HomeMy WebLinkAboutRes 19-12 06/05/2012 Agreement for Master Power Supply for VOMP's Electric Aggregation ProgramRESOLUTION NO. 19 -12
A RESOLUTION AUTHORIZING EXECUTION OF AN
AGREEMENT FOR MASTER POWER SUPPLY FOR
ELECTRICITY SUPPLY AND RELATED SERVICES
FOR THE VILLAGE OF MOUNT PROSPECT'S
ELECTRIC AGGREGATION PROGRAM
WHEREAS, the Village of Mount Prospect has established an Electricity Aggregation Program
pursuant to Ordinance No. 6010, "Aggregation of Electrical Load and Electric Aggregation Plan of
Operation and Governance;" and
WHEREAS, Northern Illinois Municipal Electric Collaborative (NIMEC) conducted a Request for
Qualifications and Joint Power Supply bid process to determine the electric Supplier for the Village
of Mount Prospect; and
WHEREAS, The Master Power Supply Agreement provides for the Supplier to provide the Full -
Requirements Electricity Supply Services and the Program Implementation Services to all Eligible
Customers throughout the Term of this Agreement at the Price established in this Agreement; a
copy of which is attached to and made a part of this Resolution as attachment "A;" and
WHEREAS, the Village President and Board of Trustees hereby find that it is in the best interest of
the Village to enter into the Master Power Supply Agreement which provides for the electricity
supply and related services for the Village's Electric Aggregation Program.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS:
SECTION ONE: That the Village President and Village Clerk are hereby authorized and directed to
execute the Agreement between the Village of Mount Prospect and the Supplier for Electricity
Supply and Related Services for the Village's Electric Aggregation Program; attached as Exhibit
" „
SECTION TWO: That this Resolution shall be in full force and effect from and after its passage
and approval in the manner provided by law.
AYES: Hoefert, Juracek, Korn, Matuszak, Polit, Zadel
NAYS: None
ABSENT: None
PASSED and APPROVED this 5 day of June, 2012.
�,
Irvana K. Wilks
Mayor
M. L s Angell
Village Clerk
H: \CLKO \WI N\ RESOLUTIONW uthorizeelectricaggregationmastersupplyjune2012doc
MASTER POWER SUPPLY AGREEMENT
AGREEMENT BY AND BETWEEN THE VII -LAGE OF MOUNT PROSPECT AND
FIRSTENERGY SOLUTIONS CORP.
TO PROVIDE FULL-REQUIREMENTS ELECTRICITY SUPPLY AND RELATED SERVICES
FOR THE VTLAGE'S /CITY'S ELECTRIC AGGREGATION PROGRAM
This Agreement ( "Agreement"), is entered into as of this day of June, 2012 ("Effective Date ")
between the Village of Mount Prospect, an Illinois home rule municipal corporation ( "Village ") and
FirstEnergy Solutions Corp. ( "Supplier ") (each a "Party" and collectively, the "Parties").
RECITALS
A. The Village has established an Electricity Aggregation Program ( "Program ") pursuant to
the Aggregation Ordinance and the Aggregation Statute, and will conduct the Program as an opt -out
program pursuant to the Aggregation Ordinance and the Aggregation Statute.
B. In order to identify qualified suppliers of electricity for the Program, the Northern Illinois
Municipal Electric Collaborative ( "NIMEC ") conducted a Request for Qualifications and Power
Supply Bid process.
C. The Supplier shall provide the Services as defined in Article 2 below to the Village for
implementation of the Program and to all Eligible Customers who choose not to opt out of the
program throughout the Term of this Agreement at the Price established in this Agreement.
D. The Supplier acknowledges and agrees that it has all certifications, authorizations,
qualifications, and approvals necessary pursuant to the Requirements of Law to sell Full-
Requirements Electricity Supply to Eligible Customers pursuant to this Agreement, including
without limitation that:
a. Supplier is certified by the Illinois Commerce Commission as a Retail Electric Supplier
and is authorized to sell Full- Requirements Electricity Supply to customers in the State of
Illinois utilizing the existing transmission and distribution systems of ComEd within the
service areas of ComEd; and
b. Supplier is currently registered with ComEd to serve residential and small commercial
customers under Rate RESS - Retail Electric Supplier Service with Rider PORCB - Purchase
of Receivables and Consolidated Billing; and
c. Supplier has at least three years continuous experience as a Retail Electric Supplier and has
provided Full- Requirements Electricity Supply Services to at least 25,000 residential or
commercial customers; and.
d. Supplier acknowledges and agrees that it will provide the Services, including without
limitation Full- Requirements Electricity Supply to all Program Customers, pursuant to the
Bid Package, the Bid Response, this Agreement, and the Requirements of Law; and
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e. The Village desires to enter into this Agreement with Supplier for the provision by the
Supplier of Full- Requirements Electricity Supply Services to all Eligible Customers pursuant
to the Program,
► r - NI I
In consideration of the mutual covenants and agreements contained herein, the Village and
the supplier agree as follows:
ARTICLE l
RECITALS
1.1 The foregoing recitals are, by this reference, fully incorporated into and made part of this
Agreement.
ARTICLE 2
DEFINMONS
The following terms shall have the meanings ascribed to them in this section:
2.1. "Aggregate" means the total number of Eligible Customers that are within the
jurisdictional boundaries of the Village.
2.2. , Aggregation ordinance" means that certain ordinance adopted by the Village
authorizing the Program.
23. , Aggregation Statute" means Section 1 -92 of the Illinois Power Agency Act, 201LC5
3855/1 -92 and applicable rules and regulations of the Illinois Commerce Commission
applicable thereto.
2.4. "Bid Package" means the attached t this Agreement Exhibit pursuant
to the Power Supply Bid and A and mad apart heof.
2.5. "Bid Response" means the response submitted by the Supplier to the Bid Package, which
is attached to this Agreement as Exhibit B and made a part hereof.
2.6. "Billing Services" means those services described in Section 4.4 of this Agreement.
2.7. ,, ConM' means Commonwealth Edison.
2.8. "Compliance Services" means those services identified in Section 4.5 of this Agreement.
2.9. "Confidential Information" means the information defined in Article 9 of this
Agreement.
2, lo. "Customer Information" means that certain information that the Electric Utility is
required to provide to the corporate authorities of the Village pursuant to the Aggregation
Statute, including without limitation those names and addresses and Electric Utility account
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numbers of residential and small commercial retail customers in the Aggregate area that are
reflected in the Electric Utility's records at the time of the request.
2.11. "Data" means the data defined in Article 9 of this Agreement.
2.12, , Electric Utility" means ComEd.
2,13. "Eligible Customers" means residential and small commercial electricity customers
receiving Full- Requirements Electricity Supply Services within the Village who are eligible
to participate in the Program pursuant to the Aggregation Statute and the Requirements of
Law.
2,14. "Energy" means generated electricity.
