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This record contains private information, which has been redacted from public viewing.
Record #: O2019-3426   
Type: Ordinance Status: Introduced
Intro date: 4/10/2019 Current Controlling Legislative Body: Committee on Housing and Real Estate
Final action:
Title: Execution of lease and right of entry agreements for ground-mounted solar photovoltaic electric generation systems project on City-owned vacant property
Sponsors: Emanuel, Rahm
Topic: AGREEMENTS - Lease
Attachments: 1. O2019-3426.pdf
OFFICE OF THE MAYOR
CITY OF CHICAGO
RAHM EMANUEL
MAYOR
April 10, 2019










TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO


Ladies and Gentlemen:

At the request of the Commissioner of Fleet and Facility Management, I transmit herewith ordinances authorizing the execution of right-of-entry agreements.

Your favorable consideration of these ordinances will be appreciated.,


Very truly yours,


Mayor
ORDINANCE

WHEREAS, the City of Chicago is an Illinois municipal corporation and home rule unit of government ("City"); and

WHEREAS, the City owns vacant parcels of real property located at 1833 North Latrobe Avenue, 611 West 57th Street, 915 West 120th Street, 850 West 122nd Street, 12301 South Martin Luther King, Jr. Drive, 1107 East 133rd Street and 10601 South Torrence Avenue, all in Chicago, Illinois (each a "Site" and together the "Sites"); and
WHEREAS, on October 1, 2018 the Chicago Infrastructure Trust, an Illinois not-for-profit corporation ("CIT"), in coordination with the City, acting through its Department of Fleet and Facility Management ("2FM"), issued a Request for Proposals to Design, Build, Finance, Own, Operate, and Maintain Ground-Mounted Solar Photovoltaic Electric Generation Systems on City of Chicago Owned Vacant Land (the "RFP," a copy of which is attached to this ordinance as an exhibit); and
WHEREAS, 2FM has entered into or intends to enter into negotiations with one or more of the respondents to the RFP (each a "Respondent" and together the "Respondents") for ground leases for the Sites (each a "Lease," a sample of which was attached to the RFP as Exhibit C); and
WHEREAS, the term of each Lease shall not exceed 25 years and the annual rent charged thereunder shall not exceed $1; and
WHEREAS,- pursuant to the Leases the Respondents shall be authorized and required to design, build, finance, own, operate, and maintain ground-mounted solar photovoltaic electric generation systems on the Sites; and
WHEREAS, it is anticipated that the Respondents will require access to the Sites for purposes of due diligence prior to executing the Leases; and
WHEREAS, pursuant to Section 2-51-050(1) of the Municipal Code of Chicago (the "Municipal Code"), the Commissioner of 2FM (the "Commissioner") has therefore entered into and may enter into right-of-entry agreements (or other similar documents) (the "Right-of-Entry Agreements") for the temporary and limited use and occupancy ofthe Sites by the Respondents for due diligence purposes prior to the execution ofthe Leases; and
WHEREAS, it is anticipated that the City may purchase electricity generated at the Sites from one or more of the Respondents pursuant to Section 2-51-050(q) of the Municipal Code of Chicago (the "Municipal Code"); now, therefore,

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

SECTION 1. The above recitals are incorporated herein and made a part hereof.
SECTION 2. The Commissioner or a designee thereof is hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to execute and deliver one or more Leases for one or more of the Sites with one or more of the Respondents, and such other supporting documents as may be necessary or appropriate to carry out and comply with the provisions of the Leases, with such terms and conditions as shall be approved by the persons



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executing the Leases and such other supporting documents. The Commissioner is also hereby authorized to: (1) extend the terms of the Right-of-Entry Agreements beyond the maximum 180 days permitted by Section 2-51-050(1) ofthe Municipal Code; and (2) indemnify the Respondents under the Right-of-Entry Agreements and/or the Leases regarding the pre-existing environmental conditions ofthe Sites. The Commissioner shall provide copies ofthe Right-of-Entry Agreements and the Leases to the City Council by means of filing with the City Clerk.

SECTION 3. If any provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any ofthe other provisions of this Ordinance.
SECTION 4. All ordinances, resolutions, motions or orders in conflict with this Ordinance (including but not limited to Section 2-51-050(1) ofthe Municipal Code) are hereby repealed to the extent of such conflict. No provision of the Municipal Code or violation of any provision of the Municipal Code shall be deemed to impair the validity of this ordinance or the instruments authorized by this ordinance or to impair the security for or payment of the instruments authorized by this ordinance; provided further, however, that the foregoing shall not be deemed to affect the availability of any other remedy or penalty for violation of any provision ofthe Municipal Code.

SECTION 5. This Ordinance shall be in full force and effect immediately upon its passage.

































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Ordinance Exhibit, RFP (see attached)



















































|1010|Request for Proposals (RFP) to Design, Build, Finance, Own, Operate, and Maintain Ground-Mounted Solar Photovoltaic Electric Generation Systems on City of Chicago Owned Vacant Land





In coordination with the City of Chicago and the Department of Fleet and Facility Management (2FM)
Issued by: The Chicago Infrastructure Trust Issued on: October 1, 2018
RFP Responses Due: No Later Than 1:00 p.m. CT on Friday, November 30, 2018

All responses must be addressed and delivered to: Chicago Infrastructure Trust 35 E. Wacker Drive, Suite 1450 Chicago, Illinois 60601




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Table of Contents|109|Project Description|910|Introduction|910|Overview of Opportunity|910|Project Goals and Objectives 2
Procurement Timeline|910|Chicago Infrastructure Trust Background Information|9109|RFP Response - Proposal Submittal Process|910|Pre-Submission Conference|910|Project Site Visits.. 3
Proposal Submission Instructions|9109|Proposal Requirements|910|Proposal Format Requirements|910|Proposal Content & Organization|9109|Proposal Evaluation and Post-Selection Process|910|Responsiveness Evaluation|910|Scored Evaluation|910|
Qualifications and Experience|910|Project Approach|910|
Technical Approach|910|Community Approach 9
Financial Approach 9
Operations and Maintenance .- 10
Workforce Utilization 10
Additional Considerations 10

Requests for Additional Information 10
Requests for Proposal Revisions 11
Proposal Evaluation 11
Interviews with RFP Respondents 11
Best and Final Offer 12
Post-Selection Process 12|109|Additional RFP Terms and Conditions 12
Proposal Submission Rules 12
Respondent Representative 13
CIT RFP Primary Contact Person 13

Chicago Solar - Ground Mount RFP
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Respondent Request for Clarification 13
Addenda 14
Respondent Team Members Participating on More Than One Team 14
Use of Information 15
Transparency Website; Trade Secrets 15
No Liability for Costs ¦ 16
Taxes Included in Proposal Prices 16
Protests 17
Communications Among Respondents 17
Prohibition on Certain Contributions - Mayoral Exec. Order No. 2011-4 17
5.14. False Statements 19
5.15 Title VI Solicitation Notice 19
5.16 . Conflict of Interest 20
Interpretation 20
Respondent Communications 21
State of Illinois Equal Employment Opportunity Clause 21
Examination and Interpretation of Documents and Information 22
Freedom of Information Act (FOIA) 23
Compliance with Laws 23
Property of Submissions 23
Environmental Requirements ...23|109|Reserved Rights & Disclaimer 25
CIT and City Reserved Rights 25
Disclaimer 26|109|Definitions 26
EXHIBIT A: PROPOSAL SUBMITTAL REQUIREMENTS 29
1 Section 1 - General Information 29
Part A - Proposal Cover Letter (Form 2) 29
Part B - Executive Summary - 2 Page Maximum 29
Part C - RFP Respondent Team Information (Form 3) 29
Part D - Management Structure 29
Part E-Ability to Meet MBE/WBE Participation Plan-2 page maximum 30
Part F - Workforce Development Plan - 2 page maximum 30
Part G - Local Manufacturing and Materials Sourcing Plan 31


Chicago Solar - Ground Mount RFP
|1010||109|Section 2-Qualifications 31
Part A - Project Experience and References 31
Part B - Key Personnel .' 32
Part C - Financial Capability 33|109|Section 3 - Project Approach 34
Part A - Overall Project Delivery Approach - 2 Page Maximum 34
Part B - Technical Approach - 5 Page Maximum (not including site plans) 34
Part C - Community Approach - 6 Page Maximum 37
Part D - Financial Approach - 5 Page Maximum 39
Part E - Operations and Maintenance Plan - 3 pages 40|109|Section 4-Administrative Submittals 40
Part A - Proposal Checklist (Form 1) 40
Part B - Confidential Content Index 41
Part C - Legal Stipulations 41
Part D - Conflicts of Interest 41
Part E - Insurance 42
Part F-Exceptions To RFP 42
Part G - EDS Economic Disclosure Form(s) (Form 7) 42
EXHIBIT B: SITE INFORMATION 43
EXHIBIT C: TEMPLATE LEASE AGREEMENT 50
EXHIBIT D: INSURANCE REQUIREMENTS 122
EXHIBIT E: REQUEST FOR CLARIFICATION ("RFC") TEMPLATE 129
EXHIBIT F: M/WBE PARTICIPATION - DOCUMENT TEMPLATES 130
EXHIBIT G: RIGHT OF ENTRY AGREEMENT 166
FORM 1: RFP RESPONSE CHECKLIST 178
FORM 2: PROPOSAL COVER LETTER TEMPLATE 180
FORM 3: RFP RESPONDENT TEAM INFORMATION 182
FORM 4: PROJECT EXPERIENCE AND REFERENCES 184
FORM 5: PRICING FORM 185
FORM 6: ECONOMIC DISCLOSURE STATEMENT 186
EDS Submission 186
EDS Frequently Asked Questions 201
FORM 7: SITE WAIVER : 202




Chicago Solar - Ground Mount RFP
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EXHIBIT INDEX

EXHIBIT A PROPOSAL SUBMITTAL REQUIREMENTS
EXHIBIT B SITE INFORMATION
EXHIBIT C LEASE TEMPLATE
EXHIBIT D INSURANCE REQUIREMENTS
EXHIBIT E REQUEST FOR CLARIFICATION ("RFC") TEMPLATE
EXHIBIT F M/WBE PARTICIPATION - DOCUMENT TEMPLATES
EXHIBIT G RIGHT OF ENTRY AGREEMENT



FORM INDEX
FORM 1 FORM 2 FORM 3 FORM 4 FORM 5 FORM 6 FORM 7
RFP RESPONSE CHECKLIST PROPOSAL COVER LETTER TEMPLATE RFP RESPONDENT TEAM INFORMATION
PROJECT EXPERIENCE AND REFERENCES CONTACT INFORMATION PRICING
ECONOMIC DISCLOSURE STATEMENT SITE WAIVER




























Chicago Solar-Ground Mount RFP

1 Project Description
Certain capitalized terms used herein shall have the meanings set forth in Section 7 -Definitions.
Introduction
On behalf ofthe City of Chicago ("City") and in close coordination with the Chicago Department of Fleet and Facility Management ("2FM"), the Chicago Infrastructure Trust ("CIT") is seeking a developer to design, build, finance, own, operate, and maintain ("DBFOM"), new ground-mounted solar photovoltaic (PV) electricity generation systems on City owned vacant land for the Chicago Solar-Ground Mount initiative ("CS-GM" or "Project").

The submissions ("Proposals") received in response to this Request for Proposals ("RFP") will be evaluated and ranked based on the criteria and process outlined herein. The top-ranked respondent(s) ("Selected Respondent(s)") will negotiate, and ultimately execute, a Project agreement ("PA" or "Contract") with the City and become the CS-GM developer ("Developer"), as described in this RFP.
Overview of Opportunity
The City of Chicago is invested in furthering the renewable energy economy in Illinois and ensuring that the expansion of the renewable energy economy benefits Chicagoans of all backgrounds. It has committed to using 100% clean and renewable energy in its public buildings by 2025. Now, in response to the incentives available through the State of Illinois Future Energy Jobs Act ("FEJA"), the City, through the Chicago Solar initiative, intends to promote and encourage clean renewable energy generation, within the City limits.

The Chicago Solar-Ground Mount Project incentivizes and catalyzes a local clean energy economy by offering below market rate long-term leases on select parcels of vacant City land when used for the generation of solar PV electricity. The City is offering the selected Developer a 25-year ground lease, with a rent of $1 USD per year, for each ofthe identified sites. The City is also offering to purchase a portion of the power generated by the resulting solar PV systems (up to the maximum allowed by FEJA incentive programs for anchor tenants, where applicable).

The City has identified seven (7) City-owned sites, totaling approximately 30-acres, with potential for solar PV systems to be directly interconnected with the Commonwealth Edison (ComEd) electric grid. Detailed site information can be found in Exhibit B. This RFP solicitation is seeking Proposals for solar PV systems on one, several, or all ofthe potential sites.

A sample Subscriber Lease Agreement is provided in Exhibit C of this RFP. It is anticipated that the developer will retain ownership of all SRECs produced.

Chicago Solar-Ground Mount RFP 1
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The Chicago City Council must approve and authorize any lease or other project agreement prior to execution.
Project Goals and Objectives
The CS-GM project is intended to highlight the City of Chicago's commitment to renewable energy sources while demonstrating the viability of solar PV projects and programs within Chicago. The City is hopeful the CS-GM Project will catalyze and promote the solar energy economy within the City and is interested in all proposals that maximize benefits to the community.

The City anticipates the CS-GM Project will:
o Catalyze further solar development projects within the City;
o Incentivize Illinois Solar for All projects that provide low-income Chicago
residents who live in Environmental Justice communities with opportunities to
meaningfully participate in.the solar economy; o Provide opportunities for Chicago residents to purchase energy from renewable
sources;
o Bring greater awareness to the general public about renewable energy production and avoided greenhouse gas emissions.
Procurement Timeline
The CIT anticipates, but is not bound to, conducting the procurement and implementing the Project on the following schedule:

RFP Schedule Description Date
RFP Issued October 1, 2018
Pre-Bid / Networking Conference October 18, 2018
Project Site Visits October 24 &25, 2018
Request for Clarification Deadline October 29, 2018
Proposal Due Date November 30, 2018
Respondent Interviews (if held) December 10-20, 2018
Selection of Selected Respondent December 31, 2018
Project agreement finalized January 31, 2019
All RFP schedule descriptions and dates are tentative and subject to change.


1.5 Chicago Infrastructure Trust Background Information
The CIT is a registered non-profit corporation organized and existing under the laws ofthe state of Illinois. The CIT is authorized/and governed pursuant to the provisions of Ordinance No. 02012-1366, adopted by the City Council ofthe City of Chicago, Illinois on April 24, 2012. The CIT's mission is to assist the City of Chicago, its sister agencies, and private industry in expanding their collective capacity to deliver transformative public infrastructure projects

Chicago Solar-Ground Mount RFP 2

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2 RFP Response - Proposal'Submittal Process
Pre-Submission Conference
A pre-submission conference and networking opportunity will be held on:

October 18, 2018 at 10:00 AM CT at Chicago Cultural Center Claudia Cassidy Theater
77 E Randolph St.
Chicago, IL 60601

The CIT invites all interested parties to attend. The purpose ofthe conference is to answer questions, clarify procurement provisions, and provide a forum for various firms of different sizes and specialties to meet and network.
Project Site Visits
All Respondents are welcome to inspect the proposed Project sites located at:

Site# Address |109|1833 N Latrobe Ave |109|611 W. 57th Street |109|915 W. 120th Street |109|850 W. 122nd Street |109|12301 S. King Drive |109|1107 E. 133rd Street |109|10601 S. Torrence Avenue
Site inspections will be limited to the following dates:
October 24, 2018
October 25, 2018

Further information about site visits will be posted on the CIT website at chicagoinfrastructure.org/initiatives/csgm .

In order to participate all attendees will be required to bring a signed waiver which can be found in RFP Form 7.

No allowance will be made for any difficulties that may be encountered in executing the work due to a failure ofthe Respondent to inspect the sites. Further information about the sites can be found in RFP Exhibit B.

If additional access to one or more of the sites is needed, the Respondent must first obtain a Right of Entry (ROE) from 2FM. Applications should be emailed to 2FMRealEstate@cityofchicago.org .
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An Example ROE can be found in RFP Exhibit G. Requirements for the ROE application can be found online at:
management/svcs/ right of.entry.html.
2.3 Proposal Submission Instructions
Number of Copies
Submit one (1) original printed Proposal, (in the format described below in Section 3.1), along with one (l) unbound printed copy, two (2) electronic copies, and one (1) redacted electronic copy on separate USB memory sticks.

