the Premises. 3.4 Deliveries. Seller shall deliver the Energy to Customer at the Delivery Point. Title to all supply delivered by Seller hereunder shall pass from Seller to the Customer at the Delivery Point (or as referred to in Exhibit A). 3.5 Term. (i)Following acceptance and successful enrollment, Customer agrees to purchase its full electricity requirements from Seller for the period (a) beginning on the Customer’s last scheduled meter read date during the planning year immediately preceding the Commencement Date on or around June 1, 2026 (the “Commencement Date”) in the Program through (b) the Customer’s next scheduled meter read date immediately following the [ Ten (10) ] year anniversary3 of the Commencement Date (such period from clause (a) to clause (b) is the “Purchase Period”). The RAST defines the terms and conditions that constitute acceptance and successful enrollment into the Program. Customer acknowledges that for any service location (identified in Exhibit A or on Exhibit B) not accepted and/or successfully enrolled within forty-five (45) days of the date of this Agreement, Seller reserves the right to revise or rescind this offer. If, as a result of ERM’s sole negligence, the enrollment with the Electric Utility is not successful, ERM will reimburse the Customer for any positive difference between the Electric Charge in this Agreement and the actual cost incurred by the Customer for the replacement electric supply for the time between the planned Commencement Date and the actual Commencement Date. (ii)At the expiration of the Purchase Period, this Agreement shall automatically terminate, and if no other alternative energy supplier has been selected, then the Customer shall be returned to tariff service provided by the Electric Utility in accordance with the RASR. Customer agrees to provide Seller with at least 180 days prior written notice of its intent to be returned to tariff service provided by the Electric Utility or to select an alternative energy supplier, as the case may be. 3.6 Metering. Metering or any other measurement equipment shall be as described in Exhibit A, and if not fully described in Exhibit A, metering or measurement equipment shall be installed, maintained, serviced, tested and measured by the applicable local distribution or Electric Utility, or its successor, in accordance with its tariff. Unless otherwise stated in Exhibit A, Seller is not responsible for any costs of metering or measurement equipment, or the installation, maintenance, service, testing or measurement thereof. Seller is not responsible or liable to Customer for failure to delivery Energy if any required metering or measurement equipment is not in place. 3.7 Changed Energy Needs. (i) If during the term of this Agreement, Customer’s monthly electricity usage increases or decreases over 25% for six consecutive months due to expansion or contraction of the Premises, Customer and Seller shall negotiate in good faith to determine the pricing for such added or reduced quantities of Energy requirements. (ii)If the Customer closes, abandons or demolishes the Premises and the Premises’ meter is taken out of service, the Customer shall have no further obligation under this Agreement for the Premises as identified in Exhibit B; provided, however, the Customer has provided Seller with at least 60 days prior written notice. 3 Term to be a minimum of ten years. In the event Customer’s sells the Premises, the Customer will negotiate in good faith to have the Premises as identified in Exhibit B transferred to such buyer as further described in Section 11.2. ARTICLE 4: BILLING AND PAYMENT 4.1 Invoices. Customer will receive one bill from the Electric Utility, which will include all associated charges identified in the Price section set forth on Exhibit A. If Energy Charge on the bill received from the Electric Utility does not match the Energy Charge in this Agreement, Customer shall have the right to dispute such charge and request a reasonably detailed explanation of the difference between Energy Charge on Electric Utility bill and the Energy Charge in the Agreement. Seller will provide a response to the Customer within a commercially reasonable amount of time with an explanation of the difference between Energy Charge on Electric Utility bill and the Energy Charge in the Agreement. Customer agrees to pay all non-disputed amounts owed to Seller when due by remitting payment to the Electric Utility, which in turn will remit associated payment to Seller. If the Electric Utility fails to perform its billing responsibilities, Seller reserves the right to bill the Customer directly its monthly Energy Charges for service rendered. Upon 60 days following nonpayment when due of any non-disputed amounts owed, Seller shall have the right to terminate this Agreement without fault or liability, and the Customer shall be responsible for timely notifying the Electric Utility that is desires to be returned to Full Service in accordance with the RASR. 4.2 Failure to Pay. In the event Customer fails to pay the full amount payable by Customer when due and absent a legitimate dispute as to whether such amount is due, interest on the unpaid portion shall be charged from the date due until the date of payment at a rate equal to the lower of (i) the Interest Rate, or (ii) the maximum applicable lawful interest rate. 4.3 Invoice Errors and Disputes. If an error is discovered in any invoice, the error shall be rectified within ten (10)business days after notice of the discovery of the error. If a dispute arises as to the amount payable in any invoice, Customer shall pay when due the amount not in dispute and the disputing Party shall provide the other Party written notice including a detailed description of the specific basis of the dispute. The Parties shall first attempt to resolve the dispute through the representatives of the Parties with authority to settle disputes on an informal basis. Prior to the conclusion of such informal attempts to resolve the dispute, or ten (10) business days, whichever is shorter, neither Party shall seek resolution through the Electric Utility, or the MPSC. During this reconciliation, no late charges will accrue. ARTICLE 5: FINANCIAL RESPONSIBILITY 5.1 Initial Assurance of Performance. Prior to the start of any supply of Energy by Seller, Seller has the option to require Customer to provide assurances of performance in a form satisfactory to Customer in order to secure Customer’s performance. Assurances may, at the option of Customer, include prepayment, letter of credit, or guaranty from a party determined by Seller in its sole discretion to be creditworthy (“Assurances”). Customer may be required to provide new or additional Assurances in the future. If Seller does not initially require Assurances, that shall not prevent Seller in any way of requiring Assurances at a later date. 5.2 Other Assurances of Performance. If during the term of this Agreement, Seller (i) in its sole good faith opinion, determines that there has been a material adverse change in Customer’s credit status or financial condition (for example, but not limited to, a credit/bond rating lower than “BBB-”), or Customer becomes more than ten (10) days in arrears in paying its bills hereunder, then Seller may demand in writing Assurances from Customer. Furthermore, if during the term of this Agreement, the calculated damages payable under Section 6.4 below exceed five percent of the total revenue Seller is to obtain under this Agreement (the “Threshold Amount”), Seller may demand Assurances for the amount that such calculated damages exceed the Threshold Amount. Any Assurances received by Seller shall be returned once the calculated damages in Section 6.4 is less than the Threshold Amount. 