2.15. "Enrollment Services" means those services described in Section 4,3 of this Agreement,
2.16. "Extended Term" means the term defined in Section 5.1 of this Agreement,
2.17, "Force Majeure Event" means the circumstances defined in Section 7.1 of this
Agreement.
2.18. "Full-Requirements Electricity Supply" means all services or charges necessary to
provide the continuous supply of electricity to all Program Customers, including, without
limitation, Energy, capacity, losses, renewable portfolio standard (RPS) charges, imbalances,
load factor adjustments, transmission costs, congestion charges, marginal losses, ancillary
services, taxes applicable only to the Supplier, and any additional necessary services or
charges.
2.19. "Full- Requirements Electricity Supply Services" means those portions of the Services
described in Section 4.1 of this Agreement.
2.20. 11 1CC" means the Illinois Commerce Commission
2.21. "Independent System Operator" or "ISO" means the independent system operator for
the Electric Utility established pursuant to Section 16-126 of Public Utilities Act, 220
ILLS 5/16 -626.
2.22, "New Customers" means the customers defined in Section 4.3.9 of this Agreement.
2.23. "Opt -Out Notice" means the notices described in Section 4.2.1.1 of this Agreement and
provided to Eligible Customers informing them of their ability to opt -out of the Program
pursuant to the Requirements of Law;
2.24. "Opt -Out Period" means the time prior to the implementation of the Program during
which Eligible Customers may choose not to participate in the Program pursuant to the
Requirements of Law.
2.25. "Opt -Out Process" means the process defined in Section -4,2.1 of this Agreement.
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2.26. "Participating Customers" means those Eligible Customers who do not opt out of the
Program and are not Special Billing Customers, and New Customers.
2.27. "Plan of Governance" or "POW means that certain Plan of Operation and Governance
approved by the Village on May 15, 2012, pursuant to the Aggregation Statute
2.28. "Point of Delivery" means the point specified by the Electric Utility at which the
Supplier must deliver the Full- Requirements Electricity Supply to the Electric Utility for
distribution to Participating Customers.
2.29. "Power Supply bid" means the bidding process conducted by NIMEC on behalf of the
Village to identify the Supplier.
2.30. "Price" means the fixed price expressed in cents per kilowatt hour at which the Supplier
will provide the Services as set forth in Exhibit C to this Agreement, .attached hereto and
made a part hereof.
2.31. "Program" means the electricity aggregation program operated by the Village in
accordance with the Aggregation Statute and authorized by the Aggregation Ordinance, to
aggregate residential and small commercial retail electrical loads located within the corporate
limits of the Village for the purpose of soliciting and entering into service agreements Yo
facilitate for those loads the sale and purchase of Full - Requirements Electricity Supp and
related Services.
2.32. "Program Customer" means Participating, Special Billing and New Customers.
2.33. "Program Implementation Services" means those portions of the Services described in
Section 4.2 of this Agreement.
2.34. "Requirements of Law" means the Aggregation Ordinance, the Aggregation Statute, the
Plan. of Governance, the rules and regulations of the ICC and Illinois Power Agency
(including the IC Order in Case No. 11 -0434 issued on April 4, 2012), the rules, regulations
and tariffs applicable to the Electric Utility and the Independent System Operator, and all
other applicable federal, state, and local laws, orders, rules, and regulations, all as may be
hereinafter duly amended.
2.35. "Retail Electric Supplier" 16x102 of the Public Utilities Act�2 0 electric
IL.CS 5/16-102.
2.36. as
that term is defined in Section
2.36. "Services" means the Full- Requirements Electricity Supply Services, Program
Implementation Services, Enrollment Services, Billing Services, and Compliance Services
provided in Article 4 of this Agreement.
2.37. "Special Billing Customers" means the customers defined in Section 4.3.8 of this
Agreement.
2.38. "Supplier" means FirstEnergy Solutions Corp. and the lawful successor, transferee,
designee, or assignee thereof.
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2.39. "Tariffed Service" means the applicable tariffed services provided by the Electric
Utility as required by 220 ILCS 5/16 -103 at the rates established in ComEd's "Price to
Compare" for the applicable rate class, as posted on the ICC website, which includes
ComEd's electricity supply charge plus ComEd'S transmission series charge, but does not
include ComEd's purchased electricity adjustment.
2,40. "Term" means the period of time defined in Section 5.1 of this Agreement.
2.41. "Village" means the Village of Mount Prospect, County of Cook, Illinois.
2.42. "Withdrawing Customer" means a customer defined in Section 4.3.6 of this Agreement.
ARTICLE 3
PROGRAM RESPONSIBILITIES
3.1 Village Responsibilities.
3.1.1 Customer Information. The Village shall, with the assistance of the Supplier, pursuant
to the Requirements of Law, obtain the Customer Information from ComEd.
3.1.2 Notices and Customer Information from ComEd. The Village shall promptly forward
to Supplier the Customer Information received from ComEd and each Party will promptly
provide to the other Party any notices received by that Party from ComEd concerning the
accounts of Eligible or Program Customers.
3,1.3 Submittals to ComEd. The Village shall, with the assistance of Supplier, submit to
ComEd (a) the "Government Authority Aggregation Form ", (b) a list of Eligible Customers
who are not Participating Customers because they have elected to opt out of the Program, and
(c) a list of all Participating Customers,
3.1.4 No Village Obligations to Provide Services. The Parties acknowledge and agree that
the Village is not responsible to provide, and this Agreement shall not be construed to create
any responsibility for the Village to provide, the Services to any person or entity, including
without limitation the Supplier, the Electric Utility, the ISO, Eligible Customers, Special
Billing Customers, New Customers or Participating Customers.
3.1.5 No Village Financial Responsibility. The Parties acknowledge and agree that this
Agreement does not impose or create, and shall not be construed to create, any financial
obligation of the Village to any other person or entity, or third -party beneficiary to this
Agreement, including without limitation the Supplier, the Electric Utility, the ISO, Eligible
Customers, Special Billing Customers, or Participating Customers.
3,2 Supplier Obligations.
12.1 Provision of Services. The Supplier will provide all of the Services described in
Article 4 of this Agreement throughout the Term, including but not limited to the provision
of sufficient Full-Requirements Electricity Supply to allow the Electric Utility to deliver and
distribute uninterrupted electric service to all Program Customers, The Supplier
acknowledges and agrees that the Village is not responsible for providing, and shall not be
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liable to the Supplier or any Eligible Customer for any failure to provide, any Services
pursuant to this Agreement.
3.2.2 Compliance with the Requirements of Law. Supplier shall comply with all
Requirements of Law.
3.2.3 Supplier Press Releases, The Supplier may issue press releases concerning the
Program that are approved in advance by the Village prior to issuance.
3.2.4 Supplier covenants that all information provided by The Supplier to Village or any of
its agents relating to this Agreement in any way shall be true and accurate in all respects at all
times.
ARTICLE 4
SUPPLIER SERVICES
4.1 Full Requirements Electricity Supply Services: The Supplierr must supply the
following Full- Requirements Electricity Supply Services as provided in this section 4.1.