The original Proposal must be clearly marked as "ORIGINAL", and all documents requiring a signature, must bear the Authorized Respondent's original signature. Printed RFP Proposal submissions should be identical to electronic copies.
Submission Address
Proposals must be delivered to the following address:

The Chicago Infrastructure Trust 35 E. Wacker Drive, Suite 1450 Chicago, Illinois 60601
Submission Labeling
All Proposal documents must be enclosed in sealed envelopes or packages, the outside of each must be labeled as follows:

Proposal Enclosed Chicago Solar-Ground Mount Project Request for Proposals Due 1:00 PM CT, Friday, November 30, 2018
Submitted by:
(Name of Respondent)
Package of
Submission Deadline Rules

Proposals must be received by the CIT no later than 1:00 PM CT on the Proposal Due Date.
Respondents must deliver their Proposals by hand or courier or U.S. Mail to the address set out in Section 2.3.2. The CIT will not accept Proposals sent by facsimile, electronic mail, telex, or other telegraphic means.
The determination of whether Proposals were received on time shall be based on the CIT's official time and date stamped on the receipt confirmation. The Respondent is solely responsible for ensuring it receives this stamped receipt confirmation.


Chicago Solar - Ground Mount RFP

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All Proposals received after the Proposal Due Date and time will be rejected and will not be eligible for evaluation.
The CIT's opening of Respondents' sealed envelope(s) or package(s) containing a Proposal shall not constitute acceptance by the CIT of Respondent's Proposal. The CIT reserves the right to open and inspect all such sealed envelope(s) or package(s) for any purpose, regardless if they were submitted by the due date and time specified herein.

Proposal Requirements
Proposals submitted in response to this RFP must provide enough information to evaluate and competitively rank the Respondents based on the RFP evaluation criteria described in Section 4. The various types of information to be submitted along with the format and organization are summarized in this Section 3 and further described in RFP Exhibit A.
Proposal Format Requirements
Proposals must conform to the following requirements to be considered a compliant submission:
Proposals should be prepared using a font no smaller than 11-point, on 8 Yt" X 11" letter size paper, printed double-sided, and bound on the long side.
The Respondent is to limit each subsection of their Proposal to the maximum number of pages indicated below in Section 3.2.2, where applicable. Page limitations mean a single-sided page. CIT will disregard pages that exceed stated page limitations. Blank pages for spacers or separators, provided they are marked "this page intentionally blank", will not count toward the page limit.
Electronic copies ofthe Proposal should be provided on clearly marked USB format memory sticks. The Project name, the Respondent name, and memory stick numbering should appear on each USB format memory stick.
Electronic copies should be provided in a searchable, text recognized PDF format that is created from software. Scanned images are not acceptable.
In the event of any conflict or inconsistency between the Proposal marked "Original" and any copy, the "Original" Proposal shall take precedence.
Proposal Content & Organization
Proposals must contain all the information described in this Section. All forms must be completed in full.
3.2.1 Proposal Organization
Proposals must be clearly subdivided into the sections listed below. The subject matter content of each Proposal section is itemized below in Section 3.2.2 and detailed in Exhibit A. Each separate section and individual subsection should be clearly identified and/or separated by labeled tabs.

• Section 1: General Information

cago Solar-Ground Mount RFP 5

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Section 2: Qualifications and Experience Section 3: Project Approach Section 4: Administrative Submittals

3.2.2 Required Content
Each Proposal must include all the submittals outlined in the table below. Further information on each submittal requirement is provided in Exhibit A. Maximum page limits refer to a single-sided page.

^eir^iph^l^^eneralInformation V:/;'.^ ] 'J-.: 'v^-^^'^^^'i^!
' Page Omit ^Crosy-Reference^^-^
Part A Proposal Cover Letter (Form 2) 1 page Exhibit A-Section 1.1
Part B Executive Summary 2 pages Exhibit A-Section 1.2
Parte Respondent Team Information (Form 3) N/A Exhibit A- Section 1.3
PartD Management Structure 3 pages Exhibit A-Section 1.4
PartE MBE/WBE Participation Plans 2 pages Exhibit A- Section 1.5
PartF Workforce Development Plan 2 pages Exhibit A-Section 1.6
PartG Local Manufacturing and Materials Purchase Plan 2 pages Exhibit A-Section 1.7


Part A Project Experience (Form 4) 5 project max. Exhibit A-Section 2.1.1
Reference Summary (Form 4) 5 project max. Exhibit A-Section 2.1.2
Part B Key Personnel Resumes 1 page per Exhibit A-Section 2.2.1
PartC Financial Capability N/A Exhibit A-Section 2.3

• Cross- ff^rence^;r?'-f 1
Part A Overall Project Delivery Approach 3 pages Exhibit A-Section 3.1
Part B Technical Approach 5 pages Exhibit A - Section 3.2
PartC Community Approach 6 pages Exhibit A - Section 3.3
PartD Financial Approach (including Form 5) 5 pages Exhibit A - Section 3.4
Part E Operations and Maintenance Plan 3 pages Exhibit A - Section 3.5

iillllll
Part A Proposal Check List (Form 1) N/A Exhibit A - Section 4.1
PartB Confidential Contents Index 1 page Exhibit A - Section 4.2
PartC Legal Stipulations N/A Exhibit A-Section 4.3
Part D Conflicts of Interest N/A Exhibit A - Section 4.4
Part E Insurance N/A Exhibit A - Section 4.5
Part F Exceptions N/A Exhibit A - Section 4.6
PartG EDS - Economic Disclosure Form(s) (Form 7) N/A Exhibit A - Section 4.7

Chicago Solar-Ground Mount RFP 6

4 Proposal Evaluation and Post-Selection Process
Responsiveness Evaluation
Upon receipt, each Proposal will be reviewed for conformance to the RFP instructions regarding organization, format, and required content. Proposals that are missing substantial information, to the extent where a full evaluation could not occur, will be deemed unresponsive and will not be eligible for further evaluation and eliminated from consideration.
4.1.1
Right to Exclude Proposals from Consideration or to Waive Mistakes Those Proposals not responsive to the RFP may be excluded from further consideration. The CIT and the City may also exclude from consideration any Respondent whose Proposal contains any material misrepresentations.

Additionally, any one or more ofthe following causes may be considered sufficient for the rejection of a Respondent's Proposal regardless of Respondent's qualifications with respect to the other evaluation criteria set forth in Section 4.3; this list of causes is not exhaustive, and the CIT and the City reserve the right to reject any Proposal in its sole and absolute discretion:
Evidence of collusion among Respondents
Non-responsibility, as determined by the City in its sole judgment and discretion
Default or arrearage on any contract or obligation with the City or other government entity, including debt contract, as surety or otherwise
Submission of a Proposal that is incomplete, conditional, ambiguous, obscure or containing alterations or irregularities of any kind
Evidence of improper lobbying efforts toward members of City Council and/or officers or employees ofthe City
Failure to comply with the terms and conditions of this RFP

The CIT and the City reserve the right to waive minor informalities, irregularities, and apparent clerical mistakes that are unrelated to the substantive content ofthe Proposals.
4.2 Scored Evaluation
Such Proposals that have been deemed responsive will be evaluated and scored according to each of the evaluation criteria described in this Section 4.2. The following table provides a summary ofthe scored evaluation criteria categories and the relative weighting applied to the scoring of each:

iiEyaiuatiiblni^
1. Qualifications and Experience 40%
2. Project Approach 35%
3. Workforce Utilization 25%

Chicago Solar-Ground Mount RFP 7.

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Qualifications and Experience
CIT will evaluate the Respondent's experience in successfully managing, designing, constructing and operating projects of similar scope and complexity, based on experience with the following:
The extent and depth of the Respondent's experience with comparable projects;
The extent and depth of experience of the Respondent's project management team and Key Personnel with comparable projects, project delivery methods, and roles;
The demonstrated capability and experience identified in the Respondent's management structure and Key Personnel regarding design, construction, utility coordination, environmental mitigation, operations and maintenance;
Designing and constructing within the City of Chicago, including interfacing with other contractors/projects in the local and immediate vicinity ofthe referenced Project;
Preparing ready to issue construction documents in the City of Chicago, including experience with City of Chicago permitting and approval processes;
Coordinating with utilities and public-sector agencies impacted by the construction activity;
Delivering quality projects on time and within the original budget;
Safety record on the past projects;
Operations and maintenance record with demonstrated consistent service provision without undue interruption;
Demonstrated financial capability of Respondent to deliver Project.
Project Approach
i) Technical Approach
Proposals will also be evaluated based on the Respondent's proposed technical approach for delivering the Chicago Solar-Ground Mount Project, based on the following:
The extent to which Respondent's approach demonstrates a full and thoughtful understanding of the Project goals and objectives outlined in Section 1.3;
The extent to which the Respondent's approach demonstrates an understanding of inherent challenges and Project risks that may arise during all Project phases, and potential solutions, innovations, and value engineering that could be implemented to minimize these challenges and risks;
e The extent to which the Respondent's conceptual design submittals utilize the Project sites to maximize generation capacity;
The extent to which the conceptual site plan submission evidences a thoughtful process that addresses existing site condition constraints, and how Project design interfaces with, and responds to, the surrounding area;
The reasoning behind why Respondents have selected proposed sites for PV system installation from the suggested site list provided by 2FM.

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ii) - Community Approach 1
Projects that provide opportunities for Chicago residents of all backgrounds to meaningfully participate in the solar economy will be favorably considered.

The City is interested in all proposals that maximize benefits to the community, particularly low-income and environmental justice participants. While community solar through the Illinois Solar for All program is the most obvious vehicle for providing these benefits, we will consider the community benefits brought through any proposal, regardless of whetherthat project is community solar, participates in Illinois Solar for All, or would utilize the City as an anchor subscriber.

Respondent's planned approach will be evaluated based on the following criteria:
The extent to which the Respondent's proposal demonstrates a relevant and thoughtful approach to community outreach and participation that takes into account the racial and cultural complexities of Chicago;
The extent to which Respondent's proposal provides opportunities for Chicago residents to purchase solar energy. Those projects that allow residents from low-income/environmental justice communities opportunity to purchase solar energy will be favorably considered;
The extent to which the Respondent's approach demonstrates a full and thoughtful understanding of the FEJA incentive program they propose to utilize, including the approvals and accreditation process, and the ways which FEJA programs can be utilized to fulfill the Project goals;
The extent to which the Respondent's proposal demonstrates a relevant and thoughtful approach to subscriber participation. The approach should provide maximum benefit to subscribers (bill savings) and an easy to understand sign­up process with minimal requirements or hidden costs;
The extent to which the Respondent's approach to marketing demonstrates understanding of the inherent challenges that may arise and provides potential solutions and innovations to minimize these challenges;
The extent to which the Respondent's Customer Service Plan understands the need to provide ongoing support and communication for subscribers and the capability and experience of the identified key personnel and management structure to deliver the plan.

iii) Financial Approach
Respondent's proposed financial approach for delivering the CS-GM Project, will be
evaluated based on the following:
• Viability of proposed financial structure including;
o Reasonable cost estimates for Project delivery: fabrication, installation, and operations and maintenance
o Reasonable estimates for sale of SRECs and application of tax credits



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« Value delivered to the City of Chicago and its Residents based on estimated total energy generated (kW), estimated total annual energy production forecast (kWh), proposed price per kWh produced ($/kWh). Proposals where energy value is balanced between the City and community subscribers, will be looked upon favorably. The City prefers that neither stakeholder subsidize the other.

iv) Operations and Maintenance '
Respondents will be evaluated on the completeness and quality of their operations and maintenance plan, along with demonstrated past experience.
Workforce Utilization
Projects that provide opportunities for Chicago residents of all backgrounds to meaningfully participate in the solar workforce will be favorably considered. Including projects that provide opportunities for Chicago residents to gain technical skills and qualifications that are transferable outside the solar workforce. Respondents will be evaluated and scored on the following:
Relevance and quality ofthe proposed MBE/WBE utilization plan. Respondents are reminded that MBE or WBE participation may be met by establishing a joint venture with one or more MBEs or WBEs as prime contractor, evaluations will consider the extent of the MBE's or WBE's participation in such joint venture;
Relevance and quality of the proposed Workforce Development Plan, with consideration proportionate to the credit or consideration any such workforce development initiatives are afforded in ordinances that may be the basis of such initiatives;
Relevance and quality of the proposed local manufacturing, assembly and/or materials purchase plan;
Relevance and quality of the proposed job training plan;
Respondent's demonstrated past project experience utilizing and successfully incorporating MBE/WBE and local hiring participation in projects;
Additional Considerations
Exceptions taken to RFP requirements (particularly the Template Lease Agreement terms and conditions);
Legal Stipulations;
Economic Disclosure Forms.
4.3 Requests for Additional Information
The CIT and the City may, at any time after receipt of Proposals, request from specific Respondents additional information, clarification, verification, or certification, of any aspect of its Proposal. Any such request shall be in writing to Respondent's designated representative. Respondent shall respond to any such ' requests within two Business Days (or such other time as is specified by CIT) from



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receipt ofthe request. Upon receipt, the Proposal may be re-evaluated to factor in the additional information.
Requests for Proposal Revisions
The CIT and the City may, at any time after receipt of Proposals, determine that it is appropriate to request changes to the Proposals ("Proposal Revisions"). The written request for Proposal Revisions will be sent to all Respondents and will identify any revisions to the RFP along with the terms and conditions applicable to the Proposal Revisions, including identifying a time and date for delivery. If Proposal Revisions are requested, the term "Proposal," as used in the RFP, shall mean the original Proposal, as modified by the Proposal Revision. Each Respondent may determine in its discretion whether to deliver the requested Proposal Revisions. Upon receipt of Proposal Revisions, the CIT and the City will re-evaluate the Proposals as revised and will revise scoring as appropriate following the process described above.
Proposal Evaluation
The CIT and City anticipates utilizing an Evaluation Committee ("EC") to review and evaluate the Proposals in accordance with the criteria described in Section 4.2. The EC may include representatives ofthe CIT, the City, and technical experts. The CIT reserves the right to enlist independent consultants to assist with the evaluation of any portion ofthe Proposals, as it deems necessary.

After the EC completes its evaluation and finalizes its Respondent rankings, it may submit to senior City officials ("Selection Committee") its recommendation for approval to move the highest scored Respondent to the next phase of the procurement.
Interviews with RFP Respondents
The CIT and City reserves the right to conduct Respondent interviews. The CIT and City may invite any, or all, RFP Respondents to participate in such Respondent interviews. After a preliminary review ofthe Proposals, the Evaluation Committee will determine which, if any, Respondents will be invited to participate in a Respondent interview. The purpose ofthe interviews will be to further understand the Respondent's Proposal and to meet key members ofthe Respondent's team. The CIT may request clarification of a Respondent's Proposal during the interview and the CIT may treat these clarifications in the same fashion as clarifications provided in writing in accordance with RFP Section 4.4. Proposal evaluations may be informed and/or adjusted in light of information received as part of the Respondent interview process.

The CIT is under no obligation to conduct Respondent interviews. No statement, consent, waiver, acceptance, approval or anything else said or done in any interview by the CIT or the City, or any of their respective representatives, or employees will

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have the effect of amending or waiving any provision ofthe RFP or be binding on the CIT or the City, nor may any of the foregoing be relied upon by any Respondent, or Team Member, except when and only to the extent expressly confirmed in an Addendum to this RFP.
Best and Final Offer
The CIT and City, at their discretion, may decide to seek best and final offers from one or more Respondents. The CIT and City may only request best and final offers once. Respondents may not request an opportunity to submit a best and final offer. Any requests for best and final offer shall be in writing to Respondent's designated representative. Such request for best and final offers will state the criteria to be covered and the date and time in which the best and final offer must be returned. Proposal scores will be adjusted in light ofthe new information received in the best and final offer.
Post-Selection Process

Contract Negotiations
The Selected Respondent will work collaboratively with the CIT and the City to fully negotiate and finalize the project agreement including the subscriber agreement and lease agreement.

Other requirements at this stage will include:
A construction worker health and safety plan
A waste management plan
Contractor's affidavits of waste disposal locations

If the City determines that it is unable to reach mutually acceptable Contract terms with the Selected Respondent, the City may terminate negotiations with the Selected Respondent and negotiate with the next highest-ranked Respondent(s) until such time as the City has negotiated a Contract meeting its needs.
City Council Approval
The Chicago City Council must approve and authorize the Project transaction prior to the execution of any project agreement.