5.3 Remedy for Failure to Provide Assurances. Should Seller not receive satisfactory Assurances within ten (10) days of a written request sent to Customer, Seller shall have the right to immediately suspend performance without further notice. ARTICLE 6: DEFAULTS AND REMEDIES 6.1 Damages for Failure to Deliver or Receive. Each Party shall be liable for those damages or losses directly arising from its breach of any delivery or receipt obligation. The remedy for breach shall be Customer’s actual loss on the commercially reasonable purchase of replacement Energy made in good faith, or Seller’s actual loss on the commercially reasonable resale of Energy made in good faith; provided, however, if no such replacement or resale is made, then a market price most applicable to the Energy, to be mutually determined in a commercially reasonable manner by the Parties, which may be based on quotations from at least two (2) leading dealers, brokers or industry participants reasonably selected by the Parties. 6.2 Events of Default. A default shall occur with respect to a Party, as applicable if: (i) any representation or warranty made by a Party herein shall prove to have been false or misleading in any material respect when made or deemed to be repeated, (ii) failure by a Party to perform any covenant set forth in this Agreement which failure is not cured within fifteen (15) Business Days after written notice thereof to the defaulting party, (iii) a Party shall be subject to a Bankruptcy Proceeding, (iv) failure by Customer to make, when due, any payment required under this Agreement, which failure is not remedied within ten (10) Business Days after written notice of such failure is given, (v) failure by the Customer to provide Assurances pursuant to Article 5 of this Agreement, (vi) Customer enters into another agreement to purchase Energy from another supplier that covers the term of this Agreement, (vii) Customer terminates this Agreement early, or (viii) Customer sells, transfers, closes or otherwise abandons the Premises and any successor to the Premises does not agree to be bound by the terms of this Agreement. 6.3 Remedies. If Seller terminates this Agreement due to a breach by Customer as described in this Article 6, Seller may at its sole option, immediately discontinue supply of Energy to Customer or transfer Customer to any applicable supplier of last resort (as may be defined by the applicable local electricity deregulation regulations in effect). If Customer terminates this Agreement due to breach by Seller as described in this Article 6, Customer shall have the right to cease its selection of Seller as its alternative energy supplier (“AES”) under the Program and select another entity as its AES for the purchase of its electricity requirements upon written notice to Seller and in a manner consistent with the terms and conditions of the Program, RAST, and the applicable rules and regulations of the MPSC. These rights are in addition to any other rights allowed herein, including but not limited to the rights described in Sections 6.4 and 6.5. 6.4 Calculation of Seller’s Damages. If Seller terminates this Agreement pursuant to a default by Customer as described in Section 6.1, the Parties agree, that in addition to all amounts Customer owes Seller prior to the termination, Seller’s damages shall be the reasonable expenses incurred by Seller in terminating this Agreement. Seller shall use commercially reasonable efforts to mitigate damages. 6.5 Calculation of Customer’s Damages. If Customer terminates this Agreement pursuant to a default by Seller as described in Section 6.1, the Parties agree, that in addition to all amounts Seller owes Customer prior to the termination, Customer’s damages shall be the reasonable expenses incurred by Customer in terminating this Agreement. Customer shall use reasonable efforts to mitigate damages. 6.6 Payment Of Damages. Damages pursuant to Sections 6.4 and 6.5 shall be paid the later of thirty (30) days following termination or within ten (10) days of calculation of damages. ARTICLE 7: TAXES 7.1 Taxes. Customer shall pay every valid tax that is imposed upon Customer. 7.2 Payment of Taxes. Each Party shall pay for taxes that each such Party is required by law to pay. In the event Customer is exempt from some tax, Customer shall furnish the Seller or other appropriate party with the necessary written documents demonstrating a valid exemption from payment of such tax. ARTICLE 8: FORCE MAJEURE 8.1 Force Majeure. No failure or omission by either Party in the performance of any obligation under this Agreement (except failure or delay by Customer to pay any amount when due) shall be considered a breach of contract, nor create any liability for damages, if and to the extent such failure or omission shall arise from any cause or causes beyond the control of such Party (collectively, “Force Majeure”), including but not limited to the failure of the applicable distribution and transmission company to receive, deliver or otherwise perform, unless caused by a Party’s failure to perform. 8.2 Force Majeure Procedures. A Party claiming excuse due to Force Majeure shall call or e-mail the other Party as soon as practicably possible after the occurrence of the Force Majeure, and shall follow-up with written notice as soon as reasonably possible thereafter. In no event shall Seller be obligated to purchase for delivery and sale Energy from others in order to replace the Energy curtailed or cut off by reason of Force Majeure. 8.3 Limitations to Force Majeure. No Party shall be entitled to the benefit of the provisions of this Article 8, (i)to the extent the failure to perform was caused by the sole or contributory negligence of the Party claiming excuse; or (ii) to the extent the failure to perform was caused by the Party claiming excuse after failing to remedy the condition and to resume performance with reasonable dispatch. ARTICLE 9: LIMITATION OF REMEDIES, LIABILITY AND DAMAGES 9.1 Limitation of Liability. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND DAMAGES PROVIDED HEREIN SATISFY THE ESSENTIAL PURPOSES HEREOF. THE EXPRESS REMEDIES OR MEASURE OF DAMAGES HEREIN SHALL BE THE SOLE AND EXCLUSIVE REMEDY. UNLESS EXPRESSLY HEREIN PROVIDED, PARTIES LIABILITIES SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE (EXCEPT TO THE EXTENT THAT AN INDEMNIFYING PARTY PURSUANT TO THE PROVISIONS OF THIS AGREEMENT IS OBLIGATED TO INDEMNIFY AGAINST THIRD PARTY CLAIMS). THIS ARTICLE 9 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THE AGREEMENT AND ALL TRANSACTIONS. 9.2 No Duty or Liability to Non-Parties. Nothing in this Agreement shall be construed to create any duty, standard of care or liability to any person not a Party to this Agreement. ARTICLE 10: INDEMNITY To the extent permitted by law, Customer and Seller (the “Indemnifying Party” as the case may be) agree to indemnify, defend, and hold the other Party harmless (the “Indemnified Party” as the case may be) from and against any and all claims, demands, liabilities, losses, costs and expenses including reasonable attorneys’ fees, and causes of action asserted against each other by any person (including without limitation, the Parties and their employees, agents, contractors, and subcontractors, and employees of such contractors and subcontractors) for personal injury or death, loss or damage to property, or fines or penalties, to the extent arising out of the Indemnifying Party’s failure to perform any of its obligations hereunder. Indemnifying Party shall also indemnify the Indemnified Party from Indemnifying Party's sole negligence or willful misconduct, in the handling or use of the Energy, or that of Indemnifying Party's employees, agents, contractors, or subcontractors or in any way arising out of the violations of any federal, state, or local regulations by Indemnifying Party or its employees, agents, contractors or subcontractors. In the event that an Indemnifying Party is obligated to indemnify and hold the Indemnified Party harmless, the amount owing to the Indemnified Party shall be the amount of such Indemnified Party’s actual losses, net of any insurance or other recovery. ARTICLE 11: MISCELLANEOUS 11.1 Title and Risk of Loss. Title to the Energy shall pass from Seller to Customer at the Delivery Point. Seller shall have responsibility for and assume any liability with respect to the Energy prior to its delivery to Customer at the specified Delivery Point(s). Customer shall have responsibility for and assume any liability with respect to said Energy at and after its delivery to Customer at the Delivery Point(s). 