4.1.1 Scheduling, Transmission and Delivery of Full- Requirements Electricity Supply.
4.1.1.1 Generally. The Supplier shall take all actions necessary to arrange for the
scheduling, transmission, and delivery of Full - Requirements Electricity Supply to the
Electric Utility for distribution to all Participating Customers.
4.1.1.2 Scheduling. Supplier shall schedule the Full- Requirements Electricity Supply
for distribution as required by the ISO and the Electric-Utility.
4,1.1.3 Distribution and Transmission Rights. Supplier shall obtain distribution and
transmission rights necessary for the delivery of the Full- Requirements Electricity
Supply to the Electric Utility hereunder.
4.1.1.4 Transmission and Delivery to Electric Utility.
4.1.1.4.1 Transmission and Delivery. Supplier shall cause to be transmitted
and delivered to the Electric Utility at. the Delivery Point sufficient Energy to
provide continuous Full - Requirements Electricity Supply to all Program
Customers. The Village acknowledges that the Electric Utility, and not the
Supplier, is responsible for the distribution of the Full- Requirements
Electricity Supply to the Program Customers after delivery by the Supplier to
the Delivery Point, and that Supplier does not take responsibility for the
distribution of the Full- Requirements Electricity Supply to Program
Customers after the Supplier provides Full- Requirements Electricity Supply to
the Point of Delivery.
4.1.1.4.2 Failure of Delivery. Supplier acknowledges and agrees that if the
Supplier fails to comply with any requirement related to the provision of Full -
Requirements Electricity Supply Services to the Participating Customers
pursuant to this Agreement, including without limitation if Supplier fails to
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schedule all or part of the Full- Requirements Electricity Supply for any
Participating Customer, Supplier shall be solely responsible for any additional
costs, charges, or fees incurred because of such failure, and shall not pass
through any such additional costs, charges, or fees to Program Customers or
the Village.
4.1.2 Pricing. Except as provided in Section 4.1.3 of this Agreement, the Supplier shall
receive the Price in full payment for all Services, and shall not be entitled to any additional
costs, adjustments, charges, fees, or any other payments or compensation. The Village
acknowledges that the Price does not include sales or other consumer -based taxes applicable
to Program Customers or other taxes that are not applicable to the Supplier
4. L3 Price Guarantee. If the rates for Tariffed Service to a particular rate class are
set below the Price during the Term of this Agreement, Seller will either (a) provide the
Services to Participating Customers in such rate class at a price equal to the rate for Tariffed
Services, or (b) after taking all steps necessary to return all Program Customers to the
Electric Utility, terminate this Agreement without damages or early termination fees to either
party. Notwithstanding the foregoing, termination under this Section 4.1.3 may be avoided if
the Village determines that the Aggregation Program should remain in place at the Price
without the need to match. In such an event, the Parties shall enter into a written agreement
expressly stating that the Agreement shall continue without the need to match and the Village
shall not waive any rights set forth herein by allowing the Price to remain in place without
the need to match unless the Village specifically agrees in writing.
4.2 Program Implementation Services. The Supplier must supply the following Program
Implementation Services as provided in this Section 4.2:
4.2.1 Opt -Out Process. Supplier, at its sole cost and expense; shall, with the assistance of
the Village, administer the process by which Eligible Customers are provided with the
opportunity to opt -out of the Program prior to its implementation (the "Opt -Out Process "),
including, but not limited to, the following:
4.2.1.1 Opt -Out Notices. Supplier, at its own expense, shall be fully responsible to prepare
and mail form opt -Out Notices to all Eligible Customers as required pursuant to the.
Requirements of Law. Opt-Out Notices must include all information required pursuant to the
Requirements of Law, including, without limitation, the terms and conditions of participation
p
In the program, the cost to the Program. Customer of bill- Requirements Electricity Supply
Services under the Program, the methods by which Eligible Customers may opt out of the
Program, and the length of the Opt -Out Period. The Opt -Out Notices must prominently
include the toll -free telephone number and secure website described Section 4.2.1.3. The
form and content of the opt -Out Notices shall be approved by the Village prior to mailing by
the Supplier. In addition to the opt -Out Notices, the Supplier shall provide Participating
Customers with terms and conditions for the provision of Full Requirements Electric Supply
Services to those Participating Customers, which terms and conditions shall comply with and
accurately reflect all of the requirements of this Agreement and the Requirements of Law and
shall be substantially similar to the form attached hereto as Exhibit D and made a part hereof.
4.2.1.2 Notices to Special Billing Customers. The Village acknowledges that the Village may
provide notices to Special Billing Customers concerning the Program, the price, the rates
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charged to Special Billing Customers under their existing service, and the opportunity for
Special Billing Customers to enroll the Program as provided in Sections 4.3.8 and 4.3.9 of
this Agreement.
4.2.1.3 Toll Free Number and Secure Website. Tn addition to receiving completed Opt -Out
Notices from Eligible Customers by mail, the Supplier shall, at its own expense, provide,
operate, and maintain a toll -free telephone number and secure website for the use of Eligible
Customers to opt out of the Program. The toll-free number shall be operational during normal
business hours and the secure website shall be operational 24 hours a day, seven days a week
during the Opt -Out Period. The Opt -Out Notices shall prominently include both the toll-free
number and the internet address of the secure website. Supplier will be required to support
Spanish speaking Eligible Customers and Eligible Customers with disabilities.
4.2.1.4 Reporting. During the Opt -Out Period, Supplier shall be responsible for receipt of all
Opt -Out Notices. Supplier shall assemble, track, and report to the Village concerning the
delivery and receipt of all Opt -Out Notices to and from Eligible Customers, including
without limitation providing the Village with complete information concerning all Eligible
Customers who choose to opt -out of the Program whether by mall, telephone, or the secure
website.
4.2.2 Required Disclosures. Supplier shall provide Eligible Customers with all information
required to be disclosed to Eligible Customers concerning Services and the Program pursuant
to the Requirements of Law, including without limitation all information required to be
included in the Opt-Out Notices.
4.3 Enrollment Services. The Supplier shall supply the following Enrollment Services as
provided in this Section 4.3:
4.3.1 Record of Participating Customers. Following the completion of the Opt -Out Period,
the Supplier shall compile a complete list of all Participating Customers and those Eligible
Customers who have opted out of the Program, and shall ensure that no Eligible Customers
who have opted out are enrolled in the Program.
4.3.2 Enrollment. Upon completion of the Opt-Out Process and the identification of all
Eligible Customers who have opted out of the Program, the Supplier shall, at its sole cost and
expense, take all actions necessary to enroll Participating Customers in the Program pursuant
to the Requirements of Law.