5 Additional RFP Terms and Conditions
5.1 Proposal Submission Rules
Respondents are required to conduct the preparation of their Proposals with professional integrity. Respondents must communicate only with the CIT in connection with this procurement. All questions must be submitted in writing as a'

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request for clarification as per Section 5.4 and sent to the CIT RFP Primary Contact Person identified in Section 5.3. No telephone calls will be accepted. Respondents are liable for all errors and omissions incurred by Respondents in preparing the Proposal. Respondents will not be allowed to alter their Proposal documents after the Proposal Due Date unless approved by CIT in writing.
Respondent Representative
Each Respondent shall be represented by a duly appointed and authorized representative ("Respondent Representative" or "Representative") for the purpose of submitting the Respondent's Proposal; and later, if invited, to participate in the Contract negotiation process. The Respondent Representative shall have the power and authority to bind all members ofthe Respondent's team for the purposes of this RFP.
CIT RFP Primary Contact Person
The designated Contact Person for the RFP process is:

George Marquisos
Managing Director
The Chicago Infrastructure Trust
35 East Wacker Drive
Suite 1450
Chicago, Illinois 60601
E-mail: SOI_AR@chicagoinfrastructure.org
Respondent Request for Clarification
Any Respondent that has questions as to the meaning of any part of this RFP or the
Project, or who believes that the RFP contains any error, inconsistency or omission,
must submit its concern, in a written Request for Clarification ("RFC"), via email to
\ the Contact Person at SOLAR@chicagoinfrastructure.org .

The RFC must be submitted in a Microsoft Excel Worksheet format substantially in the form of Exhibit E and received no later than Request for Clarification deadline; see Section 1.4. RFCs submitted to anyone other than the Contact Person, or by any other means other than an e-mailed RFC will not be answered.

RFCs may, or may not, be responded to in writing, at the CIT's and the City's discretion. The CIT and the City reserve the right to respond to RFCs submitted past the deadlines set in this RFP, if such response is deemed by the CIT and City necessary; however, the CIT and the City strongly discourage Respondents from submitting any RFCs past the RFC deadline.

Respondents must clearly label any question or comment it deems confidential and/or proprietary as such. At its discretion, the CIT may provide any or all RFCs,

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without expressly identifying the originator, along with the CIT's responses, to all Respondents.

The CIT may rephrase questions as it deems appropriate and may consolidate similar questions. The CIT will post any responses on its website. Some questions or comments may be answered by an RFP Addendum, as outlined in Section 5.5.

Responses to RFCs are not part of the RFP and will not have the effect of amending the.RFP. Only responses that end up being incorporated as an Addendum to the RFP will modify or amend the RFP. To reiterate, CIT clarifications or responses to RFCs will have no force or effect whatsoever and shall not be relied upon by any Respondent. Any oral or written response (other than those addressed by Addenda) provided by the CIT or its representatives in connection with the RFP will not be binding on the CIT, nor will it change, modify, amend or waive the requirements of the RFP in any way.

It is the Respondent's obligation to seek clarification from the CIT on any matter it considers to be unclear in accordance with this RFP. The CIT is not responsible in any way whatsoever for any misunderstanding by the Respondent of this RFP, supporting or background information, responses to RFCs, or any other type of information provided, or communication made, by the CIT.
Addenda
If it becomes necessary to revise or expand upon any part of this RFP, clarifications and/or addenda will be posted to the CIT Website. Each clarification or addendum is incorporated as part ofthe RFP documents. Failure to acknowledge clarifications and/or addenda when submitting the Proposal will render the Proposal non-responsive. Any harm to the Respondent resulting from failure to obtain all necessary documents, for whatever cause, will not be valid grounds for a protest against award(s) made under this RFP solicitation.

RFP clarifications and/or addendum will be posted on the CIT Website. However, respondents are solely responsible for acquiring the necessary information or materials from the CIT Website. Failure to obtain addenda from the CIT Website will not relieve the Respondent from being bound by any additional terms and/or conditions in the addenda.
Respondent Team Members Participating on More Than One Team

5.6.1 ,. Prime Team Members
A Prime Team Member of any Proposal, or any Person related thereto, may not be a member in any capacity or otherwise participate in any other Proposal.


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MBE and or WBE Team Members
This RFP does not prohibit MBE or WBE team members of one Proposal from also being a member of another Proposal, provided that it is not listed as Prime Team Member in any Proposal.
Key Personnel
An individual identified as Key Personnel by any Proposal may not be involved in the submission of more than one Proposal.
Use of Information
The CIT and its representatives shall not be liable for any information or advice or any errors or omissions that may be contained in this RFP or the Addendum, appendices, data, materials or documents (electronic or otherwise) attached or provided to the Respondents pursuant to this RFP or otherwise with respect to the Project.

The CIT and its representatives make no representations or warranties, and there are no representations, warranties or conditions, either express or implied, statutory or otherwise, in fact or in law, with respect to the accuracy or completeness of this RFP or any Addenda, appendices, data, materials, background information or documents related thereto, and the CIT and its representatives will not be responsible for any claim, action, cost, loss, damage or liability whatsoever arising from any Respondent's reliance on or use of this RFP or any other technical or historical addenda, appendices, data, materials, background information or documents provided, delivered or made available by the CIT or its representatives.

Each Respondent is responsible for obtaining its own architectural, engineering, environmental, other technical, or professional advice with respect to the Project, the RFP, and any Addenda, appendices, data, materials or documents provided, delivered or made available or required by the CIT.
Transparency Website; Trade Secrets
Consistent with the City's practice of making available all information submitted in response to a public procurement, all Proposals, any information and documentation contained therein, any additional information or documentation submitted to the City as part of this solicitation, and any information or documentation presented to City as part of negotiation of a contract or other agreement may be made publicly available through the CIT's or City's Internet websites. However, Respondents may designate those portions of a Proposal which . contain trade secrets or other proprietary data ("Data") which Respondent desires remain confidential.





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To designate portions of a Proposal as confidential, Respondent must:
Mark the cover page as follows: "This RFP proposal includes trade secrets or other proprietary data."
Mark each sheet or Data to be restricted with the following legend: "Confidential: Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this Proposal."
Provide a USB memory stick with a redacted copy of the entire Proposal or submission in .pdf format for posting on the City's website. Respondent is responsible for properly and adequately redacting any data which Respondent desires remain confidential. If entire pages or sections are removed, they must be represented by a page indicating, that the page or section has been redacted. Failure to provide a USB memory stick with a redacted copy may result in the posting of an un-redacted copy.
Provide a written explanation ofthe basis under which each redacted item has been deemed confidential, making reference to the Illinois Freedom of Information Act (5 ILCS 140/1 et seq.).

Indiscriminate labeling of material as "Confidential" may be grounds for deeming a Proposal as non-responsive.

All Proposals submitted to the CIT and City are subject to the Freedom of Information Act. The CIT and City will make the final determination as to whether information, even if marked "confidential," will be disclosed pursuant to a request under the Freedom of Information Act or valid subpoena. Respondent agrees not to pursue any cause of action against the City with regard to disclosure of information.
No Liability for Costs
The City and CIT are not responsible for costs or damages incurred by Respondents, member(s), partners, subcontractors or other interested parties in connection with the RFP process, including, but not limited to, costs associated with preparing the Proposal and of participating in any conferences, site visits, oral presentations or negotiations.
Taxes Included in Proposal Prices
With few exceptions, materials purchased by the City of Chicago are not subject to the Federal Excise Tax. The Illinois Retailers' Occupation Tax, Use Tax, and Municipal Retailers' Occupation Tax do not apply to materials or services purchased by the City of Chicago.

Respondents shall include all other applicable federal, state, and local taxes, direct or indirect, in their Proposal Prices.

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Protests
The Respondent shall submit any protests or claims regarding this solicitation to the office of the Executive Director of the CIT, located at 35 East Wacker Drive, Suite 1450, Chicago, Illinois 60601. A pre-Proposal protest must be filed no later than the five (5) City working days before the Proposal Due Date, a pre-award protest must be filed no later than 10 City working days after the Proposal Due Date, and a post-award protest must be filed no later than 10 City working days after the award of the contract.

Protests will be decided by the Commissioner of the City's Department of Transportation (CDOT). All protests or claims must set forth the name and address of the protester, the specification title and/or number, the grounds for the protest or claim, and the course of action that the protesting party desires that the Commissioner of CDOT take.

The CDOT Commissioner will follow the City of Chicago Department of Procurement Services' Solicitation and Contracting Process Protest Procedures ("Procedures"), available at:
. citvofchicago.org/content/dam/city/depts/dol/rulesandregs/Solicitatio nandContractingProtestProcedures.pdf.

The CDOT Commissioner shall occupy the role of the CPO in these procedures. Accordingly, all references to the CPO in the Procedures shall be replaced with the Commissioner of CDOT, and all references to the office of the CPO shall be replaced with the office of the Executive Director of CIT, located at the address set forth above.
Communications Among Respondents
A Respondent shall not discuss or communicate, directly or indirectly, with any other Respondent, any information whatsoever regarding the preparation of its own Proposal or the Proposal ofthe other Respondent in a fashion that would contravene Applicable Law. Each Respondent shall prepare and submit its Proposal independently and without any connection, knowledge, comparison of information, agreement or arrangement, direct or indirect, with any other Respondent. This applies to Respondents, their Team Members, and their respective representatives.
Prohibition on Certain Contributions - Mayoral Exec. Order No. 2011-4 No Contractor or any person or entity who directly or indirectly has an ownership or beneficial interest in Contractor of more than 7.5% ("Owners"), spouses and domestic partners of such Owners, Design-Builder's subcontractors, any person or entity who directly or indirectly has an ownership or beneficial interest in any subcontractor of more than 7.5% ("Sub-owners") and spouses and domestic partners of such Sub-owners (Contractor and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall make a contribution

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of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee during (i) the bid or other solicitation process for this Contract or Other Contract, including while this Contract or Other Contract is executory, (ii) the term of this Contract or any Other Contract between City and Design-Builder, and/or (iii) any period in which an extension of this Contract or Other Contract with the City is being sought or negotiated.

Contractor represents and warrants that since the date of public advertisement of the specification, request for qualifications, request for proposals or request for information (or any combination of those requests) or, if not competitively procured, from the date the City approached the Contractor or the date the Contractor approached the City, as applicable, regarding the formulation of this Contract, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.

Contractor shall not: (a) coerce, compel or intimidate its employees to make a
contribution of any amount to the Mayor or to the Mayor's political fundraising
' committee; (b) reimburse its employees for a contribution of any amount made to
the Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee.

The Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.

Violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Contract, and under any Other Contract for which no opportunity to cure will be granted. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Contract, under Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision ' contained therein.

If Contractor violates this provision or Mayoral Executive Order No. 2011-4 prior to award of the Contract resulting from this specification, the CPO may reject Design-Builder's Proposal.

For purposes of this provision:

"Other Contract" means any agreement entered into between the Contractor and the City that is (i) formed under the authority of MCC Ch. 2-92; (ii) for the purchase,

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sale or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved and/or authorized by the City Council.

"Contribution" means a "political contribution" as defined in MCC Ch. 2-156, as amended.

"Political fundraising committee" means a "political fundraising committee" as defined in MCC Ch. 2-156, as amended.
False Statements

1-21-010 False Statements
Any Person who knowingly makes a false statement of material fact to the City in violation of any statute, ordinance or regulation, or who knowingly falsifies any statement of material fact made in connection with an application, report, affidavit, oath, or attestation, including a statement of material fact made in connection with a bid, proposal, contract or economic disclosure statement or affidavit, is liable to the city for a civil penalty of not less than $500.00 and not more than $1,000.00, plus up to three times the amount of damages which the city sustains because of the person's violation of this section. A person who violates this section shall also be liable for the city's litigation and collection costs and attorney's fees. The penalties imposed by this section shall be in addition to any other penalty provided for in the municipal code. (Added Coun. J. 12-15-04, p. 39915, § 1)
1-21-020 Aiding and Abetting.
Any person who aids, abets, incites, compels or coerces the doing of any act prohibited by this chapter shall be liable to the city for the same penalties for the violation. (Added Coun. J. 12-15-04, p. 39915, § 1)
1-21-030 Enforcement.
In addition to any other means authorized by law, the corporation counsel may enforce this chapter by instituting an action with the department of administrative hearings. (Added Coun; J. 12-15-04, p. 39915, § 1)
Title VI Solicitation Notice
The City in accordance with the provisions of Title VI ofthe Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all Respondents that it will affirmatively ensure that any contract entered into pursuant . to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.




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Conflict of Interest
If any Respondent (or any partner in a joint venture or partnership or any member ofthe limited liability company if the Respondent is a joint venture, partnership, LLP, or LLC) has assisted the City in the preparation of these RFP documents such that provision of such assistance would give Respondent an unfair advantage or otherwise impair the integrity ofthe procurement process, or if Respondent has an organizational conflict of interest that might compromise Respondent's ability to perform the contract, that Respondent may be disqualified from submitting a proposal. If applicable, Respondent must provide a statement and information disclosing its participation with respect to the RFP documents and/or potential organizational conflicts of interest.

Issues relating to conflicts or potential conflicts of interest will be considered on a case-by-case basis. If a Respondent has concerns regarding its potential conflicts of interest relative to this RFP, the Respondent may send a letter addressed to the CIT RFP Primary Contact Person and the Commissioner, detailing the basis for its concern, and seeking guidance on this issue, based on its circumstances. The City will make every effort to respond in a timely fashion.
Interpretation
In this RFP, words in the singular include the plural and vice-versa and; words in one gender include all genders, all references to dollar amounts are to the lawful currency ofthe United States of America, and the words "include", "includes" or "including" means "include without limitation", "includes without limitation" and "including without limitation", respectively, and the words following "include", "includes" or "including" will not be considered to set forth an exhaustive list.

Unless a contrary meaning is specifically noted elsewhere, the words "as required," "as directed," "as permitted" and similar words used in the RFP mean that requirements, directions of and permission of CIT are intended; similarly, the words "approved," "acceptable," "satisfactory" or words of like import mean "approved by," "acceptable to" or "satisfactory to" CIT. Words "necessary," "proper" or words of like import as used with respect to extent, conduct or character of Services specified shall mean that the Services must be conducted in a manner or be of character which is "necessary" or "proper" in the opinion of the CIT.

Any headings in this RFP are for convenience of reference only and do not define, limit, control or affect the meaning ofthe RFP provisions. In this RFP, unless the context otherwise requires, the terms "hereby," "herein," "hereof," "hereto," "hereunder" and any similar terms used in this RFP refer to this RFP. All section references, unless otherwise expressly indicated, are to sections of this RFP. All references to any Attachment or Exhibit or Addendum or document shall be deemed to include all supplements and/or amendments to any such documents. All references to any person or entity shall be deemed to include any person or entity

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succeeding to the rights, duties, and obligations of such persons or entities in accordance with the terms and conditions of this RFP.

Unless explicitly otherwise stated herein, all references in this RFP to the CIT's "discretion" means the CIT's unqualified subjective discretion and all references to the CIT's "judgment" means the CIT's unqualified subjective judgment.
Respondent Communications
During the entire Project procurement period, commencing with the issuance of this RFP and up to the final award of contract, there can be no direct communications between Respondents and employees ofthe City. Respondents must communicate only with the CIT regarding this RFP. All questions or requests for clarification must be submitted in accordance with Section 5.4 of this RFP. A Respondent that deviates from any of these requirements is subject to immediate disqualification from this RFP process.
State of Illinois Equal Employment Opportunity Clause
City Contractors are subject to the requirements of 44 III. Admin. Code 750 Appendix A, including the requirement to hire new employees in a way that minorities and women are not underutilized. Appendix A provides as follows:

EQUAL EMPLOYMENT OPPORTUNITY

In the event of the Design-Builder's non-compliance with the provisions of this Equal Employment Opportunity Clause or the Act, the Design-Builder may be declared ineligible for future contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and the contract may be cancelled or voided in whole or in part, and other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. During the performance of this contract, the Design-Builder agrees as follows:
That he or she will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, marital status, order of protection status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, military status or an unfavorable discharge from military service; and, further, that he or she will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any underutilization.
That, if he or she hires additional employees to perform this contract or any portion of this contract, he or she will determine the availability (in accordance with this Part) of minorities and women in the areas from which he or she may


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reasonably recruit and he or she will hire for each job classification for which employees are hired in a way that minorities and women are not underutilized.
That, in all solicitations or advertisements for employees placed by him or her or on his or her behalf, he or she will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, order of protection status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, military status or an unfavorable discharge from military service.
That he or she will send to each labor organization or representative of workers with which he or she has or is bound by a collective bargaining or other agreement or understanding, a notice advising the labor organization or representative ofthe Design-Builder's obligations under the Act and this Part. If any labor organization or representative fails or refuses to cooperate with the Design-Builder in his or her efforts to comply with the Act and this Part, the Design-Builder will promptly notify the Department and the contracting agency and will recruit employees from other sources when necessary to fulfill its obligations under the contract.
That he or she will submit reports as required by this Part, furnish all relevant information as may from time to time be requested by the Department or the contracting agency, and in all respects, comply with the Act and this Part.
That he or she will permit access to all relevant books, records, accounts and work sites by personnel ofthe contracting agency and the Department for purposes of investigation to ascertain compliance with the Act and the Department's Rules and Regulations.
That he or she will include verbatim or by reference the provisions of this clause in every subcontract-awarded under which any portion of the contract obligations are undertaken or assumed, so that the provisions will be binding upon the subcontractor. In the same manner as with other provisions of this contract, the Design-Builder will be liable for compliance with applicable provisions of this clause by subcontractors; and further it will promptly notify the contracting agency and the Department in the event any subcontractor fails or refuses to comply with the provisions. In addition, the Design-Builder will not utilize any subcontractor declared by the Illinois Human Rights Commission to be ineligible for contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations.
5.20 Examination and Interpretation of Documents and Information
Each Respondent is responsible for ensuring that it has all the information necessary to respond to this RFP and for independently informing and satisfying itself with

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respect to the information contained in this RFP, any materials that may be supplied throughout the RFP Process, and any conditions that may in any way affect its Proposal.
Freedom of Information Act (FOIA)
Respondents are advised that the CIT may be required to disclose the RFP documents and Proposals pursuant to Applicable Law, rules and regulations. Specifically, notwithstanding anything to the contrary stated in this RFP, disclosure of any information obtained by either party or any of its officials, employees, agents or representatives in connection with this RFP will be subject to the provisions of the Freedom of Information Act (FOIA) and all legal authorities relating thereto.