11.2 Successors and Assigns; Assignment. If Customer transfers or conveys legal title of the Premises to another party, Customer shall use reasonable efforts to assign this Agreement to any assignee or successor to the Premises, and Seller shall not unreasonably object to such assignment. Otherwise, Customer may not assign this Agreement to another party without Seller’s consent, such consent not to be unreasonably withheld. Seller may not assign this Agreement to another party without Customer’s consent, such consent not to be unreasonably withheld. Any purported assignment without appropriate consents shall be null and void. Notwithstanding the foregoing, Seller may, without the need for consent from the Customer (and without relieving itself from liability hereunder), transfer or assign this Agreement to an affiliate , or to any person or entity succeeding to all or substantially all of the assets of such Party by way of merger, reorganization or otherwise; provided, however, that no such assignment shall in any way relieve assignor from liability for full performance under this Agreement and that any such assignee agrees to be bound by this Agreement; provided further that any permitted assignee has credit status which, in the non-assigning Party’s sole reasonable opinion, is at least as sound as that of the assignor. 11.3 Confidentiality. Seller and Customer agree to keep all terms and provisions of this Agreement confidential and not to disclose any terms to a third party without the express written consent of the other Party, provided however that each party make disclosures to its own agents, attorneys, auditors, accountants and shareholders as may be reasonably necessary. 11.4 Forward Contract. This Agreement and the transactions hereunder will constitute “forward contracts” within the meaning of the United States Bankruptcy Code. 11.5 Notices. All notices required in this Agreement shall be deemed to have been properly given when sent by email, delivered personally, or sent by certified or registered mail with all postage fully prepaid, addressed to the Parties at addresses set forth below. Notices sent by email shall be deemed to have been received upon the sending Party’s receipt of confirmation of successful transmission. If the day on which or time at which such email is received is not a Business Day or is after 5:00 p.m. (at the receiving Party’s place of business) on a Business Day, then such email shall be deemed to have been received on the next following Business Day. To Seller With a copy to Attn: General Counsel, at the same address To County of Oakland, for Oakland County Parks and Recreation: Attn Sa: Co rah ok-Maylen 2800 Wat k La ins Ro ke ad Wat , erford, 48 MI 328 Phone: 24 8-343-1353 Fax: 11.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 11.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter contemplated by the Parties. No statement or agreements, oral or written, made prior to or at the signing hereof, shall vary or modify the terms of this Agreement. 11.8 Severability. The provisions of this Agreement are severable, and if any portion of this Agreement is prohibited, deemed legally invalid or unenforceable, the remainder of this Agreement shall survive and remain in full force and effect. 11.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by email of the signature page hereof will be conclusive evidence of the execution by such Party of this Agreement. 11.10 No Third Party Beneficiaries. The provisions of this Agreement shall not impart rights enforceable by any person or entity not a Party or not a permitted successor or assignee of a Party bound to this Agreement. 11.11 Amendment. No amendment to or modification of any terms and conditions of this Agreement shall be effective or binding on either Party unless and until agreed to in writing and duly signed by both Parties. 11.12 Waiver. No waiver by either Party of any one or more defaults by the other in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature. The right of either Party to require strict performance by the other of any and/or all obligations imposed upon the other by this Agreement shall not in any way be affected by previous waivers, forbearance or course of dealing. 11.13 Duty of Good Faith. Both Parties shall have a duty of good faith and fair dealing with regard to this Agreement. 11.14 Authorization. Upon signing this Agreement, Customer authorizes Seller to become Customer’s retail electric provider for the duration of the Agreement. Customer authorizes Seller to act as agent for the sole purpose to effect any change to Seller, and Customer shall direct its current electric supplier to work with Seller to make this change happen. Customer and Seller shall provide any information, execute any documents and take any other reasonable actions necessary to make effectuate Seller as Customer’s supplier of Energy. 11.15 Conflicts with Local Deregulation or Retail Laws. Seller is providing Energy to Customer pursuant to the Electric Utility’s Program. As such, Seller and Customer shall comply with any Laws enacted by the Electric Utility, as applicable. Any RAST in effect shall supersede and control in the event of any express conflicts. 11.16 Headings. The headings used for the sections herein are for convenience and reference purposes only, and shall be ignored in construing this Agreement. 11.17 Transmission Settlements and Services. In the event there is an increase or decrease in the amount of Renewable Portfolio Standards (“RPS”) required under the Michigan Renewable Energy Laws, network integrated transmission services (“NITS”) costs, or charges included in the MISO Transmission Settlement incurred and paid by Seller during the term of this Agreement, the actual cost of such NITS, RPS, and/or MISO Transmission Settlement charges shall be trued-up by Seller on an annual basis to reflect the actual cost incurred by Seller and passed on to Customer. Accordingly, the Energy Charge may also be adjusted annually to reflect each of the passthrough charges noted in this Section 11.17. 11.18 Emergencies, Outages. In the event of any outages, downed wires, or other emergency situation, Customer should contact the Electric Utility at: Toll Free Number: 1-800-477-4747. IN WITNESS WHEREOF, the Parties hereto have caused the Agreement to be duly executed as of the Effective Date. SELLER: Name: Title: CUSTOMER: County of Oakland, for Oakland County Parks and Recreation Name: Title: One Energy Plaza, Jackson, MI 49201 Phone: (517) 788-0493 EXHIBIT A ADDITIONAL CONTRACT PROVISIONS Customer Name: County of Oakland, for Oakland County Parks and Recreation Parent Organization (if applicable): County of Oakland Service Address / Location of Premises*: See Exhibit B City: State: Zip Code: Current Electric Utility: DTE Electric Company Account Number(s) On Current Electric Utility Bill*: See Exhibit B Customer Name Exactly As Shown On Current Electric Utility Bill*: See Exhibit B Customer Meter #**: See Exhibit B *Note: Requested Information Can Be Found On Customer’s Monthly Electric Utility Bill. **If Customer requires multiple Accounts and Meter #s to be enrolled into the Program, refer to “Exhibit B” for required Location information and pricing details. Price The Energy Charge for all energy used during the Purchase Period = ______($/MWh, based on metered volumes) Seller agrees that the Energy Charge includes all energy and nonenergy electric