4.33 Term of Enrollment. Participating Customers who do not opt out of the Program shall
be enrolled in the Program by the Supplier, and shall remain enrolled in the Program until
the end of the Term, unless the Agreement is terminated pursuant to its terms or the
Participating Customer withdraws from the Program pursuant to Section
4.3.6 of this Agreement
4.3.4 Direct Access Service Request, The Supplier shall submit a direct access service
request to ComEd for each Participating Customer in compliance with the "standard
switching " subsection of Rate RDS - Retail Delivery Service, in order to allow Full-
Requirements Electricity Supply Services to commence following the Village's
implementation schedule which is attached hereto as Exhibit E and made a part hereof.
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4.3.5 Payment of Switching Fees. The Supplier shall reimburse Participating Customers for
any switching fee imposed by the Electric Utility related to the enrollment of a Participating
Customer in the Program within 34 days of receiving notice of such switching fee. The
Supplier shall not be responsible to pay any switching fees imposed on Participating
Customers who switch service from an alternative retail electric supplier.
4.3.6 Withdrawal by a Program Customer. For Participating Customers who notify the
Supplier after the completion of the opt-out Period that the Participating Customer desires to
withdraw from the Program and all other Program Customers (collectively, "Withdrawing
Customer "), the Supplier must, at the direction of the Participating Customer, drop the
Withdrawing Customer from the Supplier's Full - Requirements Electrici Su i Services an
the next available meter read, which will result in restoring the Withdrawing Customer to
Tariffed Service. The Supplier shall not assess an early termination fee to Withdrawing
Customers.
4.3.7 Customer Service Inquiries. After completion of the Opt -Out Period, Supplier must
maintain and operate a toll-free telephone number and internet website for the purpose of
receiving questions and comments from Participating Customers concerning
the Full-
'Requirements Electricity Supply. The Supplier may inform Participating Customers that
questions about the delivery and billing of the Full- Requirements Electricity Supply should
be directed to ComEd. Supplier must promptly and courteously address customer service
inquiries in a manner that meets or exceeds the ICC requirements for the operation of call
centers.
4.3.8 Special Billing Customers. Subject to the Requirements of Law and due to the minimal
and/or fixed nature of their existing billing rates, the following Eligible Customers shall not
be automatically enrolled in the Program, to Section 4 3 9 of this Agreement:
in the
program as New Customers pursuant
4,3,8.1. Any Eligible Customer to which the following ComEd delivery classes are
applicable:
*'Residential Single Family With Electric Space Heat Delivery Class
• Residential Multi Family With Electric Space Heat Delivery Class
4,3.8.2. Any Eligible Customer in the residential customer class, as described in
Section 4.4.2 of this Agreement, that is taking service under the following ComEd rates:
Rate BESH — Basic Electric Service Hourly Pricing
• Rate RDS — Retail Delivery Services and
4,3,8,3, Any Eligible Customer in the commercial customer class, as' described in
Section 4.4.2 of this Agreement, that is taking service under the following ComEd rates:
• Rate BESH — Basic Electric Service Hourly Pricing
Rate RDS — Retail Delivery Service. (collectively, the "Special Billing Customers ").
4.3.9 New Customers. After the commencement of the Program and the enrollment of
Participating Customers, the Supplier shall, at the request of a New Customer, as defined in
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this Section 4.3.9, immediately enroll the following customers in the Program and provide
Pull- Requirements Electricity Supply to those customers at the Price:
43.9.1.Any Eligible Custbmer within the Village that moves to a new location within
the Village;
4.3.9.2.Any Eligible Customer that moves into an existing location within the
Village;
4.3,9.3 Any Eligible Customer that previously opted out of the Program during the
Opt -Out Period; and
4.3.9.4 Any Eligible Customer that was inadvertently omitted from the list of
Participating Customers and not enrolled in the Program. (collectively, the
"New Customers " }.
4.4 Billing Services. The Supplier must supply the following Billing Services as provided
in this Section 4.4:
4.4.1 Billing Generally. Supplier shall confirm that billing to Program Customers will be
provided by ComEd under a consolidated billing format pursuant to "Rider PORCB --
Purchase of Receivables and Consolidated Billing," and pursuant to the Requirements of
Law. The Village acknowledges and agrees that ComEd will bill Program Customers for the
Price of the Services as part of its billing for the distribution of such supply, and that the
Supplier shall not be responsible for billing Program Customers
4.4.2 Customer Classes, Eligible Customers shall be categorized within either the
residential or commercial customer classes according to the applicable rates under which
they received electricity supply from ComEd prior to participating in the Program.
4.4.2.1 Residential Customer Class. The residential customer class shall include those
Program Customers taking service from ComEd under the following rates:
• Residential Single Family Without Electric Space Heat Delivery Class
• Residential Multi Family Without Electric Space Heat Delivery Class
4.4.2.1 Commercial Customer Class. The commercial customer class shall include
those Program Customers who are small commercial customers taking service from
ComEd under the following rates:
• 15,000 kWh's or less Delivery Class
4.5 Compliance Services. The Supplier shall, at no charge to the Village, assist the
Village in complying with any current or future Requirements of Law concerning the
operation of the Program, including without limitation the provision of reports or other
information as the Village may reasonably request from time to time.
4.6 Following the completion of the Opt -Out Period, the Supplier shall be responsible to compile
a complete list of all Participating Customers in the Program. Supplier will update this list as
New Customers are added and deleted. Supplier will make this list available to the Village at
any time the Village requests the list. Additionally, within 120 days of the end of Term of this
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Agreement, Supplier will make the Program's load data by rate class available. to the Village.
Load data shall include:
• Historical Usage Data
• Capacity Peak Load Contribution (PLC) values and effective start and end dates.
• Network Service Peak Load Contribution (PLC) values and effective start and end dates.
• Meter Bill Group Number.
« Rate Code.
ARTICLE 5
TERM
5.1 'Perm. This Agreement commences as of the Effective Date and is for a term of twenty -four
(24) consecutive monthly billing periods starting from the initial meter read date designated by the
Village in consultation with the Supplier in August 2012, and expires at the end of the last day of the
— th billing cycle for the Participating Customer(s) with the latest billing cycle (the "Term" ). The .
Village and the Supplier may extend the Term for additional periods of time up to 3 years for each
extension, by written agreement approved and executed by each Parry (each.an "Extended Term ").
Nothing in this Article 5 related to the Term or the possibility of agreement to an Extended Term
may be construed or applied in any manner to create any expectation that any right or authority
related to this Agreement granted by the Village to the Supplier will continue beyond the Term or an
approved Extended Term: Notwithstanding the provisions of this Section 5. 1, if the rate for Tariffed
Service falls below the Price during the Term, the Supplier may terminate this Agreement after
returning Program Customers to Tariffed Service as provided 'in Section 4.1.3 of this Agreement.
5.2 In the event this Agreement is not renewed or terminated for any reason, including expiration
according to its terms, the Village may choose another RES or Retail Electric Supplier and Supplier
shall allow all Participating Customers to be switched to the selected RES, or all Participating
Customers shall be switched by the Supplier to service with ComEd in accord with the standard
switching rules and applicable notices or as otherwise required by any applicable law or regulation.