Respondents are also advised that the FOIA may provide protection for confidential and proprietary business information. Respondents are strongly advised to consult their own legal advisors as to the appropriate way in which confidential or proprietary business information should be marked as such in their Part I and Part II Submissions.

Subject to the provisions of the FOIA, the CIT will use reasonable commercial efforts to safeguard the confidentiality of any information identified by the Respondents as confidential but shall not be liable in any way whatsoever to any Respondent or Team Member if such information is disclosed under Applicable Law.
Compliance with Laws
Respondents shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and executive orders, all as may be in effect from time to time, Including Title 2, Chapter 2-156 ofthe Municipal Code of Chicago, pertaining to or affecting the Respondents. Upon the CIT's request, Respondents shall provide evidence satisfactory to the CIT of such compliance.

The contract(s) awarded will be governed by the laws ofthe State of Illinois, and is (are) deemed payable and performable in the City of Chicago and Cook County, Illinois. The venue for all disputes thereunder shall be in these jurisdictions.
Property of Submissions
Proposals will become the property of the CIT and will not be returned to the Respondent.
Environmental Requirements 5.24.1 Site Assessment and Investigation
The Developer shall perform and provide the City with a Phase I ESA compliant with ASTM E-1527-13 for the site(s) prior to and conducted, or updated, within 180 days prior to the conveyance of the site(s).



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Upon 2FM's request, the Developer shall perform studies and tests for determining whether any environmental or health risks would be associated with the development ofthe Project on the Property, including, without limitation, updating or expanding the Phase I ESA and performing initial or additional Phase II testing.

The Developer shall cooperate and consult with the City at all relevant times (and in all cases upon the City's request) with respect to environmental matters. 2FM shall have the right to review and approve the sufficiency ofthe Phase I and other environmental reports (if needed). The City must be named in a reliance letter for all environmental assessment reports produced concerning the Property. City shall grant Developer a right of entry, in the City's customary form and subject to City's receipt from Developer of required documentation (e.g., evidence of insurance and an Economic Disclosure Statement and Affidavit that is current as of the date ofthe right of entry), in order for Developer to perform or cause to be performed any structural, physical and environmental inspections ofthe Property as Developer deems necessary; provided, however, City shall have the right to review and approve the scope of work. The City reserves the right to reject any structural, physical and/or environmental inspection reports, including, but not limited to any Phase I or Phase II ESA reports, submitted to the City and conducted on the Property without a fully executed right-of-entry. The ROE Template can be found in RFP Exhibit G.

5.24.2 Waste Handling
Prior to removing soil from the site(s), the contractor is responsible for performing all soil/waste characterization sampling necessary for proper disposal.

At a minimum, any soil or soil gas not meeting the requirements of 35 IAC Section 742.305 must be removed. Any underground storage tanks ("USTs") identified must be removed and closed in accordance with applicable regulations including Title 41 of IAC Part 175 and any identified leaking USTs must be properly addressed in accordance with 35 IAC Part 734. Such work must be completed before installing ground-mounted PV systems at the site(s).

All soil must be disposed of at a properly licensed and permitted facility, as applicable, depending upon the results ofthe Phase II investigations and waste characterization sampling. The contractor shall provide the name(s) of all anticipated hauling contractors and soil disposal locations for 2FM review and approval prior removing soil from the site(s). The Contractor shall also be responsible for obtaining the proper IEPA Generator Number. The Contractor must fully execute the proper excavation, transportation and disposal of site soil material. If the Contractor wishes to change disposal locations, they must obtain permission from 2FM in writing BEFORE ANY MATERIAL MAY BE SENT TO THAT LOCATION. If soil is sent to a site that is not approved by 2FM, the Contractor must retrieve the soil and take it to an approved disposal site at no additional cost to the City.

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6 Reserved Rights & Disclaimer

6.1 CIT and City,Reserved Rights
The CIT and the City may investigate the qualifications and Proposal of any Respondent under consideration, may require confirmation of information furnished by a Respondent and may require additional evidence of qualifications to perform DBFOM obligations under the Contract. The CIT and the City reserve the right, in their discretion, to:
Deliver the Project in any manner that they, in their discretion, deem necessary;
Reject any or all of the Proposals;
Modify any dates set or projected in the RFP and extend any deadlines;
Cancel, modify or withdraw the RFP in whole or in part;
Terminate this procurement and commence a new procurement for part or all ofthe Project;
Terminate evaluations of Proposals received at any time, in its discretion;
Suspend, discontinue or terminate negotiations of the Contract at any time, elect not to commence negotiations of the Contract with any responding Respondent and engage in negotiations with other.than the highest ranked Respondent;
Modify the procurement process (with appropriate notice to Respondents);
i) Waive or permit corrections to data submitted with any response to the RFP
until such time as the CIT and the City declares in writing that a particular stage
or phase of its review ofthe responses to the RFP has been completed and
closed;
j) Permit submittal of addenda and supplements to data previously provided in a Proposal pursuant to a request for clarification issued by the CIT and the City until The CIT and the City declares that a particular stage or phase of its review ofthe responses to the RFP has been completed and closed;
k) Appoint evaluation committees to review Proposals, make recommendations and seek the assistance of outside technical experts and consultants in Proposal evaluation;
I) Disclose information contained in a Proposal to the public as described herein;
m) Waive deficiencies, informalities, and irregularities in Proposals; accept, review, evaluate, and score a nonconforming Proposal, or a Proposal that did not pass the pass/fail criteria, or seek clarifications or modifications to a Proposal;
n) Not issue a notice to proceed after execution of the Contract;
o) Request or obtain additional information about any Proposal from any source;
p) Disqualify any Respondent that violates the terms of the RFP;
q) Issue Addenda, including after the Proposal Due Date, and including changes
to conform the RFP to applicable legal requirements; and r) Exercise any other right reserved or afforded to the CIT and the City under the
RFP and applicable Law
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6.2 Disclaimer
The RFP does not commit the City to enter into a contract. The CIT and the City . assume no obligations, responsibilities or liabilities, fiscal or otherwise, to reimburse all or part ofthe costs incurred or alleged to have been incurred by parties considering a response to and/or responding to the RFP. All such costs shall be borne solely by each Respondent and Respondent team.

In no event shall the CIT and the City be bound by, or liable for, any obligations with respect to the Project until such time (if at all) as the Contract, in form and substance is satisfactory to the CIT and the City and has been authorized and executed by the City and, then, only to the extent set forth therein. In submitting a Proposal in response to the RFP, Respondent is specifically acknowledging these disclaimers.
7 Definitions

2FM: Means the City of Chicago Department of Fleet and Facility Management.

Addenda/Addendum: means supplemental additions, deletions, and modifications to the provisions of the RFP after the release date of the RFP.

Authorized Respondent/Respondent Representative: Has meaning set forth in Section 5.2

Business Day: Means business days (Monday through Friday, excluding legal holidays, or City shut-down days) in accordance with the City of Chicago business calendar.

Calendar Day: Means all calendar days in accordance with the world-wide accepted calendar.
CIT: Means Chicago Infrastructure Trust.
CIT Board: Means the board of directors for the CIT.
City: Means City of Chicago.
Commissioner: Means 2FM Commissioner, i.e. the Commissioner ofthe Chicago Department of Fleet and Facility Management (2FM).
Contact Person: Designated contact person for the RFP process set forth in Section 5.3. Developer: Means the Selected Respondent that has executed the Contract with the City. EC: Means Evaluation Committee(s).
Environmental Justice Communities: Will have the meaning set forth by the IPA and their Chicago Solar-Ground Mount RFP 26
34

administrator for the Illinois Solar for All Program.
FEJA: The Future Energy and Jobs Act, passed by the State of Illinois.
FOIA: Freedom of Information Act (5 ILCS 140/1 etseq.).
Lease Agreement: Has the meaning set forth in Section 1.2 and Exhibit C.
Key Personnel: Has the meaning set forth in Exhibit A, Section 2.2.
Lead Contractor: Means the member ofthe Respondent team, whether a single entity or joint venture, primarily responsible for the construction ofthe Project.

Lead Engineering/Design Firm: Means the member of the Respondent team, whether a single entity or joint venture, primarily responsible for the design and engineering ofthe Project.

Mayor: Means Mayor of the City of Chicago.

Minority Business Enterprise or MBE: Means a firm certified as a minority-owned business enterprise in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois.

Prime Team Member: Means any Team Member meeting one or more of the following criteria: 1) entity itself solely constitutes a Respondent, 2) entity holds any direct equity interest in a Respondent, 3) entity has been designated the Lead Contractor or Lead Designer, or 4) entity is generally described as having responsibility corresponding to 30% or more ofthe anticipated cost to complete project delivery ("Principal Participation").

Project or Chicago Solar or CS-GM: Means the Chicago Solar Ground Mount Project as described in this RFP.

Proposal: Has the.meaning set forth jn Section 1.1.

Proposal Due Date: Means the submission date and time deadline for the Proposal submission to the CIT, as set forth in Section 1.6.
Proposal Revision: Has the meaning set forth in Section 4.5.
PV: Photovoltaic
RFC: Requests for Clarifications as defined in Section 5.4.
Respondent(s): Means an entity submitting a Proposal for the Project in response to this Chicago Solar-Ground Mount RFP 27
35

RFP.

RFP: Means this Request for Proposals, as described in Section 1.1.

Selected Respondent: Means the Respondent whose Proposal was recommended by the Selection Committee to the CIT Executive Director as providing the apparent best value, to successfully negotiate a project agreement with such Respondent.

SRECS/RECS: (Solar) Renewable Energy Credits

Sustainable Chicago: Means the City's sustainability plan, which can be found at the following URL:
. Team Member: Means any entity within a Respondent.
Women Business Enterprise or WBE: Means a firm certified as a women-owned business enterprise in accordance with City Ordinances and Regulations as well as a firm awarded certification as a women owned business by Cook County, Illinois.






























Chicago Solar - Ground Mount RFP

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EXHIBIT A: PROPOSAL SUBMITTAL REQUIREMENTS
1 Section 1 - General Information
Section I of the Proposal shall contain the following:
Part A - Proposal Cover Letter (Form 2)
Each Proposal must include a proposal cover letter utilizing the template provided in Form 2. The Form 2 template must be duplicated and completed on Respondent's company letterhead and executed by an individual with appropriate authority to bind the Respondent to the representations, statements, and commitments made within the RFP response.

For Respondents that are (or are expected to be) joint ventures, partnerships, limited liability companies or other associates, the proposal cover letter shall have appended to it letters on the letterhead stationary of each entity with an equity interest in the Respondent stating that representations, statements, and commitments made by the lead firm on its behalf have been authorized by, are correct, and accurately represent the role ofthe its firm in the Respondent team.
Part B - Executive Summary - 2 Page Maximum
The Executive Summary shall be written in a non-technical style and contain sufficient information for reviewers with both technical and non-technical backgrounds to become familiar with the Respondent's qualifications and its ability to satisfy the requirements ofthe Project. Additionally, the Executive Summary should include the following information:
A brief statement of interest for the Project
A brief statement that demonstrates the Respondent's understanding of the Project's intent and objectives, the Project's major components, and the Respondent's approach to achieving those objectives.
Part C - RFP Respondent Team Information (Form 3)
Provide an executed original of Form 3 for the Respondent and each Prime Team Member.
Part D - Management Structure
Written narrative describing the Respondent's teaming arrangements and its management structure.

Management structure narrative will be supported by up to two organizational charts, on paper up to 11" x 17" in size, showing the following:
• Organization of Respondent's Prime Team Members, (if applicable indicate shareholder's percentage of each equity member of any joint venture or LLC);



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• Respondent's team management structure and "chain of command"; each team member identified by their function and their reporting relationship throughout Project execution.
Part E - Ability to Meet MBE/WBE Participation Plan - 2 page maximum Respondent must generally describe its plan and confirm its commitment to, at a minimum, meet the Project's MBE/WBE participation goals. The MBE participation goal is - at minimum 26% of the total contract value be awarded to MBE firms, and the WBE participation goal is - at minimum 6% of the total contract value. To be eligible for favorable consideration proposed MBE and/or WBE participation on a Respondent's team must include well-defined roles and responsibilities for the MBE and/or WBE team members.

Note: Though not required as part of the Proposal submission, it will be mandatory for the selected Respondent to provide a detailed MBE/WBE Compliance plan, including completed Schedule Cs and D, found in Exhibit F, that must be approved by the City, prior to receiving a Notice to Proceed with construction activities. Failure to achieve a City approved fully defined MBE/WBE Compliance plan in a timely manner could be grounds for termination of any project agreement.
Part F - Workforce Development Plan - 2 page maximum
The City urges Respondents to have a diverse workforce that is representative ofthe City. Consistent with the City's practice of encouraging and facilitating the participation of local residents, Proposals must include a Workforce Development Plan. This plan should at minimum address the Respondent's recruiting, training, subcontracting, hiring, staffing, and any other relevant strategies for achieving the City's desired workforce development goals.

City Resident Hiring Requirements: for all construction work, a minimum of 50% of the total work hours must be performed by City Residents unless the City determines otherwise. Additionally, at least 7.5% ofthe total work hours across all sites must be performed by Project Area Residents (work hours performed by Project Area Residents will also be applied toward the City Resident work hour requirements).

Project areas include residents from the following community areas: o Austin o Englewood o Riverdale o South Deering o West Pullman

The plan should also include estimates for the number of jobs, both temporary and long-term, that will be created as an outcome of this project.

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If the Respondent plans to utilize Illinois Solar for All or other incentive programs, please describe how the workforce development plan will comply with program requirements for local job training and hiring. 1.7 Part G - Local Manufacturing and Materials Sourcing Plan
Please provide a written narrative of from where the Respondent plans to source their materials. If local manufacturing will be utilized by the Respondent for the assembly of solar arrays or any other components, please provide details.

Respondents are encouraged to make use of local manufacturing and assembly of Project components where possible.

Section 2 - Qualifications
2.1 Part A - Project Experience and References
Project Experience
Provide relevant past project information where the Respondent worked on past project(s) of similar use by fully completing Form 4 for a maximum of five projects completed within the last five years. At least one project must demonstrate the experience of the Lead Contractor that will be responsible for installing the Project for the Respondent team. At least one project must demonstrate the experience of the Project team member responsible for operations and maintenance.

Provide one-page narrative project descriptions for each project listed on Form 4. The description should, at a minimum, give an overview ofthe project and explain why the experience gained on the project is relevant to the evaluation criteria provided in RFP Section 4. The project descriptions should clearly define the role and type of services provided by the Respondent.

In addition, in narrative format, provide an overview ofthe Respondent's commercial grid connected PV experience as necessary:
• Total commercial MW of grid-connected PV installed to date by your company:
o In the United States
o In the State of Illinois
o For Illinois-based public utilities
o Under a Power Purchase Agreement
o . Under a Subscription Agreement
Project References - Contact Information (Form 4)
Provide reference check contact information for people capable of verifying project experience listed on Form 4.


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Respondents are requested to verify that contact information is correct and are advised that if the contact information provided is not current, CIT may elect to exclude the experience represented by that project in determining the Respondent's qualifications.


2.2 Part B - Key Personnel 2.2.1 Key Personnel Qualifications
Respondents are asked to provide evidence that the Respondent's Key Personnel, expected to be part ofthe CS-GM Project, possess the necessary experience and professional credentials/training, specifically regarding the specialized experience and qualifications associated with successfully designing, constructing, and managing projects of similar use, scope, and complexity. Provide separate resumes for all Key Personnel, as well as other relevant personnel included in the organizational chart provided in Exhibit A, Section 1.4 and whose qualifications and experience will be evaluated as described in RFP Section 4.