supply costs required by MISO and under the Michigan Renewable Energy Laws in effect as of the Effective Date of this Agreement, including the following: Energy Capacity 75% Renewable Portfolio Standards Ancillary Service Charges (as authorized by MISO Tariff and regulated by FERC) Network Integrated Transmission Service costs Transmission and Distribution Line losses Congestion Any increase or decrease to the ancillary service charges (authorized by MISO) subsequent to the execution of this Agreement shall be directly passed through to the Customer by a corresponding increase or decrease in the Energy Charge stated above. In the event of a change in law under the Michigan Renewable Energy Laws following the Effective Date of this Agreement, the parties agree to work together and negotiate in good faith to determine the change in pricing of the Energy Charge to maintain the economics under this Agreement. The Energy Charge above does not include RASR charges (i.e. distribution service) or other charges the Electric Utility may impose that is separate from the Energy & Capacity Price. Seller takes sole responsibility of and will pay or reimburse Customer for any State Reliability Mechanism charged by the Electric Utility. Such RASR and other charges are MPSC approved and will continue to be billed by the Electric Utility. Information regarding the rates, terms and conditions of distribution services can be obtained by contacting your current Electric Utility. EXHIBIT B Only Commercial & Industrial Electric Service Accounts Will Be Accepted List Electric Service Accounts to be enrolled into the Electric Choice Program for County of Oakland, for Oakland County Parks and Recreation Line # Account # Meter # Customer/Company Name Service Address / Location (Street Address, City, State, Zip) 1 910000051862 8599739 Oakland County12400 ANDERSONVILLE SPRINGFIELD, MI 48350  2 910000051870 8599736 Oakland County12451 ANDERSONVILLE RD DAVISBURG, MI 48350‐3038  3 910000052621 7954620 Oakland County Parks & Recreation 1712 SCOTT LK RD WATERFORD, MI 48328  4 910012781472 5577446 Oakland County Parks & Recreation Waterford Oaks Rear 2800 WATKINS LAKE WATERFORD, MI 48328 5 910015361520 10194431 Oakland County Parks & Recreation 1690 SCOTT LK WATERFORD, MI 48328 6 910015367824 5512675 Oakland County Parks & Recreation 30300 OLD PLANK RD WIXOM, MI 48393 7 910016218430 5577273 Waterford Township Activities 1702 SCOTT LAKE WATERFORD, MI 48328 8 910040883019 2994102 Oakland County Parks & Recreation 2804 WATKINS LAKE RD WATERFORD, MI 48328 9 910040883118 7928685 Oakland County Parks & Recreation 9595 SASHABAW RD INDEPENDENCE, MI 48348  10 11 12 13 14 15 RETAIL ELECTRIC SALES AGREEMENT This RETAIL SALES AGREEMENT (together with Exhibit A and Exhibit B, the “Agreement”), dated as of August 1, 2022 (the “Effective Date”), is by and between Seller and the party set forth on the Exhibit A attached hereto (“Customer”). Seller and Customer can be individually referred to as a “Party” or collectively as “Parties.” WHEREAS, the Parties wish to sell and purchase certain Energy (as hereinafter defined) through transactions that they will enter into with each other as Customer and Seller; WHEREAS, the Parties acknowledge that this Agreement is subject to the terms and conditions of The DTE Electric Choice Program (“Program”) and its Retail Access Service Rider (“RASR”) as approved by the Michigan Public Service Commission (“MPSC”) and the applicable rules and regulations of the MPSC.2 NOW, THEREFORE, in consideration of the mutual covenant contained herein, the Parties agree as follows: ARTICLE 1: DEFINITIONS In addition to the other terms defined herein, the following terms shall have the meanings set forth below: “Bankruptcy Proceeding” means with respect to a Party or entity, such Party or entity (i) makes an assignment or any general arrangement for the benefit of creditors, (ii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, (iii) has such petition filed against it and such proceeding remains un-dismissed for 30 days, (iv) otherwise becomes bankrupt or insolvent (however evidenced), or (v) is unable to pay its debts as they fall due. “Business Day” means a day on which Federal Reserve member banks in New York City are open for business. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for each Party’s principal place of business. “Contract Quantity” means the projected amount of Energy that Customer will utilize based on available information at the time this Agreement is executed. Seller agrees to sell to Customer, and Customer agrees to purchase from Seller, 100% of its energy needs, pursuant to the Agreement. “Capacity” means the generation resources utilized by Seller to comply with the Resource Adequacy Requirement, the Customer’s Capacity PLC, and the SRM. All Capacity shall be sourced from a capacity resource located within MISO Local Resource Zone 7. “Customer Capacity PLC” means the Customer peak load contribution as assigned by MISO and calculated by the Electric Utility. “Delivery Point” means the point(s) of interconnection (DTE Load Zone) between the Electric Utility and Customer’s end use meter where Seller will arrange for delivery of supply to the Customer at or near the Premises. “Electric Utility” means DTE Electric Company, a Michigan corporation regulated by the MPSC. “Energy” means electricity or other product described in the Agreement. 2 Customer can learn more about the Program, RASR and the MPSC at the following web address: https://www.michigan.gov/mpsc/0,9535,7-395-93308_93325_93423_93501_93509---,00.html. “Energy Charge” means the price in $U.S. to be paid by Customer to Seller for the purchase of Energy or any other payment to be made by Customer to Seller in connection with the Agreement as set forth on Exhibit A attached hereto. “Interest Rate” means, for any date, two percent over the per annum rate of interest equal to the prime lending rate as may from time to time be published in the Wall Street Journal under “Money Rates” provided, however, that the Interest Rate shall never exceed the maximum lawful rate. “Law” means any applicable law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination. “Legal Proceedings” means any suits, arbitrations, proceedings, judgments, rulings or orders by or before any tribunal, court or any governmental authority. “Michigan Renewable Energy Laws” means the Michigan Compiled Laws § 460.1011 et seq., and any regulations promulgated with respect thereto. “MISO” means the Midcontinent Independent System Operator, Inc. “MISO Tariff” means MISO’s Open Access Transmission, Energy and Operating Reserve Markets Tariff on file with the FERC, as may be amended from time to time. “MISO Transmission Settlement” means MISO’s Transmission Settlements Business Practice Manual BPM-012. “Premises” means the facilities owned or operated by Customer that consumes the delivered Energy, generally located at or near the Delivery Point(s). “Program” means The DTE Electric Choice Program as approved by the MPSC. “RAST” means the Electric Utility’s Retail Access Service Rider as approved by the MPSC. “SRM” means the Electric Utility’s state reliability mechanism as approved by the MPSC. ARTICLE 2: REPRESENTATIONS AND WARRANTIES 2.1 Representations And Warranties. Each Party represents and warrants to the other Party that (i) it is duly organized, validly existing, in good standing and qualified to conduct and carry out its business; (ii) all regulatory authorizations necessary to legally perform obligations under this Agreement are met; (iii) it has the power and authority to enter into, perform its obligations under this Agreement; (iv) the execution, delivery and performance of this Agreement have been duly authorized and does not violate any law or regulation, (v) this Agreement is a legally valid and binding obligation enforceable against it in accordance with its terms, (vi) there are no Bankruptcy Proceedings pending or being contemplated by it or to its knowledge, threatened against it; (vii) there are no Legal Proceedings that materially adversely affect its ability to perform this Agreement. ARTICLE 3: OBLIGATIONS AND DELIVERIES 3.1 Seller’s and Customer’s Obligations. Seller shall sell and Customer shall purchase the Contract Quantity of Energy as described in this Agreement. Customer shall pay Seller the Energy & Capacity Price (as described in the Additional Exhibit A) as well as any other charges specified in the Energy Charge set forth on Exhibit A. Notwithstanding, the Parties acknowledge and agree that Seller is not a "utility" within the meaning of Section 366 of the Bankruptcy Code (11 U.S.C. 366) and that upon filing of a bankruptcy petition by or against Customer, Seller shall only have an obligation to continue selling to Customer if required by other provisions of this Agreement, and only if Seller receives satisfactory assurance of Customer's creditworthiness and ability to perform as otherwise provided in this Agreement. 