ARTICLE 6
REMEDIES AND TERMIlVATION
6.1 Village's General Remedies. In addition to every other right or remedy provided to the
Village under this Agreement, if the Supplier fails to comply with any of the provisions of this
Agreement (for reason other than a Force Majeure Event pursuant to Section 7.1 of this Agreement
or a Regulatory Event pursuant to Section 7.2 of this Agreement, then the Village may give notice to
the Supplier specifying that failure. The Supplier shall have 15 calendar days after the date of that
notice to take all necessary steps to comply fully with this Agreement, unless (a) this Agreement
specifically provides for a shorter cure period or (b) an imminent threat to the public health, safety,
or welfare arises that requires a shorter cure period, in which case the notice must specify the cure
period, or (c) compliance cannot reasonably be achieved within 15 calendar days but the Supplier
promptly commences a cure and diligently pursues the cure to completion. If the Supplier fails to
comply within that 15 -day period, or the shorter period if an imminent threat, or if the Supplier fails
to promptly commence a cure and diligently pursue the cure to completion, then the Village, subject
to the limits of applicable federal State of Illinois law, may take any one or more of the following
actions:
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6.1.1 Seek specific performance of any provision of this Agreement or seek other equitable
relief, and institute a lawsuit against the Supplier for those purposes.
6.1.2 Institute a lawsuit against the Supplier for breach of this Agreement and, except as
provided in Section 6.3 of this Agreement, seek remedies and damages as the court
may award.
6.1.3 In the case of noncompliance with a material provision of this Agreement, declare
this Agreement to be terminated with said termination to be effective ten (10) days
after giving written notice of such termination to the Supplier.
If the Village terminates this Agreement under this Section 6. 1, then the Supplier, within 14 calendar
days after the Village's demand, shall reimburse the Village for all costs and expenses incurred by
the Village, including, without limitation, reasonable attorneys' fees, in connection with that
termination of rights or with any other enforcement action undertaken by the Village.
6.2 Actions on Termination or Expiration of this Agreement. This Agreement shall terminate
upon the expiration of the Term or an Extended Term, as applicable (with the understanding that the
expiration of service for any particular Program Customer will be tied to that customer's billing
cycle), or the Village's termination of the Agreement pursuant to Section 6.1 or 4.1.3. Upon
termination as a result of expiration of the Term (absent agreement upon an Extended Term), or
upon termination as a result of expiration of an Extended Term, as applicable, Supplier shall return
Program Customers to Tariffed Service upon expiration of the Term or Extended Term, as
applicable, on the first available meter read. In the event of the Village's termination of the
Agreement prior to the end of the Term or Extended Term pursuant to. Section 6.l .c, as applicable,
Supplier shall return Program Customers to Tariffed Service on the second available meter read in
order to provide the opportunity for Program Customers to identify alternate sources of electrical
supply prior to returning to Tariffed Service. Program Customers shall not be liable for any
termination fee as a result of such termination or expiration in accordance with the preceding
sentences of this Section 6.2.
6.3 Limitation of Liability. Except for the Supplier's failure to provide Full- Requirements
Electricity Supply Services to Program Customers or the disclosure of Customer Information in
violation of the Requirements of Law, or as otherwise specifically provided herein, in no event will
either Party be liable to the other Party under this Agreement for incidental, indirect, special,
punitive or consequential damages connected with or resulting from performance or non-
performance of this Agreement, irrespective of whether such claims are based upon breach of
warranty, tort (including negligence of any degree), strict liability, contract, operation of law or
otherwise.
ARTICLE 7
FORCE MAJEURE EVENTS AND REGULATORY EVENTS
7.1 Force Majeure Events. The Supplier shall not be held in default under, or in noncompliance
with, the provisions of the Agreement, nor suffer any enforcement or penalty relating to
noncompliance or default (including termination, cancellation or revocation of the Franchise), where
such noncompliance or alleged defaults occurred or were caused by a "Force Majeure Event,"
defined as a strike, riot, war, earthquake, flood, tidal wave, unusually severe rain or snow storm,
hurricane, tornado or other catastrophic act of nature, labor disputes, or other event that is reasonably
beyond the Supplier's ability to anticipate or control. Non - compliance or default attributable to a
288227_] 12
N5 -L (MGW)
Force Majeure Event shall be corrected within a reasonable amount of time after the Force Majeure
Event has ceased.
7.2 Regulatory Event. The following shall constitute a "Regulatory Event ":
a ,
Megft. It becomes unlawful for a Party to perform any obligation under this
Agreement due to the adoption of, or change in the interpretation of any applicable
law by any judicial or government authority with competent jurisdiction.
b. Adverse Government Action A regulatory, legislative or judicial body (A) requires
a material change to the terms of this Agreement that materially and adversely affects
a Party or (B) takes action that adversely and materially impacts a Party's ability to
perform, or requires a delay in the performance of this Agreement that either Party
determines to be unreasonable or (C) orders a change or modification that affects the
Program such that either Party's obligations hereunder are materially changed, and the
change is not deemed a Force Majeure Event.
C. ew Charges. Any material increase in generation, energy, or utility taxes or charges
enacted and effective, after the Effective Date of this Agreement, excluding federal
and state income taxes, employee taxes and other taxes assessed against the business
of the Supplier or the delivery of services under this Agreement. The imposition of
such tax or charge after the Effective Date of this Agreement is not subject to
automatic pass- thiough in Price, but would only constitute a Regulatory Event if the
imposition of the charge materially and adversely affects Supplier's ability to
perform.
d. Occurrence of Regulatory Event Within ten (10) days of the occurrence of a
Regulatory Event, the adversely affected Party shall give notice to the other Party that
such event has occurred. Within thirty (30) days, or such other period as the Parties
may agree in writing, the, Parties shall enter into good faith negotiations to amend or
replace this Agreement so that the adversely affected Party is restored as nearly as
possible to the economic position it would have been under this Agreement but for
the occurrence of the Regulatory Event. If the Parties are unable to agree upon an
amendment to this Agreement, within thirty (30) days or such other period as the
Parties may agree in writing, the adversely affected Party shall have the right, upon
ten (10) days prior written notice, to terminate and close out its obligations under this
Agreement, in which case the Supplier shall take those actions as required for
termination or expiration of this Agreement as set forth in Section 6.2 above.
ARTICLE 8.
INDEMNIFICATION ANUINSURANCE
8.1 Indemnification. The Supplier shall indemnify and hold harmless the Village, its officers,
employees, agents, and attorneys, from and against any third party injuries, claims, demands,
judgments, damages, losses and expenses of any kind, including reasonable attorney's fees and costs
of suit or defense; arising from the Supplier's provision of the Services, except to the extent caused
by the sole negligence of the Village.. This duty shall survive for all claims made or actions filed
within one (1) year following either the expiration or earlier termination of this Agreement. The
288227-J 23
NS -L (MGW)
Village shall give the Supplier timely written notice of its obligation to indemnify and defend the
Village after the Village's receipt of a claim or action pursuant to this Section. For purposes of this
Section, the word "timely" shall mean within a time period that does not cause prejudice to the
respective positions of the Supplier and/or the Village. Nothing herein shall be construed to limit the
Supplier's duty to indemnify the Village by reference to the limits of insurance coverage described
in this Agreement.