Key design and construction personnel should, at minimum, include:
Project Manager (Overall)
Project Design Principal
Utility Coordinator
Construction Project Manager
Electrical Engineer

Key Operations and Maintenance Personnel
Site manager
Lead customer service agent (for Projects involving Community Solar, indicate who will serve as subscribers' service agent and the City's service agent, if different)
• Community outreach coordinator (for Community Solar projects)

Each 1-page resume should include relevant past projects, along with references. For each of the projects listed on a resume include the following information:
Project name, location, and size;
Client's contact information (name, job title, phone number, e-mail address);
Dates work was performed;
Description of the work or services provided and project role.

2.2.2 Commitment of Key Personnel to Project -1 Page
An express, written statement committing that the Key Personnel designated in the Proposal for the positions or roles described in Exhibit A, Section 2.2.1 shall be available to serve the role so identified in connection with the Project. While CIT recognizes personnel availability are subject to change, Respondents are urged to

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only identify and designate personnel that they believe will be available and primarily dedicated to the Project for the full Project delivery duration.


2.3 Part C - Financial Capability
Respondent must demonstrate that it, and any other party involved in the proposal, has adequate financial capability to execute the project.

2.3.1 Letters of Support
Respondent shall submit no less than one but no more than three letters of support from Financing Parties. Each letter must be provided by an underwriter, bank and/or financial institution that has long-term, unsecured debt ratings of not less than "BBB" or "Baa2", as applicable, issued by at least one of the three major rating agencies (Fitch Ratings, Moody's Investor Service, and Standard & Poor's Ratings Group).

Note: Financing Party Support Letters are meant to demonstrate the Respondent's ability to secure Project financing from credible financing institutions but does not commit the Respondent to securing Project financing solely from the financial institutions that provided Financing Party Support Letters as part of its Response.

In addition to the one required letter, one ofthe remaining two letters may demonstrate the Respondent's desire and ability to self-finance, if any.

The letter must be on financial institution stationery, signed by an official, and include title, address, telephone number and email address for verification purposes and include, at a minimum, the following:
Details regarding any experience the Financing Party has with Respondent or any of its Prime Team Members in connection with relevant public-private partnership financing packages involving relevant Design-Build-Finance-Operate-Maintain projects with receivables or credit-tenant-lease structures that have closed within the last seven years;
Evidence ofthe Financing Party's long-term, unsecured debt rating;
Explicit support for Respondent and interest in providing a loan or underwriting debt for the Project;
Acknowledgement that the Financing Party has reviewed this RFP and is familiar with

the contractual and financial structure described in Exhibit C and
bringing to financial close the financing of a DBFOM project of the size and nature of the Project

2.3.2 Financial Statements
TO BE SUBMITTED IN ELECTRONIC FORM ONLY

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Each proposal must include the following information:
Annual audited reports for the three (3) most recent fiscal years or consolidated income statement and balance sheet for the three (3) most recent fiscal years
If the relevant entity intends to receive support from Guarantors as evidenced in Form 3, then financial statements should be submitted for each Guarantor.
Description of any current credit issues raised by rating agencies, banks, or accounting firms
Section 3 - Project Approach

3.1 Part A - Overall Project Delivery Approach - 2 Page Maximum
Provide a written narrative describing the Respondent's anticipated approach to
delivering each stage ofthe Solar Project. This statement shall include an overview
of the Respondent's:
Understanding of the Project scope;
Project risk mitigation;
Project Management; o Including phasing approach for sites
Proposed structure for finance and sale of generated energy o UseofS/RECs
o Plans for utilizing any incentive programs made available through the
Future Energy and Jobs Act (FEJA) o Desired City purchase commitment o Desired Community purchase commitment

3.2 Part B - Technical Approach - 5 Page Maximum (not including site plans)

3.2.1 Technical Specifications
The following technical information should be discussed in this section, as applicable for the project proposed:
Major equipment manufacturers
o Including summary ofthe commercial operating experience ofthe equipment used or to be chosen
Description of technology and configuration
o Expected annual energy production per array kWh
o Expected kWh generated by month over a 12-month period
o Performance of equipment components
o Efficiency of major components such as PV panels and inverters o DC and AC capacity rating
Electrical interconnection and metering configuration
Structural PV rack design including foundation type


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o Given the industrial/commercial operations historically present at a number of the sites, it is recommended that the Developer attempt to minimize ground disturbance
Controls, monitors and instrumentation » Performance Warranties
o Any warranty required to qualify for available rebates and/or
incentives o Complete System Warranty o PV Panel Warranty o Complete Operational Power Warranty
Start-up testing and commissioning « Factory and performance tests
Design loading (wind, snow etc.)

Proposals shall provide evidence that the proposed technology and equipment:
Would meet or exceed all currently applicable and proposed safety and interconnection standards. All equipment components must be listed or recognized by an appropriate safety laboratory (e.g., Underwriter's Laboratory [UL]), and meet existing facility electrical, structural and fire safety requirements.
Would meet or exceed all currently applicable and proposed environmental standards.
Are designed for normal operation in the Chicago area local climate.

Conceptual Site Plans
Provide conceptual site plan(s) for each ofthe Respondent's proposed site(s) from the list of available sites, see Exhibit B for detailed site information. Site plans should include preliminary designs for:
Panel locations and orientation
Inverter locations
Anticipated interconnection point(s)
o 2FM has had preliminary conversations with ComEd in regard to
interconnection points and site-specific grid details o Further interconnection information will be provided in an Addendum
Any anticipated access road(s)
Perimeter fencing and entrances/exits
If battery storage is part of the Respondent's Proposal include proposed location and size of storage buildings
Storage Plan (if applicable)
If the Respondent proposes to include an energy storage system (ESS) on site(s) as part of their technical and financial approach, please provide a detailed description ofthe storage plan.

Chicago Solar- Ground Mount RFP: Exhibit B

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3.2.4 Monitoring and Reporting
Proposals shall demonstrate a plan for monitoring and tracking the following information and for reporting of this information to the City on a monthly basis at a minimum:

o Site-specific actual kWh production (average and cumulative totals)
o Site-specific maximum kWh production
o Actual meteorological data
o Solar irradiance
o Ambient and module temperature
o Capacity factor
o Degradation

The City's preference would be for a comprehensive data acquisition system with current and historical data available remotely through a real-time website, including an online dashboard for monitoring by 2FM as well as an education and outreach tool for use by community subscribers and the public.

3.2.5 Pre-Operational Milestones
Please provide a description of pre-operational milestones including: o Financing o Design
o Material procurement and assembly t o Permitting
o Interconnection application
The developer shall coordinate with ComEd to ensure that the project satisfies all ComEd criteria for interconnection ofthe project to the ComEd electric distribution system. This includes coordinating all negotiations, meeting with ComEd, design reviews, and participating in any needed interaction between ComEd and 2FM.
The developer will be responsible for preparing required submissions for obtaining the Net Energy Metering (NEM) and interconnection agreement from the utility
o Construction commencement and site preparation
Developer will be responsible for site clearance and preparation including any necessary tree removal
o Installation phasing across sites
Anticipated approach for development of PV systems across multiple locations
o Testing
o Completion dates

Chicago Solar - Ground Mount RFP: Exhibit B

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Provide in your narrative any information that could impact the cost, construction schedule or output capability of the project.
Project Schedule >
Provide a preliminary Project timeline. Be sure to include preliminary schedules for the following project components: o Finance
o Project Development and Design
o Environmental, Permitting, and Interconnection Application o Site Preparation, Construction, and Testing o Full operation across all sites
Permitting and Zoning
2FM met with the appropriate City Departments overseeing the zoning and building permit process for a preliminary review of the proposed sites and a project overview. The City of Chicago will help facilitate the permitting and zoning process.

Please note that under the current City ordinance, under Chapter 13-32 of Building Permit, Article II Permit Fees, subsection 13-32-350, it states that the fees imposed by this Article II shall not apply to permits issued to 2FM or its contractors for work undertaken for public or governmental use. However, fees for storm water management review will still apply.

The successful Respondent is exclusively responsible for obtaining and maintaining all required federal, state and local permits, licenses, approvals and/or variances, current or future. Respondents are required to demonstrate that they are capable of obtaining all required permits and licenses or provide a specific timeline for approval.

In addition, the successful Respondent must comply with Illinois building standard codes, utility requirements, wind uplift requirements per the American Society of Civil Engineers Standard for Minimum Design Loads for Buildings and Other Structures, as well as Occupational Health and Safety Administration (OSHA) requirements.


3.3 Part C - Community Approach - 6 Page Maximum

3.3.1 Executive Summary
Provide Respondent's overall approach for engagement and outreach with the Project communities. Include an overview of how the Project approach will provide economic opportunities and benefits for Chicago residents of all backgrounds to


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45

meaningfully participate in the solar economy including the ability of residents to purchase renewable energy.

If the Respondent plans to use any ofthe incentive programs available under FEJA please detail which program, why it was chosen and how its utilization will impact the overall approach to the Project.

While community solar through the Illinois Solar for All program is the most obvious vehicle for providing community benefits to low-income environmental justice communities, the City will consider the community benefits brought through any proposal, regardless of whether that project is community solar, participates in Illinois Solar for All, or whether the proposal would utilize the City as an anchor subscriber.
Subscriber Approach
If the Respondent proposes Community Solar please detail the community outreach, marketing plan and customer sign-up process including:
Estimated number of subscribers
Estimated benefits for subscribers
• Requirements for subscribers to qualify and the sign-up process
o Including proposed contract terms
Plan for marketing to eligible communities including:
o Subscriber recruitment strategies
o Anticipated partnerships with local organizations
o Educational campaigns
o An estimated timeline for community outreach, the sign-up process and customer service plan
Plan for subscriber reporting to the participating communities and City including:
o Energy use and production
o Estimated subscriber bill savings
o Customer longevity
IPA Application and Approvals
Please provide details of what is needed for application and approvals under the FEJA incentive program the Respondent has chosen to utilize., Include any necessary compliance steps or pre-qualifications that will be undertaken and an anticipated timeline.

If the Respondent has already been designated as an approved vendor under the IPA's Adjustable Block program, please provide proof of this approval.




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3.3.4 Customer Service Plan
Please detail the Respondent's ongoing customer service and support plan after the project is fully operational include:
Key customer service personnel and their location
Support for billing and service provision
Plan for communications with subscribers
Options for subscribers who move or want to discontinue their subscription
Opportunities for new subscribers after initial sign-up


3.4 Part D - Financial Approach - 5 Page Maximum
Project Cost Estimates
Respondent should provide a detailed cost estimate for the proposed PV system(s) and other staft-up costs. Respondent should specify the source of funds (cash, bank loan, etc.) for the capital improvements and start-up costs.

The cost estimate should delineate the costs of fabrication and installation for each Site; design and engineering fees for the entire proposal; customer service costs (both start-up and ongoing); operations and maintenance costs and other capital investments.
Proposed Financing Structure
Respondents should provide a detailed description ofthe proposed funding structure for the project including the estimated project payback period and data to support the conclusion such as all anticipated utilization of tax credits, FEJA incentives, and programs and/or other subsidies, along with pro forma earnings.

The successful Respondent will retain ownership of all SRECs generated by the PV system(s). Proposals should describe the plan for sale of said SRECs. Additionally, the successful Respondent will be responsible for taking all necessary steps to secure SREC incentives (e.g. registering the system with PJM-GATS, participation in Illinois Power Agency Programs, etc.).

For Proposals where the City is expected to act as an anchor tenant Respondents should provide the anticipated percentage of the total power generated that the City would be expected to subscribe for and provide details on any assumptions behind this number.

Ground lease payments of $l/site will be paid annually to the City of Chicago. Successful Respondents will be responsible for all utilities and taxes, as well as any and all other costs.



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3.4.3 Pricing
In an effort to determine the estimated costs for the power generated, proposals shall include the information listed in Form 5. Respondents will be expected to provide the following information:
Price per kWh that would be charged to City in 2018 dollars over a 25-year term
o Based on the anticipated City power subscription as a percentage of total power generated
For proposals where Community Solar/Illinois Solar for All is proposed also include price per kWh that would be charged to community residents
o Based on anticipated number of subscribers
The Weighted Price for each Site determined by multiplying the proposed price per kWh by the number of acres
The Sum of Weighted Prices
The Weighted Average Price determined by dividing the Sum of Weighted Price by Total Acres

Please refer to Exhibit B for a description of each Site. Respondents are strongly encouraged to provide competitive rates on price per kWh in order to provide the best overall value and benefit to the City and its residents. These rates should be balanced, with neither group subsidizing the other through their rate.
3.5 Part E - Operations and Maintenance Plan - 3 pages
Provide a description ofthe basic philosophy for performing O&M and include a discussion of contracting for outside services, if applicable. Respondent's proposal should include information on:
Staffing
Budget
Equipment replacement schedules
Management and control over sites including:
o Security
o Any additional site structures
o Landscaping and site maintenance

4 Section 4 - Administrative Submittals
Section 5 ofthe Proposal shall contain the following:

4.1 Part A - Proposal Checklist (Form 1)
To facilitate the review and evaluation of Proposals, the Respondent must include a completed Proposal Checklist as provided in Form 1.



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Part B - Confidential Content Index
A page executed by the Respondent that sets forth the specific items in the Proposal (specifying Section, Part and page numbers within the Proposal at which such items are located) that the Respondent deems confidential, trade secret or proprietary information protected by the Illinois Freedom of Information Act (as described in RFP Section 5.21).
Part C-Legal Stipulations
Submit the following information regarding legal issues/actions that could potentially impact the Respondent and its team members ability to perform or meet Project obligations:
LegalTssues
Identify and explain any significant anticipated legal issues which the Respondent must resolve in order to carry out the Project and anticipated obligations under a DB Agreement.
Legal Liabilities
Provide a list and a brief description of all instances during the last five years involving projects in which the Respondent (or any other organization that is under common ownership with the Respondent) or any Prime Team Member was (i) determined, pursuant to a final determination in a court of law, arbitration proceedings or other dispute resolution proceeding, to be liable for a material breach of contract or (ii) terminated for cause. For each instance, identify an owner's representative with a current phone and e-mail address.
Legal Proceedings
Provide a list and a brief description (including the resolution) of each arbitration, litigation, dispute review board and other dispute resolution proceeding occurring during the last five years between the public owner and the Respondent (or any other organization that is under common ownership with the Respondent), or any Prime Team Member, involving an amount in excess of $100,000 related to performance in projects with a value in excess of $1 million.

Include a similar list for all projects included in the response to Exhibit A, Section 2.1, regardless of whether the dispute occurred during the past five years or involved the same organization that is on the Respondent's team. For each instance, identify an owner's representative with a current phone and e-mail address.
4.4 PartD-Conflicts of Interest
Respondent must provide a statement and information regarding conflicts of interest required pursuant to RFP Section 5.16.



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Part E - Insurance
Respondents are not required to submit evidence of insurance with the Proposal but must submit evidence of insurability indicating that if chosen as the Selected Respondent, they will provide evidence of insurance in the amounts specified in Exhibit D. If Selected Respondent is a joint venture or limited liability company the evidence of insurability and evidence of insurance, must be in the name ofthe joint venture or limited liability company.
Part F - Exceptions To RFP
In the case that a Respondent takes exception to any requirements of this RFP, including its exhibits and forms, such exceptions must be provided as part ofthe . Proposal. Please provide the requirement, nature ofthe exception and explanation. Exceptions wiH be considered in the evaluation of the Proposals. Acceptance of a Proposal does not connote agreement to any exceptions stated by a Respondent but does indicate the City's desire to reach mutually agreeable terms through negotiation. The City will not accept any exceptions to any requirements set out in this RFP during contract negotiations that were not raised in the Proposal.
Part G - EDS Economic Disclosure Form(s) (Form 7)
Respondents are required to submit filled out EDS forms (Form 7) for every entity that has a controlling interest in the Respondent team. At the discretion of the CIT, a Proposal that does not include an accurate and completed EDS may be found non-responsive and rejected from further consideration. Further information regarding the EDS filing requirements is provided in Form 7.






















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EXHIBIT C: TEMPLATE LEASE AGREEMENT

LEASE AGREEMENT

THIS LEASE AGREEMENT is made and entered into this day of , 20
(the "Effective Date"), by and between the City of Chicago, an Illinois municipal corporation and home rule unit of local government (the "City"), acting by and through its Department of Fleet and Facility Management or other successor department, having its principal offices at City Hall, 121
North LaSalle Street, Chicago, Illinois 60602, and a [state of
incorporation][type of entity] ("Lessee"), having its principal offices at .