3.2 Warranty. Seller warrants that (i) it has title to all Energy sold and delivered by it to Customer, free and clear of all taxes, liens, claims, security interests, encumbrances and other defects of title and (ii) it has the right to sell such Energy. SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO MODELS OR SAMPLES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. This Section 3.2 shall survive expiration or termination of this Agreement. 3.3 Contract Quantity. Unless otherwise stated in Exhibit A, Seller shall supply all of Customer’s Energy requirements or usage at the Premises. 3.4 Deliveries. Seller shall deliver the Energy to Customer at the Delivery Point. Title to all supply delivered by Seller hereunder shall pass from Seller to the Customer at the Delivery Point (or as referred to in Exhibit A). 3.5 Term. (i)Following acceptance and successful enrollment, Customer agrees to purchase its full electricity requirements from Seller for the period (a) beginning on the Customer’s last scheduled meter read date during the planning year immediately preceding the Commencement Date on or around [June 1, 2026 (the “Commencement Date”) in the Program through (b) the Customer’s next scheduled meter read date immediately following the [ Ten (10) ] year anniversary3 of the Commencement Date (such period from clause (a) to clause (b) is the “Purchase Period”). The RAST defines the terms and conditions that constitute acceptance and successful enrollment into the Program. Customer acknowledges that for any service location (identified in Exhibit A or on Exhibit B) not accepted and/or successfully enrolled within forty-five (45) days of the date of this Agreement, Seller reserves the right to revise or rescind this offer. If, as a result of ERM’s sole negligence, the enrollment with the Electric Utility is not successful, Seller will reimburse the Customer for any positive difference between the Electric Charge in this Agreement and the actual cost incurred by the Customer for the replacement electric supply for the time between the planned Commencement Date and the actual Commencement Date. (ii)At the expiration of the Purchase Period, this Agreement shall automatically terminate, and if no other alternative energy supplier has been selected, then the Customer shall be returned to tariff service provided by the Electric Utility in accordance with the RASR. Customer agrees to provide Seller with at least 180 days prior written notice of its intent to be returned to tariff service provided by the Electric Utility or to select an alternative energy supplier, as the case may be. 3.6 Metering. Metering or any other measurement equipment shall be as described in Exhibit A, and if not fully described in Exhibit A, metering or measurement equipment shall be installed, maintained, serviced, tested and measured by the applicable local distribution or Electric Utility, or its successor, in accordance with its tariff. Unless otherwise stated in Exhibit A, Seller is not responsible for any costs of metering or measurement equipment, or the installation, maintenance, service, testing or measurement thereof. Seller is not responsible or liable to Customer for failure to delivery Energy if any required metering or measurement equipment is not in place. 3.7 Changed Energy Needs. (i) If during the term of this Agreement, Customer’s monthly electricity usage increases or decreases over 25% for six consecutive months due to expansion or contraction of the Premises, Customer and Seller shall negotiate in good faith to determine the pricing for such added or reduced quantities of Energy requirements. (ii)If the Customer closes, abandons or demolishes the Premises and the Premises’ meter is taken out of service, the Customer shall have no further obligation under this Agreement for the Premises as identified in Exhibit B; provided, however, the Customer has provided Seller with at least 60 days prior written notice. 3 Term to be a minimum of ten years. In the event Customer’s sells the Premises, the Customer will negotiate in good faith to have the Premises as identified in Exhibit B transferred to such buyer as further described in Section 11.2. ARTICLE 4: BILLING AND PAYMENT 4.1 Invoices. Customer will receive one bill from the Electric Utility, which will include all associated charges identified in the Price section set forth on Exhibit A. If Energy Charge on the bill received from the Electric Utility does not match the Energy Charge in this Agreement, Customer shall have the right to dispute such charge and request a reasonably detailed explanation of the difference between Energy Charge on Electric Utility bill and the Energy Charge in the Agreement. Seller will provide a response to the Customer within a commercially reasonable amount of time with an explanation of the difference between Energy Charge on Electric Utility bill and the Energy Charge in the Agreement. Customer agrees to pay all non-disputed amounts owed to Seller when due by remitting payment to the Electric Utility, which in turn will remit associated payment to Seller. If the Electric Utility fails to perform its billing responsibilities, Seller reserves the right to bill the Customer directly its monthly Energy Charges for service rendered. Upon 60 days following nonpayment when due of any non-disputed amounts owed, Seller shall have the right to terminate this Agreement without fault or liability, and the Customer shall be responsible for timely notifying the Electric Utility that is desires to be returned to Full Service in accordance with the RASR. 4.2 Failure to Pay. In the event Customer fails to pay the full amount payable by Customer when due and absent a legitimate dispute as to whether such amount is due, interest on the unpaid portion shall be charged from the date due until the date of payment at a rate equal to the lower of (i) the Interest Rate, or (ii) the maximum applicable lawful interest rate. 4.3 Invoice Errors and Disputes. If an error is discovered in any invoice, the error shall be rectified within ten (10)business days after notice of the discovery of the error. If a dispute arises as to the amount payable in any invoice, Customer shall pay when due the amount not in dispute and the disputing Party shall provide the other Party written notice including a detailed description of the specific basis of the dispute. The Parties shall first attempt to resolve the dispute through the representatives of the Parties with authority to settle disputes on an informal basis. Prior to the conclusion of such informal attempts to resolve the dispute, or ten (10) business days, whichever is shorter, neither Party shall seek resolution through the Electric Utility, or the MPSC. During this reconciliation, no late charges will accrue. ARTICLE 5: FINANCIAL RESPONSIBILITY 5.1 Initial Assurance of Performance. Prior to the start of