8.2 Insurance. Contemporaneous with the Supplier's execution of this Agreement, the Supplier
shall provide certificates of insurance, all with coverages and limits as set forth in Exhibit F to this
Agreement, attached hereto and made a part hereof. For good cause shown, the Village Manager, or
his or her designee may extend the time for submission of the required policies of insurance upon
such terms, and with such assurances of complete and prompt performance, as the Village Manager,
or his or her designee may impose in the exercise of his or her sole discretion. Such certificates and
policies shall be in a form acceptable to the Village and from companies with a general rating of A
minus, and a financial size category of Class X or better, in Best's Insurance Guide. Such insurance
policies shall provide that no change, modification in, or cancellation of, any insurance shall become
effective until the expiration of 30 days after written notice thereof shall have been given by the
insurance company to the Village. The Supplier shall, at all times during the term of this Agreement,
maintain and keep in force, at the Supplier's expense, the insurance coverages provided above.
ARTICLE 9
CONFIDENTIAL INFORMATION
9.1 Confidential and Proprietary Information. Notwithstanding anything to the contrary set forth
herein, the Parties. are not required to disclose information which they reasonably deem to be
proprietary or confidential in nature. The Parties agree that any information disclosed by a Party and
designated as proprietary and confidential shall only be disclosed to those officials, employees,
representatives, and agents of the other Party that have a need to know in order to administer and
enforce this Agreement. For purposes of this Section, the terms "proprietary or confidential" include,
but are not limited to, information relating to a Parry's corporate structure and affiliates, marketing
plans, financial information unrelated to the calculation of the Price or rates pursuant to the
Requirements of Law, or other information that is reasonably determined by a Party to be
competitively sensitive. A Party may make proprietary or confidential information available for
inspection but not copying or removal by the other Party's representatives. Compliance by the
Village with the Illinois Freedom of Information Act, 5 ILCS 140/1 et seq. ( "Illinois FOIA "),
including compliance with an Illinois FOIA request or an opinion or directive from the Illinois
Public Access Counselor or the Illinois Attorney General under the Illinois FOIA, or with a decision
or order of a court with jurisdiction over the Village, shall not be a violation of this Section.
9.2 - Ownership of Data and Documents. All data and information, regardless of its format,
developed or obtained under this Agreement ( "Data "), other than the Supplier's confidential
information, will be and remain the sole property of the Village. The Supplier must promptly deliver
all Data to the Village at the Village's request. The Supplier is responsible for the care and
protection of the Data until that delivery. The Supplier may retain one copy of the Data for the
Supplier's records subject to the Supplier's continued compliance with the provisions of this
Agreement.
9.3 Limitations on Customer Information. Both Parties acknowledge and agree that the
Customer Information is subject to, and must be maintained in compliance with, the limitations on
14
286227 1
NSA (MGW)
disclosure of the Customer Information. established by the Requirements of Law, including without
limitation the Aggregation Statute, Section 16 -122 of the public Utilities Act, 220 IWS 5/16 -102,
Section 2HR of the Consumer Fraud and Deceptive Business Practices Act,
815 ILLS 505f2HH, the
ICC Order in Case No. 11 -0434 issued April 4, 2012, and the provisions of ComEd's Tariff Rate
GAP. The Village shall treat customer - specific information provided to the Village in accordance
with the provisions of ComEd's Tariff Rate GAP as confidential. To protect the confidentiality of
Customer Information:
9.3.1 Supplier access to Customer ° Inf Ve aaQ�i� �o�tthose £armatio or purposes o this
of Supplier, or any thin party,
Agreement.
9.3.2 Supplier warrants that it will not disclose, use, sell, or provide Customer Aggregation
information to any person, firm or entity for any purpose outside of the
Program.
9.3.3 Supplier and Village acknowledge that Customer Information remains the property of
the Village and that material breaches of confidentiality will prohibit Supplier from placing
any - new bids to the Village's subsequent Request(s) for Qualifications for a period of one
year after termination of this Agreement.
9.3.4 Supplier warrants that it will delete and/or destroy the Customer Information
described in Items 18 through 23 of the Company Obligations Section of ComEd's Tariff
Rate GAP, and provided by Village, within 60 days after ComEd provides the
information to Village. Village will offer its assistance to ensure that Supplier meets these
requirements and deadlines.
9.4 Proprietary Rights, Survival. Each Party acknowledges the proprietary rights of the other
Party in and to the Confidential Information. The obligations under this Article Nine shall survive
the conclusion or termination of this Agreement for two (2) years.
in
9.5 The Supplier shall maintain its records � Records Act (50 performance
205 /I et Agre
and t the
compliance with the requirements of the
Freedom 'of information Act (5 II.CS 140/1 et seq.) until written approval for the disposal of such
records is obtained from the Local Records Commission. All books and records required to be
maintained by the Supplier shall be available for review and audit by the Village, The Supplier shall
cooperate with,the Village (a) with any request for public records made pursuant to the Freedom of
information Act (5 ILCS 140/1 et seq.), (b) with any request for public records made pursuant to any
audit, and (c) by providing full access to and copying of a ll relevant books and records within a time
period which allows the Village to timely comply with the time limits imposed by the Freedom of
Information Act (5 ILCS 140 /1 et seq.). Failure by the Supplier to maintain the books, records and
supporting documents required by this section or the failure by the Supplier to provide full access to
and copying of all relevant books and records within a time period which allows the Village to
timely comply with the time limits imposed by the Freedom of Information Act (5 11LCS 140/1 et
seq.) shalt establish a presumption in favor of the Village for the recovery of any funds paid by the
Village under this Agreement or for the recovery for any penalties or attorney's fees imposed by the
Freedom of Information Act (5 ILCS 140 /1 et seq.). The obligations imposed by this section shall
survive final payment and the termination of the other obligations imposed by this Agreement.
3s
2 02 27 1
NS-L (MGW)
ARTICLE 10
MISCELLANEOUS
10.1 Notices. Any notices, requests or demands regarding the services provided under this
Agreement and the Exhibits to this Agreement shall be deemed to be properly given or made (i) if by
hand delivery, on the day and at the time on which delivered to the intended recipient' at its address
set forth in this Agreement; (ii) if sent by U.S. Postal Service mail certified or registered mail,
postage prepaid, return receipt requested, addressed to the intended recipient at its address shown
below; or (iii) if by Federal Express or other reputable express mail service, on the next Business
Day after delivery to such express service, addressed to the intended recipient at its address set forth
in this Agreement. The address of a Party to which notices or other communications shall. be mailed
may be changed from time to time by giving written notice to the other Party.