RECITALS

WHEREAS, on 20 , the Department of Fleet and Facility
Management issued a Request for Proposals to Finance, Design, Construct, Install, Operate, Maintain, Repair and Replace New Ground-Mounted Photovoltaic Generation Facilities on City-Owned Vacant Lots (the "RFP"); and

WHEREAS, on , 2018, Lessee submitted a proposal in response to the RFP
(the "Lessee Proposal"); and

WHEREAS, the Department of Fleet and Facility Management accepted the Lessee
Proposal, and pursuant to an ordinance adopted on , 20 , and published at
pages through in the Journal of Proceedings of the City Council of such date, the
City Council authorized the execution of this Agreement; and
WHEREAS, the City has agreed to lease to Lessee up to seven different City-owned sites (each, a "Site" and collectively, the "Sites" or the "Property") within the boundaries ofthe City for the design, construction, installation, operation, maintenance and repair ofthe System; and,

WHEREAS, the Sites are identified in this Agreement as Sites 1, 2, 3, 4 ,5 ,6 and 7, and are generally depicted on Exhibits A-1 through A-7 and legally described on Exhibits B-1 through B-7; and

WHEREAS, collectively the Sites comprise a total of approximately 30 acres;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: RECITALS
The foregoing recitals are, by this reference, fully incorporated into and made part of this Agreement.

ARTICLE 2: DEFINITIONS
l
As used in this Agreement, the following terms shall have the meanings set forth below, unless the context clearly indicates some other meaning. Words in the singular shall include the plural and words in the plural shall include the singular where the cbntext so requires.

50
Chicago Solar - Ground Mount RFP: Exhibit C
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"Acceptance Certificate" has the meaning set forth in Section 7.3(c).
"Affiliate" means a Person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person or entity, and a Person or entity shall be deemed to be controlled by another Person or entity, if controlled in any manner whatsoever that results in control in fact by that other Person or entity (or that other Person or entity and any Persons or entities with whom that other Person or entity is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise.
"Agreement" means this Lease Agreement, including all Exhibits, as any of them may be amended or supplemented from time to time.
"Base Rent" has the meaning set forth in Section 5.1.
"Bundle" has the meaning set forth in Section 20.1(i).
"Buy Out Value" means a fee as described and calculated in accordance with Exhibit I hereto, payable to Lessee under certain circumstances in connection with the City's exercise of its option to purchase under Section 3.9.
"City" means the City of Chicago, its successors and assigns. In any case under this Agreement that the City may or shall take any action, the Commissioner (as hereinafter defined) is authorized to take such action unless this Agreement provides for action by the corporate authorities of the City or by resolution or ordinance, and except as otherwise provided now or hereafter by applicable Law, the rules and regulations of the City, or by resolution or ordinance of the corporate authorities of the City.
"City Default" has the meaning set forth in Section 11.3.
"City Indemnified Party" has the meaning set forth in Section 16.1(a).
"Commercial Operation" means, with respect to each PV Facility, that (a) the nameplate capacity of the PV Facility has been constructed, commissioned and tested (in accordance with the solar module manufacturer's requirements), (b) Lessee has obtained all necessary rights under the Interconnection Agreement for the interconnection and delivery of Solar Energy to the Delivery Point, and (c) Lessee is capable of making available Solar Energy from the PV Facility to the Delivery Points, all in accordance with Prudent Industry Practice.
"Commercial Operation Date" has the meaning set forth in Section 7.3(c).

"Commercially Reasonable Efforts" means the efforts that a prudent person desiring to achieve a result would use in similar circumstances to achieve that result as expeditiously as practicable; provided, however, that a person required to use Commercially Reasonable Efforts will not be required to undertake extraordinary or unreasonable measures.

"Commissioner" means the Commissioner of Fleet and Facility Management of the City (or any successor thereto).
"Completion Notice" has the meaning set forth in Section 7.3(b).

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"Construction Program" has the meaning set forth in Section 20.4(a).

"Contract Year(s)" means each calendar year during the term of this Agreement, commencing on the Commercial Operation Date, provided that if the first and last Contract Years are not full calendar years, the first Contract Year shall mean the period from the Commercial Operation Date to December 31 of such calendar year, and the last Contract Year shall mean the period from January 1 of the last Contract Year through the last day of the term.
"Contractor(s)" means the EPC Contractor and all other contractors, subcontractors and materialmen of any tier providing services, material, labor, operation or maintenance on, about or adjacent to the Property, whether or not in privity with Lessee.
"Contribution" has the meaning set forth in Section 20.1 (i).
"Delay Damages" has the meaning set forth in Section 7.4(b).
"Delay Damages Cap" has the meaning set forth in Section 7.4(b).
"Delivery Point(s)" means the point(s) where the PV Facilities connect to the existing electrical power distribution systems, as designated in the Interconnection Agreement.
"Designated Representative" has the meaning set forth in Section 21.1.
"Domestic Partners" has the meaning set forth in Section 20.1(i).
, "Early Termination" has the meaning set forth in Section 3.7(a)
"EDS" means Economic Disclosure Statement, in the form and substance required by the City from time to time during the Term hereof.

"Effective Date" has the meaning set forth in the Preamble.

"Employer(s)" has the meaning set forth in Section 20.2.
"Environmental Attributes" means any and all presently existing or future benefits, emissions reductions, environmental air quality credits, emissions reduction credits, renewable energy credits, offsets and allowances, attributable to the System during the term of this Agreement, or otherwise attributable to the generation, purchase, sale or use of Solar Energy from or by the System during the term of this Agreement, howsoever entitled or named, resulting from the avoidance, reduction, displacement or offset of the emission of any gas, chemical or other substance, including any ofthe same arising out of presently existing or future legislation or regulation concerned with oxides of nitrogen, sulfur or carbon, with particulate matter, soot or mercury, or implementing the United Nations Framework Convention on Climate Change ("UNFCCC") or the Kyoto Protocol to the UNFCCC or crediting "early action" emissions reduction, or laws or regulations involving or administered by the Clean Air Markets Division of the Environmental Protection Agency, or any successor state or federal agency given jurisdiction over a program involving transferability of Environmental Attributes, and any REC Reporting Rights to such Environmental Attributes. Notwithstanding any other provision hereof, Environmental Attributes do not include: (a) any investment tax credits and any other tax credits associated with


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the System, (b) state, federal or private grants or other benefits related to the System, or (c) Solar Energy.

"Environmental Law(s)" shall mean any Law which pertains to health, safety, any Hazardous Material, or the environment (including but not limited to ground or air or water or noise pollution or contamination, and underground or above-ground tanks) and shall include, without limitation the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section 6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq. ("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"); the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Illinois Environmental Protection Act, 415 ILCS 5/1 et seq.; the Gasoline Storage Act, 430 ILCS 15/0.01 et seq.; the Municipal Code; and any other local, state or federal environmental statutes, and all rules, regulations, orders and decrees now or hereafter promulgated under any ofthe foregoing, as any of the foregoing now exist or may be changed or amended or come into effect in the future.
"EPC Contractor" means , a [state of incorporation][type of
entity], the Engineering, Procurement and Construction contractor selected by Lessee to design and construct the System.

"Excess Rent" has the meaning set forth in Section 18.3.

"Expected Commercial Operation Date" means .
"Expiration Date" means, with respect to each Site, the twenty-fifth (25th) anniversary of the Commercial Operation Date for the PV Facility located on such Site.

"Fair Market Value" shall mean the price at which an asset would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell, and both having reasonable knowledge of relevant facts, as determined in accordance with Section 3.9 hereof.

"Federal Power Act" means the Federal Power Act, as amended, 16 U.S.C. § 791a, et
seq.

"Force Majeure Event" has the meaning set forth in Section 13.1.

"Governmental Authority" means any Federal, state or local government, any political subdivision thereof or any other governmental, regulatory, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bureau, or entity now existing or hereafter created with authority to bind a Party at law.

"Governmental Charges" shall mean .
"Hazardous Material" shall mean any substance, whether solid, liquid or gaseous; which is listed, defined or regulated as a "hazardous substance," "hazardous waste" or "solid waste," or otherwise classified as hazardous or toxic, in or pursuant to any Environmental Law; or which is or

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contains asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam insulation, explosive or radioactive material, or motor fuel or other petroleum hydrocarbons; or is a hazard to the environment or to the health or safety of persons.
"Human Rights Ordinance" has the meaning set forth in Section 20.2(a).
"Identified Parties" has the meaning set forth in Section 20.1(i).
"Initiating Party" has the meaning set forth in Section 17.1.
"Interconnection Agreement" means the interconnection agreement to be entered into by
Lessee pursuant to which the System will be interconnected with the existing electrical power
distribution systems serving ¦ .

"kW" means kilowatt.

"kWh" means kilowatt hour.
"Law(s)" means all present or future, ordinary or extraordinary, foreseen or unforeseen, laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, Permits, directives, and requirements of any Governmental Authority.

"Lessee" has the meaning set forth in the Preamble.

"Lessee Default" has the meaning set forth in Section 11.1.

"Lessee Party" or "Lessee Parties" means the Lessee and its Affiliates, and their respective past, present and future directors, officers, managers, members, shareholders, trustees, employees, agents, representatives, advisors, consultants, engineers, Contractors, licensees, guests, invitees and others who may have been or may be on the Property at the invitation of any one of them.

"Lessee Proposal" has the meaning set forth in the Recitals.

"Letter of Credit" means an irrevocable, unconditional, transferable standby letter of credit
in a form acceptable to the City from a bank approved by the City in the initial amount of
and No/100 Dollars ($ .00).
"Lien(s)" means any mortgage, pledge, lien (including mechanics', labor or materialmen's lien), charge, security interest, encumbrance or claim of any nature.

"Loss(es)" means any and all liabilities, suits, judgments, settlements, arbitration or mediation awards, obligations, Liens, interest, fines, penalties, damages, claims, losses, costs, charges and expenses, including, without limitation, engineers', architects', consultants' and attorneys' fees, court costs and disbursements.

"Maintenance Outage" has the meaning set forth in Section 8.5(a).
"MBE/WBE Program" has the meaning set forth in Section 20.4(a).
"Metering Equipment" has the meaning set forth in Section 9.1.
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"Municipal Code" means the Municipal Code ofthe City of Chicago. "MW" means megawatt. "MWh" means megawatt hour.
"Notice to Proceed" means notice from the City to Lessee to commence installation of the System, which shall be issued after the Department of Fleet and Facility Management (a) approves all documents in accordance with Section 7.1, (b) [intentionally omitted], and (c) receives evidence of insurance required pursuant to Section 16.2.
"Other Contract" has the meaning set forth in Section 20.1 (i).
"Owners" has the meaning set forth in Section 20.1 (i).
"Party" or "Parties" means Lessee and/or the City and any permitted successors and assigns of either.
"Permit" means any license, approval, authorization, consent, order, permit or similar document or action issued or taken by any Governmental Authority.
"Person" means any individual, partnership, firm, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other business entity or Governmental Authority or political unit or agency. 1
"Photovoltaic" means arrays of cells containing a solar photovoltaic material that convert solar radiation into direct current electricity.
"Planned Outage(s)" means the planned removal of the System, or any portion thereof, from service for routine maintenance purposes that is scheduled in accordance with Section 8.4.
"Political fundraising committee" has the meaning set forth in Section 20.1 (i).
"Procurement Program" has the meaning set forth in Section 20.4(a).

"Prudent Industry Practice" means any of the practices, methods, standards and acts (including practices, methods, standards and acts engaged in or adopted by a significant portion of the electric power generation industry in the United States during the applicable period) which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result consistent with reliability, economy, safety, and expedition. Prudent Industry Practice is not intended to be limited to any particular set of optimum practices, methods, standards or acts to the exclusion of all others, but rather is intended to include practices, methods, or acts generally accepted in the United States, having due regard for, among other things, manufacturers' recommendations and warranties, contractual obligations, applicable Law and requirements or guidance of Governmental Authorities and the North American Electric Reliability Council.
"PV Facility(ies)" means the structures, fixtures and equipment comprising each photovoltaic power generation facility on each Site, as specified, designed, and constructed in accordance with the requirements of this Agreement. Each PV Facility shall include, without

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limitation, the integrated assembly of photovoltaic panels, mounting assemblies, power inverters, converters, metering equipment, lighting fixtures, transformers, ballasts, disconnects, combiners, switches, wiring devices, wiring, service equipment and Utility interconnections, as may be more specifically described in Exhibit F.
"REC(s)" or "Renewable Energy Certificate(s)" means any tradable credit, certificate, allowance, green tag, or other transferable property interest, howsoever entitled, that represents the Environmental Attributes and Reporting Rights associated with the generation of one (1) MWh of Solar Energy from the System as tracked through monthly meter readings. A REC is separate from the Solar Energy produced and may be separately transferred or conveyed.
"REC Reporting Rights" means the right to report to or register with any agency, Governmental Authority or other party, including, without limitation, under Section 1605(b) ofthe Energy Policy Act of 1992, or under any present or future federal, state or local law, regulation or bill, and international or foreign emissions trading program, exclusive ownership of the Environmental Attributes associated with the RECs.

"REC Revenue" means the proceeds from the sale of Lessee's right, title and interest in and to one (1) REC and the associated Environmental Attributes and REC Reporting Rights.
"Rejection Notice" has the meaning set forth in Section 7.3(b).
"Rent" means Base Rent, Taxes, and any other amount Lessee is obligated to pay under the terms of this Agreement.
"RFP" has the meaning set forth in the Recitals.
"Settlement Data" means for the relevant period (i) the Solar Energy in kWh to three decimal points format on an hourly basis, (ii) daily totals of all kWhs to three decimal points, (iii) monthly total of all kWhs to three decimal points, and (iv) the monthly total of all kWhs to three decimal points, rounded to the nearest whole kWh. Settlement Data shall include such additional information as may be reasonably requested by the City. Lessee shall provide an explanation for deviations between actual output and projected outputs in excess of +/-15%.
"Site(s)" has the meaning set forth in the Recitals.
"Site Improvement Plans" has the meaning set forth in Section 7.1(a).
"Site Improvements" means the PV System on each Site and all other Site improvements.
"Site Plan(s)" means, with respect to each Site, a site plan showing perimeter controls, access points, internal roadways, structures, storm water retention or drainage, and any other Site improvements. Each Site Plan approved by the City pursuant to Section 7.1(a) shall be incorporated into this Agreement as part of Exhibit J.

"Solar Energy" means the total quantity of all actual net electric energy (measured in kWhac) in any given period of time that (a) is produced by the System, (b) is delivered by Lessee to the electric distribution grid and/or subscribers at the Delivery Points, and (c) conforms to applicable Utility and/or authoritative regulatory body standards. Solar Energy does not include Environmental Attributes.


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/

"Special Waste" shall have the meaning set forth in 415 ILCS 5/3.45, as amended from time to time.

"Specified Rate" means for each calendar month, the lower of (1) the highest "prime rate" as published in The Wall Street Journal under the heading "Money Rates" on the first day of such month that such rates are published, plus 1% per annum and (2) the maximum rate allowed by applicable Law.
"Sub-owners" has the meaning set forth in Section 20.1 (i).
"Substitute Site(s)" has the meaning set forth in Section 3.8.
"Summer Months" means May, June, July, August and September.
"System" means, collectively, those PV Facilities that have been installed or have been approved for installation (as evidenced by the City's issuance of a Notice to Proceed) from time to time.

"System Acceptance Testing" has the meaning set forth in Section 7.3(a).

"System Development Costs" means all costs associated with the design, acquisition, construction and installation of each PV Facility, as well as the projected expenses that Lessee will incur to connect each PV Facility to the existing electrical power distribution systems serving the Site(s).

"System Requirements" has the meaning set forth in Section 7.3(b).

"Taxes" means all taxes, assessments, charges, duties, fees, levies or other governmental charges, general and special, including special assessments, ordinary and extraordinary, foreseen or unforeseen of every name, nature and kind whatsoever, including all federal, state, local, foreign or other income, profits, unitary, business, franchise, capital stock, real property, personal property, intangible, withholding, FICA, unemployment compensation, disability, transfer, sales, use, excise and other taxes, assessments, charges, duties, fees, or levies of any kind whatsoever (whether or not requiring the filing of returns) and all deficiency assessments, additions to tax, penalties and interest.

"Temporary Shutdown" has the meaning set forth in Section 8.5(b).

"Term" has the meaning set forth in Section 3.1.

"Termination Value" means a fee as described and calculated in accordance with Exhibit I hereto, payable to Lessee under certain circumstances in connection with an Early Termination attributable to the City in accordance with Section 3.4(b).

"Test Energy" means any and all Solar Energy generated by a PV Facility prior to its Commercial Operation Date.

"Utility" means the local electric distribution company providing electric energy distribution and interconnection services to the City at the Site(s).

"Waste Sections" has the meaning set forth in Section 20.1(h).