any supply of Energy by Seller, Seller has the option to require Customer to provide assurances of performance in a form satisfactory to Customer in order to secure Customer’s performance. Assurances may, at the option of Customer, include prepayment, letter of credit, or guaranty from a party determined by Seller in its sole discretion to be creditworthy (“Assurances”). Customer may be required to provide new or additional Assurances in the future. If Seller does not initially require Assurances, that shall not prevent Seller in any way of requiring Assurances at a later date. 5.2 Other Assurances of Performance. If during the term of this Agreement, Seller (i) in its sole good faith opinion, determines that there has been a material adverse change in Customer’s credit status or financial condition (for example, but not limited to, a credit/bond rating lower than “BBB-”), or Customer becomes more than ten (10) days in arrears in paying its bills hereunder, then Seller may demand in writing Assurances from Customer. Furthermore, if during the term of this Agreement, the calculated damages payable under Section 6.4 below exceed five percent of the total revenue Seller is to obtain under this Agreement (the “Threshold Amount”), Seller may demand Assurances for the amount that such calculated damages exceed the Threshold Amount. Any Assurances received by Seller shall be returned once the calculated damages in Section 6.4 is less than the Threshold Amount. 5.3 Remedy for Failure to Provide Assurances. Should Seller not receive satisfactory Assurances within ten (10) days of a written request sent to Customer, Seller shall have the right to immediately suspend performance without further notice. ARTICLE 6: DEFAULTS AND REMEDIES 6.1 Damages for Failure to Deliver or Receive. Each Party shall be liable for those damages or losses directly arising from its breach of any delivery or receipt obligation. The remedy for breach shall be Customer’s actual loss on the commercially reasonable purchase of replacement Energy made in good faith, or Seller’s actual loss on the commercially reasonable resale of Energy made in good faith; provided, however, if no such replacement or resale is made, then a market price most applicable to the Energy, to be mutually determined in a commercially reasonable manner by the Parties, which may be based on quotations from at least two (2) leading dealers, brokers or industry participants reasonably selected by the Parties. 6.2 Events of Default. A default shall occur with respect to a Party, as applicable if: (i) any representation or warranty made by a Party herein shall prove to have been false or misleading in any material respect when made or deemed to be repeated, (ii) failure by a Party to perform any covenant set forth in this Agreement which failure is not cured within fifteen (15) Business Days after written notice thereof to the defaulting party, (iii) a Party shall be subject to a Bankruptcy Proceeding, (iv) failure by Customer to make, when due, any payment required under this Agreement, which failure is not remedied within ten (10) Business Days after written notice of such failure is given, (v) failure by the Customer to provide Assurances pursuant to Article 5 of this Agreement, (vi) Customer enters into another agreement to purchase Energy from another supplier that covers the term of this Agreement, (vii) Customer terminates this Agreement early, or (viii) Customer sells, transfers, closes or otherwise abandons the Premises and any successor to the Premises does not agree to be bound by the terms of this Agreement. 6.3 Remedies. If Seller terminates this Agreement due to a breach by Customer as described in this Article 6, Seller may at its sole option, immediately discontinue supply of Energy to Customer or transfer Customer to any applicable supplier of last resort (as may be defined by the applicable local electricity deregulation regulations in effect). If Customer terminates this Agreement due to breach by Seller as described in this Article 6, Customer shall have the right to cease its selection of Seller as its alternative energy supplier (“AES”) under the Program and select another entity as its AES for the purchase of its electricity requirements upon written notice to Seller and in a manner consistent with the terms and conditions of the Program, RAST, and the applicable rules and regulations of the MPSC. These rights are in addition to any other rights allowed herein, including but not limited to the rights described in Sections 6.4 and 6.5. 6.4 Calculation of Seller’s Damages. If Seller terminates this Agreement pursuant to a default by Customer as described in Section 6.1, the Parties agree, that in addition to all amounts Customer owes Seller prior to the termination, Seller’s damages shall be the reasonable expenses incurred by Seller in terminating this Agreement. Seller shall use commercially reasonable efforts to mitigate damages. 6.5 Calculation of Customer’s Damages. If Customer terminates this Agreement pursuant to a default by Seller as described in Section 6.1, the Parties agree, that in addition to all amounts Seller owes Customer prior to the termination, Customer’s damages shall be the reasonable expenses incurred by Customer in terminating this Agreement. Customer shall use reasonable efforts to mitigate damages. 6.6 Payment Of Damages. Damages pursuant to Sections 6.4 and 6.5 shall be paid the later of thirty (30) days following termination or within ten (10) days of calculation of damages. ARTICLE 7: TAXES 7.1 Taxes. Customer shall pay every valid tax that is imposed upon Customer. 7.2 Payment of Taxes. Each Party shall pay for taxes that each such Party is required by law to pay. In the event Customer is exempt from some tax, Customer shall furnish the Seller or other appropriate party with the necessary written documents demonstrating a valid exemption from payment of such tax. ARTICLE 8: FORCE MAJEURE 8.1 Force Majeure. No failure or omission by either Party in the performance of any obligation under this Agreement (except failure or delay by Customer to pay any amount when due) shall be considered a breach of contract, nor create any liability for damages, if and to the extent such failure or omission shall arise from any cause or causes beyond the control of such Party (collectively, “Force Majeure”), including but not limited to the failure of the applicable distribution and transmission company to receive, deliver or otherwise perform, unless caused by a Party’s failure to perform. 8.2 Force Majeure Procedures. A Party claiming excuse due to Force Majeure shall call or e-mail the other Party as soon as practicably possible after the occurrence of the Force Majeure, and shall follow-up with written notice as soon as reasonably possible thereafter. In no event shall Seller be obligated to purchase for delivery and sale Energy from others in order to replace the Energy curtailed or cut off by reason of Force Majeure. 8.3 Limitations to Force Majeure. No Party shall be entitled to the benefit of the provisions of this Article 8, (i)to the extent the failure to perform was caused by the sole or contributory negligence of the Party claiming excuse; or (ii) to the extent the failure to perform was caused by the Party claiming excuse after failing to remedy the condition and to resume performance with reasonable dispatch. ARTICLE 9: LIMITATION OF REMEDIES, LIABILITY AND DAMAGES 9.1 Limitation of Liability. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND DAMAGES PROVIDED HEREIN SATISFY THE ESSENTIAL PURPOSES HEREOF. THE EXPRESS REMEDIES OR MEASURE OF DAMAGES HEREIN SHALL BE THE SOLE AND EXCLUSIVE REMEDY. UNLESS EXPRESSLY HEREIN PROVIDED, PARTIES LIABILITIES SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE (EXCEPT TO THE EXTENT THAT AN INDEMNIFYING PARTY PURSUANT TO THE PROVISIONS OF THIS AGREEMENT IS OBLIGATED TO INDEMNIFY AGAINST THIRD PARTY CLAIMS). THIS ARTICLE 9 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THE AGREEMENT AND ALL TRANSACTIONS. 