To Village To & Rph
Village Manager
Village of Mount Prospect
50 South Emerson Street
Mount Prospect, Illinois 60656
FAX: 847- 392 -6022
Brenda Fargo, Mgr. Gov't Aggregation
FirstEnergy Solutions Corp.
341 White Pond Drive, B -2
Akron, Ohio 44320
With a conv to:
W. Everette M. Hill, Jr.
Klein, Thorpe & Jenkins, Ltd.
Suite 1660
20 N. Wacker Drive
Chicago, Illinois 60606 -2903
FAX; 312- 984 -6444
With a cogy�o_:
General Counsel
FirstEnergy Corp,
76 S. Main St., 15' Floor
Akron, Ohio 44308
10,2 Mutual Representations and Warranties. Each Party represents and warrants to the other
Party, as of the date of this Agreement, that:
a. it is duly organized and validly existing under the laws of the jurisdiction of its
organization or incorporation, and if relevant under such laws, in good standing;
b. It has the corporate, governmental and/or other legal capacity, authority and power to
execute, deliver and enter into this Agreement and any other related documents, and
perform its obligations under this Agreement, and has taken all necessary actions and
made all necessary determinations and findings to authorize such execution, delivery and
performance;
C. The execution, delivery and performance of this Agreement does not violate or conflict
with any law applicable to it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to it or any of its assets
or any contractual restriction binding on or affecting it or any of its assets; and
d. It has reviewed and understands this Agreement; and
e. It, to the extent applicable, shall comply with all the Requirements of Law.
10.3 Supplier agrees that all information presented in its Response to Qualifications for Municipal
Aggregated Electricity Supply For Member Communities of the Northern Illinois Municipal Electric
2 88227 - 1
16
NS -L (MGW)
Collaborate, dated - .iIZ, are accurate and there have been no material changes to that
information. Any exceptions are noted on attached Exhibit B and made part of this agreement.
10.4 Entire Agreement. This Agreement and the Response to Qualifications referenced in Section
10.3, including all Attachments hereto, contains all of the terms and conditions of this Agreement
reached by the Parties, and supersedes all prior oral or written agreements with respect to this
Agreement. This Agreement may not be modified, amended, altered or supplemented, except by
written agreement signed by both Parties hereto..
10.5 Exhibits. Exhibits A through F attached to this Agreement are,.by this reference, incorporated
into and made part of this Agreement.
10.6 Waivers. The failure of either Party to insist upon strict performance of such requirements or
provisions or to exercise any right under this Agreement shall not be construed as a waiver or
relinquishment of such requirements, provisions or rights. No waiver of any term, provision, or
conditions of this Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or shall constitute a waiver of any other provision hereof, whether or not similar,
nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless executed
in writing by the Party making the waiver
10.7 Applicable Law. This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Illinois without regard for the conflicts of law provisions thereof.
10.8 Controlling Provisions. In the event of any inconsistency between the terms herein and the
terms of the Exhibits hereto, the provisions of the Agreement shall control.
10.9 Severability. Any provision in this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions or affecting the validity or
enforceability of such provision in any other jurisdiction. The non - enforcement of any provision by
either Party shall not constitute a waiver of that provision nor shall it affect the enforceability of that
provision or the remainder of this Agreement.
10.10 Venue. Except as to any matter within the jurisdiction of the ZCC, all judicial actions relating
to any interpretation, enforcement, dispute resolution or any other aspect of this Agreement shall be
brought in the Circuit Court of the State of Illinois, Cook County, Illinois. Any matter brought
pursuant to the jurisdiction of the federal court shall be brought in the United States District Court of
the Northern District of Illinois, Eastern Division.
10.11 No Third -Party Beneficiaries. Nothing in this Agreement is intended to confer third -party
beneficiary status on any person, individual, corporation or member of the public to enforce the
terms of this Agreement.
10.12 No Waiver of Rights. Nothing in this Agreement shall be construed as a waiver of any rights,
substantive or procedural, that the Village may have under Federal or state law unless such waiver is
expressly stated herein.
288227_1 17
NSd. (MGW)
on the validity of
f A reement. The Parties acknowledge and agree in good faith at the Parties have the
the, p V o g
the provisions, terms and conditions of this Agreement ,�� � entirety, of this Agreement.
power and authority to enter into the provisions, terms,
Bement. Each Party warrants to the other party that it is authorized to
10.14 Authority to Sign Agr gig A on behalf of
execute, deliver and perform this Agre ement. tshe is autho i to execute.this Agreement in the
each Party warrants to the other P arty y
name of the Party for which he/she is signing.
10.15 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, the
Village and the Supplier and their respective successors, grantees, lessees, an d assigns throughout
the Term of this Agreement.
10.16 Non-Assignability. This Agree
went shall not be transferred or assigned by the Supplier
without the express written authorization of the Village.
10,17 Counterparts. This Agreement may be executed in on or m. to one instrument. e ach of which
shall be deemed an original, but all of which shall together c
IN WITNESS WHEREOF, the Parties have duly executed this Agreement to be effective on the date
first written above.
Attest:
printedityped Name:
Title:
288227_1
NS (MGw)
Village of Mount P'OsPect
Signed:
Printed/Typed Name:
Irvana K. Wilks
Title: Village President
Date,
Attest:
p ped Name:
Lisa Angell
Title: Village Clerk
16
Date: ---- --- _
!!:
BID PACKAGE
19
288227-1
NS -L (MGW)
EXHIBIT B
BID RESPONSE
20
288227_1
NS -L (MGW)
EXHIBrr C:
RWd (1mSPrice:
4.65 ¢ per KWh*
CbumnevM C 1 a%P rice:
4.65 0 per KWh*
T1eefor'VVawft
Residential: $ 0 per utility account
Commercial: $ 0 per utility account
Term: 24 months
PRICE
21
288227_1
NS -L (MGW)
EXHIBIT F
INSURANCE COVERAGES
A o r' o ns tl n n Em is 1 1 with limits not less than:
Work r' o e i n Statutory;
u Emolover's Li &_
$500,000 injury-per occurrence
$500,000 disease -per employee
$500,000 disease - policy limit
Such insurance shall evidence that co verage a p p lies In th e
Sta Of I
i , with a f liability for bodily
comp rehensive Motor Vehcle Liabilty
injury and property damage of not le ss than $1,000,00 fnr vehicles owned, non - awned,
or rented.
All employees shall be Included as Insureds.
C. Q QV labf itv limits no less
a. with coverage written on an "occurrence" basis wi e Combined Single omit
$1,000,000 Bodily Injury and Property Damag
Coverage is to be written on an "occurrence" bases.
Coverages shall include:
Broad Form Property Damage Endorsement
Blanket Contractual Liability (must expressly cover the Indemnity
provisions of the Agreement) less than:
b. with coverage written on a "cialms made" D with Mb rid Single Limit
$1,000,000 Bodily Injury and Property
Coverage is to be written on an "claims made" bases.