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ARTICLE 2 LEASE: PERMITTED USE
Lease. The City hereby leases to Lessee, and Lessee hereby leases from the City, each Site for the term set forth in Section 3.1, upon and subject to the conditions hereinafter provided. This Agreement is subject to all easements, encroachments, covenants and restrictions of record and not shown of record and such other title defects as may exist on the Effective Date^
Ingress and Egress. Subject to the rules and regulations promulgated by the City from time to time and the terms and provisions of this Agreement, Lessee and its employees, agents, invitees and licensees and their respective vehicles, shall have the right and privilege of ingress to and egress from the Property on Each Site(s) roadways available for use by the public or at other locations acceptable to the City. The City may, at any time, temporarily or permanently, close or consent to or request the closing of, or otherwise restrict access to, any roadway or other right-of-way for such ingress and egress, and any other area at the Each Site(s) or in its environs currently or hereafter used for ingress and egress.
Reservation of Right of Entry. The City reserves for itself and its employees, agents and representatives the right to enter upon the Property without prior notification of Lessee at any time for reasons it deems in its sole discretion to constitute an emergency requiring immediate response. The City further reserves for itself and its employees, agents and representatives the right, upon reasonable notice to Lessee, to enter upon the Property for any purpose necessary, incidental to or in connection with its obligations under this Agreement, or in the exercise of its governmental functions, or for the purpose of making any inspection or conducting any testing it deems necessary; provided that such entry upon the Property does not unreasonably interfere with Lessee's operations and use ofthe Property. No such entry by or on behalf of the City upon the Property shall constitute or cause a termination of this Agreement nor shall such entry be deemed to constitute an interference with the possession thereof by the Lessee.
Easements.

Lessee acknowledges that there may currently exist, and that the City may grant in the future, easements and rights on, over or under the Property for the benefit of suppliers or owners of utilities that service each Site or adjacent land, and Lessee hereby consents to any such utility easements whether now in existence or later granted; provided, no such easements hereafter granted by the City shall materially and adversely interfere with Lessee's use of the Property for the construction, operation and maintenance ofthe System.
The City reserves (for itself, its grantees, tenants, mortgagees, contractors, licensees and others claiming by, through or under the City) such rights and easements as the City shall deem necessary or appropriate from time to time in connection with each Site and adjacent land, including without limitation, for purposes of storm water drainage, utilities and like matters; provided, no such easements hereafter sought by the City shall materially and adversely interfere with Lessee's use ofthe Property for the construction, operation and maintenance ofthe System.
Use of Property.



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Subject to the terms and provisions contained in this Agreement, and ali applicable Laws in connection with the conduct of activities by Lessee at or around each Site, Lessee shall use the Property for the construction, operation and maintenance of the System and for no other purpose.
Lessee shall not use or occupy the Property, or permit the Property to be used or occupied, or do or permit anything to be done in or on the Property, in whole or in part, in a manner which would void or make voidable any insurance then in force with respect thereto, or which may make it impossible to obtain fire or other insurance thereon required to be furnished by Lessee under this Agreement, or which would constitute a public or private nuisance.
Lessee shall not use or occupy the Property, or permit the Property to be used or occupied, in whole or in part, in a manner which may violate any applicable Laws, whether or not the City also is liable for compliance.

Lessee's Duty to Maintain Property. Lessee shall, at its sole cost and expense, maintain the Property in good order, condition and repair, in a safe, secure, clean and sanitary condition, and in full compliance with any and all applicable Laws and such rules, regulations and standards as the City shall maintain in effect from time to time. Without limiting the foregoing, Lessee, at its sole cost and expense, shall at all times exercise due diligence in protecting the Property against damage or destruction by fire and other causes. Lessee acknowledges and agrees that, from and after the Effective Date, the City shall have no maintenance, repair, replacement or other duty of any kind or nature with respect to any Site.
Security. Lessee shall be responsible for securing the Property at all times and preventing illegal and unauthorized uses of the Property, including, without limitation, vandalism and fly dumping. Lessee shall install surveillance cameras for full-time (24 hours per day, 365 days per year) monitoring access to each Site. The City assumes no security responsibilities.

ARTICLE 3
TERM; TERMINATION RIGHTS; OPTION TO PURCHASE
Term. The term of this Agreement ("Term"), with respect to each Site, shall commence on the Effective Date and expire on the Expiration Date, unless sooner terminated in accordance with the terms and provisions hereof.
Possession. The City shall deliver possession of each Site to Lessee upon the Effective Date, and Lessee shall not use or occupy the Site until such delivery.
Holding Over. Lessee shall have no right to occupy any Site after the Expiration Date or earlier termination of this Agreement or of Lessee's right to possession with respect to such Site, except in connection with the removal of property under Section 3.6(a) or Section 3.7(a). For each month or portion thereof Lessee retains possession of the Site, or any portion thereof, after such expiration or termination, Lessee shall pay the City an amount equal to three times the fair market value of the Site. Acceptance of said Rent shall not constitute a waiver by the City of any re-entry or other rights provided for under this Agreement or by law nor shall it be deemed an extension or renewal of the Term without a written election thereof by the City. In addition, Lessee shall be liable for all damages incurred by the City as a result of such holdover. Any holding over with the consent of the City in writing shall thereafter constitute a lease from month to month on the same terms and conditions as this Agreement, including payment of such Rent as the City shall specify by written notice to Lessee.
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City's Termination Rights. The City shall have the right to terminate this Agreement as follows:

For Cause. The City may terminate this Agreement, with respect to any Site, thirty (30) days after delivery of written notice to Lessee under the following circumstances: (i) if Lessee has not, within one hundred twenty (120) days after receipt of a Notice to Proceed, received all Permits necessary to design, install, construct, own, operate, monitor, maintain and repair the PV Facility on such Site and generate, deliver and sell Solar Energy in accordance with this Agreement; (ii) if the Commercial Operation Date for the subject PV Facility has not occurred by the Expected Commercial Operation Date, subject to Lessee's right to pay Delay Damages, pursuant to Section 7.4; (iii) upon occurrence of a Force Majeure Event in accordance with Section 13.3; or (iv) upon a Lessee Default in accordance with Article 11. If the Agreement is terminated pursuant to (i) or (ii) above, Lessee shall reimburse the City for legal costs it has incurred to date, in an amount not to exceed Fifteen Thousand Dollars ($15,000). If the Agreement is terminated pursuant to (iii) or (iv) above, Lessee shall remove the PV Facility and restore the Site.
For City Purposes. In addition to the termination rights in subsection (a) above, the City reserves the right to terminate this Agreement, with respect to any Site, at any time before or after the Commercial Operation Date as necessary for Each Site(s) Purposes upon prior written notice to Lessee of at least six (6) months. If the Agreement is so terminated, the City shall pay Lessee a fee as described and calculated in Exhibit I hereto (the "Termination Value"). Upon the City's payment of the Termination Value pursuant to this Section 3.4(b), Lessee shall remove the PV Facility from the Site and restore the Site to its pre-installation condition, and this Agreement shall terminate automatically insofar as it applies to the subject Site.
Lessee's Termination Rights. Lessee may terminate this Agreement, with respect to any Site, thirty (30) days after delivery of written notice to the City under the following circumstances: (a) if Lessee has not, within one hundred twenty (120) days after receipt of a Notice to Proceed for such Site, after diligent efforts, obtained all Permits required to design, install, construct, own, operate, monitor, maintain and repair the PV Facility on the subject Site and generate, deliver and sell Solar Energy in accordance with this Agreement; (b) upon occurrence of a Force Majeure event in accordance with Section 13.3; (c) if the Commercial Operation Date for the subject PV Facility has not occurred by the Expected Commercial Operation Date, subject to Lessee's right to pay Delay Damages, pursuant to Section 7.4; or (d) upon a City Default in accordance with Article 11.
Expiration of Term. Upon the Expiration Date, with respect to each Site, Lessee shall, at the City's option, do one of the following:

(a) Removal and Restoration. Lessee shall, at its sole expense, within ninety (90) days (or such longer period of time as shall be mutually agreed upon by the parties), remove and properly dispose of the PV Facility and its other property (both real and personal) from the Site and repair any injury or damage to the Site which may result from such removal, and shall restore the Site to a condition substantially similar to its condition prior to the installation of the improvements. The City shall provide Lessee with reasonable access to the Site to perform such activities. If Lessee does not remove the PV Facility and its other property and restore the Site within the appointed time, the City shall have the right, at its option and at Lessee's expense, to remove the same and deliver them to any other place of business of Lessee or warehouse the ( same and restore the Site pursuant to the requirements of this Agreement, and Lessee shall pay the cost of such removal, delivery, warehousing and restoration to the City on demand.

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(b) Transfer of Title. On the Expiration Date for each Site, all of Lessee's right, title and interest in and to the PV Facility on such Site, free and clear of any Liens and encumbrances, shall revert to the City at no charge without the necessity of any further action by either Party hereunder; provided, however, that upon the City's request, Lessee shall execute and deliver to the City (in recordable form) all documents necessary to evidence such conveyance, including, without limitation, a quitclaim deed and bill of sale. Lessee shall deliver to the City Lessee's executed counterparts of any sen/ice and maintenance contracts that are in Lessee's possession and are then affecting the Property, true and complete maintenance records for the Property, all original licenses and permits then pertaining to the Property, permanent certificates of occupancy then in effect for the Property, and all assignable warranties and guarantees then in effect which Lessee has received in connection with any work or services performed or equipment installed in the Property, together with a duly executed assignment of any of the foregoing to the City (but as to any service and maintenance contracts, only to the extent the City requests assignment), and all financial reports, documents, books and records whatsoever relating to the maintenance or condition ofthe Property. Upon the City's acceptance of possession and title in connection therewith, Lessee shall have no remaining obligations with respect to the PV Facility (other than obligations incurred through such date).
Early Termination.

Removal of PV Facility. If this Agreement is terminated, with respect to any Site, for any reason prior to the Expiration Date for such Site ("Early Termination"), other than as a result ofthe City exercising its option to purchase under Section 3.9, the PV Facility shall remain the property of Lessee and shall be removed by Lessee within ninety (90) days after such termination. Lessee shall undertake such removal at no cost to the City, except as provided in subsection (b) below.
Termination Value. In the event that a termination occurs for reasons attributable to the City (including termination pursuant to Section 3.4(b) above, but not including a Force Majeure event), the City shall pay to Lessee the greater of Fair Market Value or the Termination Value as set forth in Exhibit I (which shall be prorated for partial years), plus all other amounts then owing by the City to Lessee. The Parties agree that the Termination Value is not an approximation of the Fair Market Value. Upon the City's payment of the Termination Value pursuant to this Section 3.7(b), Lessee shall remove the PV Facility from the Site and restore the Site to its pre-installation condition, and this Agreement shall terminate automatically insofar as it applies to the subject Site.
Substitution. At any time during the term of this Agreement, provided the City is not otherwise in default under this Agreement, the City shall have the right to designate one or more alternate sites (the "Substitute Site(s)") upon which to install or relocate any PV Facility, subject to the approval of Lessee, which shall not be unreasonably withheld, conditioned or delayed. The City shall ask Lessee to provide a detailed estimate of any additional costs necessary to locate, or relocate, the PV Facility to such Substitute Site, which costs shall be the responsibility of the City. Any such Substitute Sites shall, to the extent practicable, be of a similar (or more advantageous) size, scope and economic impact as the Site being replaced. The City shall provide written notice of at least ninety (90) days prior to the date on which it desires to undertake such relocation. The City and Lessee shall, if necessary, prepare and execute such amendments to this Agreement and any other agreements that may be required in connection therewith, which shall remain in effect for the remainder of the term of this Agreement, and the


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amended Agreement shall be deemed to be a continuation of the original Agreement without termination.

3.9 City's Option to Purchase. The City may purchase the PV Facility on any(.Site any
time after the anniversary ofthe Commercial Operation Date for such PV Facility, provided
there is no existing City Default. If the City exercises its option to purchase a PV Facility, the purchase price shall be the greater of the then Fair Market Value or the Buy Out Value set forth in Exhibit I. The City shall provide written notice to Lessee of its intent to exercise its purchase option at least sixty (60) days prior to the exercise thereof. The "Fair Market Value" of the PV Facility shall be the value determined by the mutual agreement of the Parties within ten (10) Business Days after Purchaser's termination notice pursuant to this Section 3.9. If the City and Lessee cannot mutually agree upon a Fair Market Value, then the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to value such equipment. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be selected by the two appraiser firms proposed by each Party. The appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The Parties shall split the costs of the appraisal equally. The City shall have a period of thirty (30) days after receipt of such appraisal to exercise its purchase option. If the City confirms its exercise of the purchase option, the closing ofthe purchase and sale ofthe PV Facility shall take place on a date mutually acceptable to the Parties, but in no event later than sixty (60) days after the City confirms its exercise of the purchase option. At the closing, (a) the City shall pay to Lessee the then Fair Market Value or Buy Out Value, as applicable, and all other amounts then owing by the City to . Lessee, and (b) Lessee shall execute and deliver any and all documents necessary to (i) cause all of Lessee's right, title and interest in and to the PV Facility to pass to the City, free and clear of any Liens and encumbrances, and (ii) assign all warranties for the subject PV Facility to the City; provided, however, that Lessee shall have no obligation to provide any personal warranties with respect to the condition or continued operation of such PV Facility.

ARTICLE 4
INSPECTION AND ACCEPTANCE OF RISK; ENVIRONMENTAL MATTERS

4,1 Inspection and Acceptance of Risk. Lessee acknowledges that it is fully familiar with the condition of the Property and has, prior to the Effective Date, made such inspections as it desires of the Property and all factors relevant to its use. IN addition, the Lessee has completed a Phase I Environmental Site Assessment in accordance with ASTM Standard E-1527-13 within 180 days of the Effective Date of this Document. Lessee accepts the risk that any inspection may not disclose all material matters affecting the Property. Lessee agrees to accept the Property in its "as is," "where is" and "with all faults" condition on the Effective Date without any covenant, representation or warranty, express or implied, of any kind, as to any matters concerning the Property, including, without limitation: (a) the structural, physical or environmental condition ofthe Property; (b) the suitability of the Property for any purpose whatsoever; (c) the state of repair of the Property or the condition of soil, groundwater or any other physical characteristic of the Property; (d) the exposure of the Property to sunlight; or (e) compliance of the Property with any applicable Laws. Lessee acknowledges that it is relying solely upon its own inspection and due diligence activities and not upon any information (including, without limitation, environmental studies or reports of any kind) provided by or on behalf ofthe City or its agents or employees with respect thereto. Lessee agrees that it is Lessee's sole responsibility and obligation to perform any remedial activities and take such other action as is necessary to put the Property in a condition


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suitable for its intended use. Lessee's taking possession of the Property shall be conclusive evidence that the Property was suitable for Lessee's intended purposes as of the date thereof.
Release and Indemnification. The Lessee, on behalf of itself and its officers, directors, employees, successors, assigns and anyone claiming by, through or under them (collectively, the "Lessee Parties"), hereby releases, relinquishes and forever discharges the City, its officers, agents and employees (collectively, the "Indemnified Parties"), from and against any and all Losses which the Lessee ever had, now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or unknown, foreseen or unforeseen, now existing or occurring after the Effective Date, based upon, arising out of or in any way connected with, directly or indirectly (i) any environmental contamination, pollution or hazards associated with the Property or any improvements, facilities or operations located or formerly located thereon, including, without limitation, any release, emission, discharge, generation, transportation, treatment, storage or disposal of Hazardous Materials, or threatened release, emission or discharge of Hazardous Materials; (ii) the structural, physical or environmental condition of the-Property, including, without limitation, the presence or suspected presence of Hazardous Materials in, on, under or about the Property or the migration of Hazardous Materials from or to other Property; (iii) any violation of, compliance with, enforcement of or liability under any Environmental Laws, including, without limitation, any governmental or regulatory body response costs, natural resource damages or Losses arising under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA); and (iv) any investigation, cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the Property or any improvements, facilities or operations located or formerly located thereon (collectively, "Released Claims"); provided, however, the foregoing release shall not apply to the extent such Losses are proximately caused by the gross negligence or willful misconduct ofthe City following the Closing Date. Furthermore, the Lessee shall indemnify, defend (through an attorney reasonably acceptable to the City) and hold the Indemnified Parties harmless from and against any and all Losses which may be made or asserted by any third parties (including, without limitation, any of the Lessee Parties) arising out of or in any way connected with, directly or indirectly, any of the Released Claims, except as provided in the immediately preceding sentence for the City's gross negligence or willful misconduct following the Effective Date. The Lessee Parties waive their rights of contribution and subrogation against the Indemnified Parties.
Additional Environmental Terms. Lessee hereby agrees that:

(a) Lessee shall, at its sole cost and expense, comply with all Environmental Laws that are or may become applicable to Lessee's activities on the Property
i. Lessee must comply with, and must cause Lessee's Sub-contractors to comply with, all federal, state and local environmental and resource conservation laws and regulations, whether existing or promulgated later, as they apply to this lease. Lessee must include these provisions in all subleases. Some, but not all, of the major federal laws that may affect this Lease include the National Environmental Policy Act of 1969, as amended, 42 USC § § 4321 et seq.; the Clean Air Act, as amended, 42 USC § § 7401 et seq. and scattered sections of 29 USC; the Clean Water Act, as amended, scattered sections of 33 USC and 12 USC; the Resource Conservation and Recovery Act, as amended, 42 USC §§ 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 USC § § 9601 et seq Lessee and Sub-

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contractors must also comply with Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 59 Fed. Reg. 7629, Feb. 16, 1994; U.S. DOT statutory requirements on environmental matters at 49 USC § 5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 CFR Part 1500 et seq.; and U.S. DOT regulations, "Environmental Impact and Related Procedures," 23 CFR Part 771 and 49 CFR Part 622.
If Lessee or a Sub-contractor is required pursuant to any Environmental Laws to file any notice or report of a release or threatened release of Hazardous Materials or Special Wastes on, under, or about any premises Lessee uses to perform the Work required under this Lease, Lessee must provide a copy of that report or notice to the City. In the event of a release or threatened release of Hazardous Materials or special waste into the environment, or in the event of any claim, demand, action or notice made against Lessee regarding Lessee's failure or alleged failure to comply with any Environmental Law, Lessee must notify the City.
If Lessee or Sub-contractor fails to comply with any Environmental Law, the City may terminate this Lease in accordance with the default provisions of this Lease and may adversely affect Lessee's eligibility for future lease/contract awards.