9.2 No Duty or Liability to Non-Parties. Nothing in this Agreement shall be construed to create any duty, standard of care or liability to any person not a Party to this Agreement. ARTICLE 10: INDEMNITY To the extent permitted by law, Customer and Seller (the “Indemnifying Party” as the case may be) agree to indemnify, defend, and hold the other Party harmless (the “Indemnified Party” as the case may be) from and against any and all claims, demands, liabilities, losses, costs and expenses including reasonable attorneys’ fees, and causes of action asserted against each other by any person (including without limitation, the Parties and their employees, agents, contractors, and subcontractors, and employees of such contractors and subcontractors) for personal injury or death, loss or damage to property, or fines or penalties, to the extent arising out of the Indemnifying Party’s failure to perform any of its obligations hereunder. Indemnifying Party shall also indemnify the Indemnified Party from Indemnifying Party's sole negligence or willful misconduct, in the handling or use of the Energy, or that of Indemnifying Party's employees, agents, contractors, or subcontractors or in any way arising out of the violations of any federal, state, or local regulations by Indemnifying Party or its employees, agents, contractors or subcontractors. In the event that an Indemnifying Party is obligated to indemnify and hold the Indemnified Party harmless, the amount owing to the Indemnified Party shall be the amount of such Indemnified Party’s actual losses, net of any insurance or other recovery. ARTICLE 11: MISCELLANEOUS 11.1 Title and Risk of Loss. Title to the Energy shall pass from Seller to Customer at the Delivery Point. Seller shall have responsibility for and assume any liability with respect to the Energy prior to its delivery to Customer at the specified Delivery Point(s). Customer shall have responsibility for and assume any liability with respect to said Energy at and after its delivery to Customer at the Delivery Point(s). 11.2 Successors and Assigns; Assignment. If Customer transfers or conveys legal title of the Premises to another party, Customer shall use reasonable efforts to assign this Agreement to any assignee or successor to the Premises, and Seller shall not unreasonably object to such assignment. Otherwise, Customer may not assign this Agreement to another party without Seller’s consent, such consent not to be unreasonably withheld. Seller may not assign this Agreement to another party without Customer’s consent, such consent not to be unreasonably withheld. Any purported assignment without appropriate consents shall be null and void. Notwithstanding the foregoing, ERM may, without the need for consent from the Customer (and without relieving itself from liability hereunder), transfer or assign this Agreement to an affiliate , or to any person or entity succeeding to all or substantially all of the assets of such Party by way of merger, reorganization or otherwise; provided, however, that no such assignment shall in any way relieve assignor from liability for full performance under this Agreement and that any such assignee agrees to be bound by this Agreement; provided further that any permitted assignee has credit status which, in the non-assigning Party’s sole reasonable opinion, is at least as sound as that of the assignor. 11.3 Confidentiality. Seller and Customer agree to keep all terms and provisions of this Agreement confidential and not to disclose any terms to a third party without the express written consent of the other Party, provided however that each party make disclosures to its own agents, attorneys, auditors, accountants and shareholders as may be reasonably necessary. 11.4 Forward Contract. This Agreement and the transactions hereunder will constitute “forward contracts” within the meaning of the United States Bankruptcy Code. 11.5 Notices. All notices required in this Agreement shall be deemed to have been properly given when sent by email, delivered personally, or sent by certified or registered mail with all postage fully prepaid, addressed to the Parties at addresses set forth below. Notices sent by email shall be deemed to have been received upon the sending Party’s receipt of confirmation of successful transmission. If the day on which or time at which such email is received is not a Business Day or is after 5:00 p.m. (at the receiving Party’s place of business) on a Business Day, then such email shall be deemed to have been received on the next following Business Day. To Seller With a copy to Attn: General Counsel, at the same address To County of Oakland, for the Water Resources Commission: Attn: Brian Bennett, P.E. One Public Wo D rks riv Wa e, terfor MI d, 48 328 Phone: 24 8-858-0958 Fax: 11.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 11.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter contemplated by the Parties. No statement or agreements, oral or written, made prior to or at the signing hereof, shall vary or modify the terms of this Agreement. 11.8 Severability. The provisions of this Agreement are severable, and if any portion of this Agreement is prohibited, deemed legally invalid or unenforceable, the remainder of this Agreement shall survive and remain in full force and effect. 11.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by email of the signature page hereof will be conclusive evidence of the execution by such Party of this Agreement. 11.10 No Third Party Beneficiaries. The provisions of this Agreement shall not impart rights enforceable by any person or entity not a Party or not a permitted successor or assignee of a Party bound to this Agreement. 11.11 Amendment. No amendment to or modification of any terms and conditions of this Agreement shall be effective or binding on either Party unless and until agreed to in writing and duly signed by both Parties. 11.12 Waiver. No waiver by either Party of any one or more defaults by the other in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature. The right of either Party to require strict performance by the other of any and/or all obligations imposed upon the other by this Agreement shall not in any way be affected by previous waivers, forbearance or course of dealing. 11.13 Duty of Good Faith. Both Parties shall have a duty of good faith and fair dealing with regard to this Agreement. 11.14 Authorization. Upon signing this Agreement, Customer authorizes Seller to become Customer’s retail electric provider for the duration of the Agreement. Customer authorizes Seller to act as agent for the sole purpose to effect any change to Seller, and Customer shall direct its current electric supplier to work with Seller to make this change happen. Customer and Seller shall provide any information, execute any documents and take any other reasonable actions necessary to make effectuate Seller as Customer’s supplier of Energy. 11.15 Conflicts with Local Deregulation or Retail Laws. Seller is providing Energy to Customer pursuant to the Electric Utility’s Program. As such, Seller and Customer shall comply with any Laws enacted by the Electric Utility, as applicable. Any RAST in effect shall supersede and control in the event of any express conflicts. 11.16 Headings. The headings used for the sections herein are for convenience and reference purposes only, and shall be ignored in construing this Agreement. 11.17 Transmission Settlements and Services. In the event there is an increase or decrease in the amount of Renewable Portfolio Standards (“RPS”) required under the Michigan Renewable Energy Laws, network integrated transmission services (“NITS”) costs, or charges included in the MISO Transmission Settlement incurred and paid by Seller during the term of this Agreement, the actual cost of such NITS, RPS, and/or MISO Transmission Settlement charges shall be trued-up by Seller on an annual basis to reflect the actual cost incurred by Seller and passed on to Customer. Accordingly, the Energy Charge may also be adjusted annually to reflect each of the passthrough charges noted in this Section 11.17. 