Coverages shall Include:
Broad Form Property Damage Endorsement
Blanket Contractual Liability (must expressly cover the Indemnity
provisions of the Contract)
400,000 per
p. profeQ�s� „pi i iAhility insurances t less t With a limit of liability of no ; �� against ail sums
occurrence and $2,000,000 in the aggregate and covering Sapp
that Supplier may be obligated to pay on account of any liability arising out of the
Agreement. of primary, excess,
E Umber � d � An
and umbrella policies. excess ti gumbrel,aepolicy y must p ide excess cove age over
underlying insurance on he limits under the primary p licy,vt hen ally loss covered a excess or uumbreella
primary policy exceeds
becomes effective to cover such loss.
F Vi a as I l al oe a I policies except for Mou Prospect shall be named as an
Additions I
22
288227_1
NS -L (MGW)
Worker's Compensation a of Mount
Village
Each such additional Insured endorsement shall Identify the Village as appointed officials, Its
p Including Its Board members and elected and app
OMcers, employees, agents, attorneys, volunteers , consultants, and representatives
G n �►Ipa Additiot�.�i_tE1SUt In addition to owner, the following parties shall be
named as additional insured on the following policies
A d ' o�'"°'i n "; ;�. nr Policies
2882271
N5-L (MGW)
23
EXHIBIT D
OPT-OUT NOTICE
24
288227_i
NSA (MGW)
EXHIBIT E
IMPLEMENTATION SCHEDULE
25
288227 -
N5 -L (MGW)
Attachment 2
Administrative Fee Agreement
1 (O &V �q�vc� �tiy of
�oi aitle ) �11'
C` -
(Organization)
agree that said organization will pay the Glenview Consulting Group, Ltd, an administrative fee M p r.00
if chosen as the winning bidder in the RFP. The administrative fee shall be paid on at least a Fob
calendar quarterly basis. The fee amount is $0.00025/kWh for all electricity consume y and 13.s F
paid for members of the Buying Group. if the initial agreement is renewed, winning bidder
agrees to pay the fee during the renewal period(s). Only suppliers agreeing to the administrative
fee and signing this Attachment are eligible to submit quotes. All checks are to be made payable
to the Glenview Consulting Group, Ltd, and are due within 45 days of the end of the quarter. The
term of the administrative fee is equal to that of the signed Service Agreement, including any
X s or renewals e)
RFP Attachment 3
Bidder agrees that all information presented in its Response to Qualifications for
Municipal Aggregated Electricity Supply for Member Communities of the
Northern Illinois Municipal Electric Collaborative, dated z� z are accurate
and there have been no material changes to that information. J31ddgr also agrees to
terms and conditions set forth in the Request for Proposal dated !2V ta. . Any
exceptions are noted on attached exhibit and made part of this Attachment.
tName)
tz
('title)
(Company)
Date.
AFFIDAVIT OF COMPLIANCE WITH RAW GAP
AS ORDERED By THE ILLINOIS COMMERCE COMMISSION ON APRIL d, 2012
RELATINO TO THE CONFIDENTIALITY OF THE CONSUMER DATA OF RETAIL
. SUPPLIEWS CUSTOMERS
The undersigned as authorized representative of the Company and with the intention to bind the
Company identified below ("Company "), after being duty sworn under oath, hereby attest to the
truth of tite following statements and agrees that the Company shall comply with all the terms
and conditions set forth in Oils affidavit relating to municipal aggregation for any and all
municipal or county governments located anywhere I the State of Illinois for which Company
has made an offer to supply eleotricity or has recelved any information relating to the supply of
electricity or has been provide consumet�related information or confidential information (herein
collectively referred to as "Governmental Authority"):
1. The Affiant as an authorized representative of the Company has identified below the
signature line at the bottom of this affidavit Its full legal name, mailfng and location address, and
authority of the representative signing this Affidavit to bind the Company to all the terms and
conditions set forth herein.
2. The purpose of the Affidavit is to comply with the requirements of the Order of the
Illinois Comm% Commission hi the investigation of Rate GAP pursuant to Section 9 -250 of
'the Public Utilities Act ( "SI'A Act ") as It relates to the protection of a confidentiality of customer
data of retail electrical suppliers' customers pursuant to the Order entered on April 4, 2012 by
the Commission (the order and all terms of the rate GAP referred to In the order shall herein
collectively be referred to as the "Order"). The Company has authorized the Afflant to sign on
Its behalf and the Company has agreed to the terms of this Affidavit based upon the stated
purpose. Company farther acknowledges and agrees that It has knowledge of the Order and IPA
Act and agrees to abide by all their terms. The Company warrants and agrees that any consumer-
related information as referred to in the Order and provided to the Company shall be treated as
confidential information and treated only as provided under the terms of the Order and this
affidavit.
3. The Company will, as a material condition to any contract or other agreement with
any Governmental Authority and with any third party it may engage to assist In any aspect of any
contract or other agreement and as a condition of receiving any Information relating to municipal
aggregation, comply with each of the following and hereby agrees to each of the following:
A. Company shall establish and follow appropriate protocols'to preserve the
confidentiality of customer- speelfic Information as may be provided to the Company and shall
preserve the confidentiality of ail such consumer- speelfle Information as required by the Order,
IPA Act, or other applicable law or regulation.
B. Company shall establish and follow appropriate protocols to limit the use of such
customer - specific information strictly as set forth in the Older, IPA Aot or any other applicable
law or regulation.
C. Company shall establish and follow appropriate protocols to limit the use of such
customer - specific information only to effectuate the provisions of Section 1-92 of the TPA Act,
E. Company shall reasonably limit the number of authorized representatives of the
Company and any third party who may need access to the consumer - related Information to best
protect theconfldontial information,
D. Company shall establish and fbllow such other appropriate protocols and procedures
as may be necessary or appropriate to comply with any and all applicable terms and conditions of
the Order, IPA Act, and any agreement of any kind or naturo with the Governmental Authority
and any other applicable law or regulation.
l3. Company agrees not to disclose, use, sell, or provide any customer•speoifio
information to any firm, person or entity for any purposo outside of the aggregation program and
hereby acknowledges that suoh customer- spcoific Information remains the property of the
Governmental Authority and to be fully liable for any and all damages caused the
Governmental Authority by reason of any breach of.any provisions of this Affidavit, the Order,
the IPA Act or any other agreement with the Governmental Authority.
F. Afflant shall delete and/or destroy any and all customer- speoific information
described heroin or described li the Order or provided as part of municipal aggregation within 60
days after Company is provided that information.
" h no
zed Representativ e of Company
Full name of Authorized ktep resentative : (Print)
Full legal nano of (cf
Comnanv: CiM CA4livd d I 7 (print)
Full address of
BRE MI)A kk(-P Subscribed and Sworn this affidavit before to this
a
#W •ttA day of MAX 2012
SiC� �ey at Law
fey Ora iori i��y =0410 or. 1410 AA