11.18 Emergencies, Outages. In the event of any outages, downed wires, or other emergency situation, Customer should contact the Electric Utility at: Toll Free Number: 1-800-477-4747. IN WITNESS WHEREOF, the Parties hereto have caused the Agreement to be duly executed as of the Effective Date. SELLER: Name: Title: CUSTOMER: County of Oakland, for the Water Resources Commission Name: Title: One Energy Plaza, Jackson, MI 49201 Phone: (517) 788-0493 EXHIBIT A ADDITIONAL CONTRACT PROVISIONS Customer Name: County of Oakland, for the Water Resources Commission Parent Organization (if applicable): County of Oakland Service Address / Location of Premises*: See Exhibit B City: State: Zip Code: Current Electric Utility: DTE Electric Company Account Number(s) On Current Electric Utility Bill*: See Exhibit B Customer Name Exactly As Shown On Current Electric Utility Bill*: See Exhibit B Customer Meter #**: See Exhibit B *Note: Requested Information Can Be Found On Customer’s Monthly Electric Utility Bill. **If Customer requires multiple Accounts and Meter #s to be enrolled into the Program, refer to “Exhibit B” for required Location information and pricing details. Price The Energy Charge for all energy used during the Purchase Period = ______ ($/MWh, based on metered volumes) Seller agrees that the Energy Charge includes all energy and nonenergy electric supply costs required by MISO and under the Michigan Renewable Energy Laws in effect as of the Effective Date of this Agreement, including the following: Energy Capacity 75% Renewable Portfolio Standards Ancillary Service Charges (as authorized by MISO Tariff and regulated by FERC) Network Integrated Transmission Service costs Transmission and Distribution Line losses Congestion Any increase or decrease to the ancillary service charges (authorized by MISO) subsequent to the execution of this Agreement shall be directly passed through to the Customer by a corresponding increase or decrease in the Energy Charge stated above. In the event of a change in law under the Michigan Renewable Energy Laws following the Effective Date of this Agreement, the parties agree to work together and negotiate in good faith to determine the change in pricing of the Energy Charge to maintain the economics under this Agreement. The Energy Charge above does not include RASR charges (i.e. distribution service) or other charges the Electric Utility may impose that is separate from the Energy & Capacity Price. ERM takes sole responsibility of and will pay or reimburse Customer for any State Reliability Mechanism charged by the Electric Utility. Such RASR and other charges are MPSC approved and will continue to be billed by the Electric Utility. Information regarding the rates, terms and conditions of distribution services can be obtained by contacting your current Electric Utility. EXHIBIT B Only Commercial & Industrial Electric Service Accounts Will Be Accepted List Electric Service Accounts to be enrolled into the Electric Choice Program for County of Oakland, for the Water Resources Commission Line # Account # Meter # Customer/Company Name Service Address / Location (Street Address, City, State, Zip) 1 910000050773 10063102 Oakland County Socrra TS Public WRKS Novi Sewage  46351 WEST RD NOVI, MI 48377 2 910000051011 10098100 Oakland County Drain Commission  22410 W 8 MILE RD SOUTHFIELD, MI 48034  3 910000051359 2789635 Oakland County WRC Accounting 3FL  165 OAKBRIDGE DR ROCHESTER, MI 48306  4 910000051383 8632499 Oakland County WRC Accounting 3FL  225 LONESOME OAK DR ROCHESTER, MI 48306  5 910000051706 2992515 Oakland County WRC Accounting 3rd Floor Dept 41W  2935 HADDEN RD ROCHESTER, MI 48306  6 910000051748 7217355 Oakland County Drain Commission  4102 HARVEY LK RD HIGHLAND TWP, MI 48356  7 910000051805 7394031 Oakland County WRC Accounting 3FL  9096 BAVARIAN WAY CLARKSTON, MI 48348  8 910000051896 7394639 Oakland County WRC Accounting 3FL  20450 DEQUINDRE DETROIT, MI 48234  9 910000052019 8756773 Oakland County Drain Commission  28490 W 13 MILE RD FARMINGTON, MI 48334  10 910000052050 1997450 Oakland County WRC Accounting 3FL  32650 W 12 MILE RD FARMINGTON, MI 48334  11 910000052639 1999421 Oakland County Water & Sewer Accounting  2090 E OAKLEY PRK RD WALLED LAKE, MI 48390  12 910000052951 8760876 Oakland County  3401 KERN RD OAKLAND, MI 48363  13 910000053009 1997094 Oakland County WRC Accounting 3FL  30940 DECKER RD NOVI, MI 48377  14 910000053090 10069358 Oakland County WRC Accounting 3FL  1466 S COMMERCE RD WALLED LAKE, MI 48390‐2401  15 910000053108 1997040 Oakland County WRC Accounting 3FL Dept 41W 1950 DECKER RD  WALLED LAKE, MI 48390 16 910000056085 9536931 Oakland County Drain Commission  7498 INKSTER RD W BLOOMFIELD, MI 48322   17 910000057323 10099067 Oakland County WRC Accounting 3FL   649 WELCH RD WALLED LAKE, MI 48390‐3813   18 910000072561 8757302 Oakland County Drain Commission  4639 S COMMERCE RD COMMERCE TWP, MI 48382‐4125   19 910000072579 1999758 Oakland County Water & Sewer Accounting  701 PERTHSHIRE CT HIGHLAND, MI 48357‐4742   20 910000074195 10099121 Oakland County George W. Kuhn Drainage Dist.  1400 AJAX DR MADISON HEIGHTS, MI 48071   21 910012410536 5512757 Oakland County Accts Pay Water & Sewer Bldg 41 W  1305 QUEENS DR BLDG HSE OXFORD, MI 48371   22 910012410700 10086322 Oakland County WRC Accounting 3FL  100 DUNLAP RD OXFORD, MI 48371   23 910012701082 7394765 Oakland County Drain Commissioneer‐Per: Paula #41W  2475 ELKRIDGE CIR HIGHLAND, MI 48356   24 910012716221 4940396 Oakland County Per: Paula #41W  4646 GALLAGHER RD ROCHESTER, MI 48306   25 910012716346 7867185 Oakland County Per: Paula #41W  8771 COOLEY LAKE RD WHITE LAKE, MI 48382   26 910012716775 7086030 Oakland County Per: Paula #41W  4860 OLD ORCHARD TRL ORCHARD, LAKE MI 48324   27 910012718268 2775330 Oakland County Per: Paula #41W  29142 STEPHENSON HWY MADISON HEIGHTS, MI 48071   28 910012719043 8126558 Oakland County Per: Paula #41W  4860 PONTIAC LAKE RD WATERFORD, MI 48328   29 910012719290 7868818 Oakland County Per: Paula #41W  4809 PINNACLE BLVD ROCHESTER, MI 48306   30 910012719514 8780341 Oakland County Per: Paula #41W  411 TIMBER RIDGE DR HIGHLAND, MI 48356   31 910012732145 7867696 Oakland County Per: Paula #41W  601 WATERSTONE DR S OXFORD, MI 48371   32 910012733739 4941368 Oakland County Per: Paula #41W  3151 COLLINS WELL OAKLAND, MI 48363   33 910012733853 4941369 Oakland County Per: Paula #41W  313 E PREDMORE RD OAKLAND, MI 48363   34 910013178587 4940520 Oakland County Accts Pay Water & Sewer Bldg 41 W  22430 W 8 MILE RD SOUTHFIELD, MI 48034   35 910013193446 2771650 Oakland County Accts Pay Water & Sewer Bldg 41 W  4984 N ROCHESTER RD ROCHESTER HILLS, MI 48306   36 910013193693 8299127 Oakland County Accts Pay Water & Sewer Bldg 41 W  830 SCOTT DR HIGHLAND, MI 48356   37 910013226287 7867285 Oakland County DPW  8250 VANDELL COMMERCE, MI 48382   38 910013226543 4937945 Oakland County DPW 23401 GLENCREEK FARMINGTON HILLS, MI 48336  39 910015085137 5513378 Oakland County Drain Comm 8210 GOLF LANE COMMERCE, MI 48382  40 910015361652 5571010 Oakland County WRC Accounting Dept 3  3650 SILVERBELL RD ROCHESTER, MI 48306   41 910015367394 2773351 Oakland County Drain ACACIA Park Drain 31835 EVERGREEN BEVERLY HILLS, MI 48025  42 910015367683 4940866 Oakland County 3rd FLR‐WRC Fiscal Services  470 TWIN LAKES DR OAKLAND, MI 48363   43 910018278267 5513523 Oakland County WRC Fiscal Services Accounting Dept 3  131 E MARKET ST OXFORD, MI 48371   44 910023590391 4937854 Oakland County Drain Commission Dept 41W  2203 WIXOM RD COMMERCE TWP, MI 48382  45 910025697962 7078089 Oakland County Water Resources Accounting Dept 3  39652 W 13 MILE RD NOVI, MI 48377