Lessee shall not use, store or otherwise handle, or permit any use, storage, or other handling of, any Hazardous Material on or about or beneath the Property unless it is a material handled, used, or stored by Lessee in the ordinary course of constructing, operating and maintaining the System, in which event all such materials shall be handled, used, or stored by Lessee in accordance with applicable Environmental Law.
Lessee shall be responsible for the proper disposal of any soils, Hazardous Materials, Special Waste, debris and other materials excavated or removed in connection with the construction, operation and maintenance of the System in accordance with all applicable Laws. No excavated or removed materials shall be classified as Clean Construction and Demolition Debris without written authorization of 2FM. Lessee shall be deemed the generator on all manifests for the disposal of Hazardous Materials and Special Waste resulting from Lessee's construction activities. The City shall have the right to approve both disposers and disposal facilities, which approval shall not be unreasonably withheld.

Lessee must complete the Contractor's Affidavit Regarding the Identification of All Waste and Material Handling and Disposal Facilities, Exhibit N for each proposed facility. The Affidavit from the Contractor states that waste and materials will be handled, recycled and disposed only at those listed facilities and acknowledges terms and conditions relating thereto that Contractor has executed and attached to this Lease is incorporated by reference.
Lessee acknowledges that unless otherwise authorized in writing by the Commissioner of the Department of Fleet and Facility Management (2FM),
/ Contractor must not continue to use a recycling/disposal/handling facility identified in the Affidavit that, (i) has been cited as being in violation of any environmental law or regulation or of any City ordinance; or (ii) does not have a necessary permit. If only one site was identified in the Affidavit, Contractor must arrange for a substitute recycling/disposal/handling facility that meets the requirements specified in the Affidavit and provide a revised Affidavit to the Commissioner of

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2FM. Contractor further acknowledges that any such substitution is at no additional cost to the City, regardless ofthe reason necessitating such substitution.
Lessee shall obtain written approval from the City of all fill material to be brought on the Property prior to delivery. The Lessee will procure and place CA-6 backfill for the excavated material as necessary. The backfill material must have a letter provided from the quarry stating the material is virgin material. The Lessee or its sub-contractor will work with 2FM and provide all required documentation for suitability of backfill material prior to bringing it on site. The Lessee must obtain written verification of written approval from 2FM prior to bringing backfill material onsite. If backfill materials do not meet appropriate criteria then the Lessee shall replace with acceptable backfill at no extra charge.
JLthere is a release or threatened release of any Hazardous Materials under CERCLA or any other applicable Environmental Laws attributable to the operations or activities of Lessee or any Lessee Parties, Lessee shall promptly notify the City, and, if required by any applicable Environmental Laws, Lessee shall investigate and remediate the condition. At a minimum, any soil or soil gas not meeting the requirements of 35 IAC Section 742.305 must be removed. Any underground storage tanks ("USTs") identified must be removed and closed in accordance with applicable regulations including Title 41 of IAC Part 175 and any identified leaking USTs must be properly addressed in accordance with 35 IAC Part 734. Such work must
be completed before installing ground-mounted PV systems at the site(s).
/
Lessee shall maintain and, upon request, make available to the City, free of charge, copies of all: (i) environmental reports prepared or obtained by Lessee relating to the Property; (ii) transportation or disposal contracts relating to Hazardous Materials and associated inspection logs, manifests, schedules, receipts, load tickets and other information obtained by Lessee that tracks the generation, handling, storage, treatment and disposal of Hazardous Materials, as well as all other records required by any applicable Environmental Laws; (iii) permits issued to Lessee under any applicable Environmental Laws; (iv) documents or correspondence submitted to or received from any Governmental Authority relating to the environmental condition of the Property; and (v) any other documents concerning environmental matters relating to the Property. Lessee shall provide such copies to the City within ten (10) Business Days of receipt of the City's request.

Lessee must notify the Commissioner of 2FM, within 24 hours, of receipt of any environmental complaints, fines, citations, violations or notices of violation ("Environmental Claim") by any governmental body or regulatory agency against Lessee or Sub-contractor or by any third party relating to the loading, hauling, recycling or disposal of materials, construction debris, soil or other wastes. Lessee must provide evidence to the Commissioners of 2FM that any such Environmental Claim has been addressed to the satisfaction of its issuer or initiator.
Lessee must notify the City of any community meetings, media involvement or media coverage related to the loading, hauling, recycling or disposal of materials, construction debris, soil, and other wastes under this lease in which Lessee is asked to participate.

(i) Lessee shall obtain and maintain in effect all Permits required by any
Environmental Laws for the System and shall at all times comply with all applicable Environmental
Laws. When requested by the Commissioner of-2FM, Lessee must submit copies of all permits
required by any Environmental Law. Copies of all permits and insurance certificates that require
periodic renewal must be forwarded to 2FM throughout the duration of this Lease.
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0) Lessee must employ all reasonable measures to reduce the noise of heavy construction equipment and to control and minimize dust, smoke, and fumes from construction equipment and other operations on the Work site, and the dirt and noise created by heavy truck operations over City streets in accordance with ordinances of the City and orders of the Commissioner ofthe Chicago Department of Public Health. The discharge of Hazardous Materials into waterways and City sewers is not permitted.
ARTICLE 5 RENT, TAXES, AND UTILITIES
Base Rent. Lessee shall pay annual rent for each Site ("Base Rent") commencing on the Commercial Operation Date for each Site and thereafter through the Expiration Date.for such Site in accordance with the terms and provisions of Exhibit C. Base Rent is due, without notice, demand or setoff, on or before January 1 of each calendar year, and is payable to the City at the address specified in Section 5.2 below or such other place as the City may from time to time designate in writing to Lessee. Base Rent shall be prorated for partial years within the Term. LESSEE ACKNOWLEDGES AND AGREES THAT ALL AMOUNTS PAYABLE TO THE CITY UNDER THIS AGREEMENT CONSTITUTE RENT AND THAT THIS LEASE CREATES A TAXABLE LEASEHOLD UNDER THE ILLINOIS PROPERTY TAX CODE, 35 ILCS 200/1 et seq. [USUALLY CALLED A LEASE PAYMENT IN $/MW]
Place of Payment. Lessee shall pay Base Rent and all other amounts owed to the City under this Agreement without set-off, deduction or discount, except as expressly provided in this Agreement, in lawful money ofthe United States, to the City at the Office ofthe City Comptroller, 121 North LaSalle Street, Room 700, Chicago, Illinois 60602, or to such other place or person as the City may direct Lessee by written notice. Payment of Rent is independent of every other covenant and obligation in this Agreement. The City shall not be obligated to bill Lessee for Base Rent. Payment by Lessee to the City of compensation pursuant to this Agreement shall not be considered to be a tax and shall be in addition to and exclusive of all license fees, taxes or franchise fees which Lessee may now or in the future be obligated to pay to the City, including under a use agreement or any other agreement with the City.
Other Charges. Lessee covenants and agrees that the Base Rent specified in this Article 5 shall be absolutely net to the City, except as expressly provided in this Agreement, to the end that this Agreement shall yield net to the City the entire Base Rent, and so that all costs, fees, interest, charges, maintenance and operating expenses, utility charges, water rates, electricity charges, gas charges and Taxes levied, assessed upon or related to the Property, or any part thereof, or the use or occupancy thereof; or upon the PV Facilities or other improvements at any time situated thereon, or levied or assessed upon the leasehold interest created hereby, during the Term, shall be deemed additional Rent due and payable by Lessee hereunder.
Interest on Overdue Amounts. Base Rent and any additional Rent or other charges not paid when due shall bear interest at the Specified Rate from the due date; provided that interest on overdue Taxes or insurance premiums or other additional Rent not payable to the City shall not accrue unless and until the City has expended such amounts following Lessee's failure to pay them.
Taxes. Lessee shall pay when due, directly to the collecting authority, all Taxes which at any time during the Term of this Agreement are taxed, charged, assessed, levied or imposed upon the Property or upon the leasehold estate hereby created. Lessee shall furnish

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the City, within ten (10) days after the date when any Taxes would become delinquent, receipts of the appropriate taxing authority, or other evidence of payment reasonably satisfactory to the City. No later than the end of the calendar year in which the Commercial Operation Date for any Site occurs, Lessee shall advise the Cook County Assessor of this Agreement in order to have the Site separately assessed from other property of the City and separately assessed as a taxable leasehold estate, and in that connection, shall file appropriate tax division petitions, if necessary.
Utilities. Lessee shall be responsible for installing and/or obtaining, at its sole cost and expense, any utilities or municipal services it may require; provided, however, Lessee may not enter into any agreement with any other municipality or local government to provide utility services without notice and approval by the City ofthe conditions for furnishing such utility service. Lessee shall promptly pay for all utility services directly to the appropriate utility companies. The City has no responsibility to furnish Lessee with any utilities and makes no representations or , warranties as to the availability of utilities. The City does not warrant that any utility services will be free from interruptions. Any interruption of utility service shall not be deemed an eviction or disturbance of Lessee's use and possession of the Property or any part thereof, or render the City liable to Lessee for damages, or relieve Lessee from performance of Lessee's obligations under this Agreement.
[intentionally omitted]
Accord and Satisfaction. No payment by Lessee or receipt by the City of Base Rent or additional Rent hereunder shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or any letter accompanying any check or payment of Base Rent or additional Rent shall be deemed an accord and satisfaction, and the City may accept such check as payment without prejudice to the City's right to recover the balance of such installment or payment of Base Rent or additional Rent or pursue any other remedies available to the City. No receipt of money by the City from Lessee after the termination of this Agreement or Lessee's right of possession ofthe Property shall reinstate, continue or extend the Term or Lessee's right of possession.
ARTICLE 6 [intentionally omitted]
ARTICLE 7 CONSTRUCTION; TESTING

7.1 Construction of PV Facilities.

(a) As a condition to the issuance of a Notice to Proceed, Lessee shall submit to the City for approval (a) a Site Plan for each Site to be developed, (b) the specifications for each PV Facility to be constructed, and (c) design drawings at the 45, 90 and 100 percent completion levels (collectively, the "Site Improvement Plans"). The City shall have thirty (30) days after receipt of any such Site Improvement Plans to review and approve the same. If the City does not approve or disapprove such documents within such 30-day period, the documents shall be deemed to be approved. Lessee shall provide to the City complete copies of all final specifications and design drawings, as well as a complete set of as-built drawings for each PV Facility upon completion of such PV Facility. Prior to commencement of construction on any Site, Lessee shall also procure the approval of the final Site Improvement Plans by any and all federal, state, municipal and other governmental authorities, offices and departments having jurisdiction


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in the Site. The City will cooperate with Lessee in procuring such approval, provided that the City shall have given its prior approval to such final Site Improvement Plans.
Neither the approval by the City ofthe Site Improvement Plans nor any other action taken by the City with respect thereto under the provisions of this Agreement shall constitute an opinion or representation by the City as to the sufficiency of said Site Improvement Plans, or such design standards as the City shall have in effect from time to time, compliance with any Laws or ability of Lessee to receive any permits from any department or agency of the City or other jurisdictions, nor impose any present or future liability or responsibility upon the City. Approval shall not constitute approval of the City or its departments or agencies for any construction, extension or renovation, of any public utilities or public ways which may be necessary to service the Property. In any case where more than one standard, code, regulation or requirement applies to construction or the Site Improvement Plans, the strictest shall control.
Lessee covenants and agrees and it is an express condition of this Agreement that Lessee shall, with due diligence and at Lessee's sole cost and expense, design, install and construct the PV Facility and utility grade interconnection system on each Site in compliance with the terms of this Agreement and all applicable Laws. Lessee shall be responsible for ensuring that its Contractors construct the PV Facility and utility grade interconnection system on each Site in accordance with the final Site Improvement Plans.
Promptly following receipt of a Notice to Proceed, Lessee shall commence pre-installation activities relating to the PV Facilities, which shall include, without limitation, using Commercially Reasonable Efforts to:

obtain financing for installation of the PV Facilities;
obtain all Permits required to design, install, construct, own, operate, monitor, maintain and repair the PV Facilities;
enter into any contract(s) required to design, install, construct, own, operate, monitor, maintain and repair the PV Facilities;
obtain all necessary authority from the Utility or other regulatory entities for the operation of the PV Facilities and sale and delivery of Solar Energy; and
execute all agreements required for Utility interconnection of the PV
Facilities.
Lessee shall provide monthly status reports to the City on the progress of the pre-installation and installation activities for each PV Facility, commencing thirty (30) days after issuance of the Notice to Proceed and continuing through the Commercial Operation Date for each PV Facility.
Prior to the execution of any contracts for engineering, construction or other services, Lessee shall furnish to the City the names of the person or entity whom Lessee desires to employ and the proposed form of contract. Such contractor shall be licensed in the discipline being contracted for, experienced in design and construction of improvements comparable to those for which its services are being required by Lessee and not be listed on any local, state or federal non-responsible bidders' list, and not be debarred under any state or federal statute, regulation or proceeding. In addition, all such contracts shall include the matters required by

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Article 20 hereof and other provisions of this Agreement and shall include such other terms as may be reasonably requested by the City regarding construction practices at each Site(s).
No later than thirty (30) days prior to commencement of construction on any Site, Lessee shall also deliver to and for the benefit of the City, and shall maintain in full force and effect, a construction performance bond in such amount and in such form as required by the Department of Fleet and Facility Management. Lessee shall also include in every subcontract a provision requiring the subcontractor to have a construction performance bond filed with the City before starting work, and shall verify that the subcontractor has filed a bond before permitting the subcontractor to start work.
At least thirty (30) days prior to the commencement of any construction on any Site, Lessee shall deliver to the City a detailed budget for such Site Improvements itemizing all estimated costs of construction, and indicating all sources (including loans and equity) of funds to pay the aforesaid construction costs and demonstrate to the reasonable satisfaction of the City that it has sufficient funds to complete the construction of any improvements to be constructed and that said funds will be disbursed in a manner so as to provide reasonable assurances against the foreclosure of any Liens against the Site or Lessee's leasehold estate. If Lessee finances construction with a loan, no provision of any loan instruments or documents may conflict with the terms of this Agreement or require the City to amend this Agreement.
(i) Once commenced, Lessee shall diligently prosecute construction and
substantially complete the Site Improvements within the time required by this Agreement. If any
work does not comply with the provisions of this Agreement, the City may,'by notice to Lessee
require that Lessee stop the work and take steps necessary to cause corrections to be made.

(j) Lessee shall pay all costs of the construction incurred by Lessee, when due, and shall require all Contractors to deliver sworn statements of persons furnishing materials and labor before any payment is made and waivers of lien for all work for which payment is made, in order to prevent attachment of any Liens by reason of work, labor, services or materials furnished with respect to the Property.
(k) During the course of construction, Lessee, at its sole expense, will carry or cause to be carried, the insurance required to be carried pursuant to Section 16.2.
(I) During the course of the construction, the City, and its agents and employees on behalf of the Department of Fleet and Facility Management with responsibilities relating to the Property may enter upon and inspect each Site for the purpose of verifying that the Site Improvements are proceeding in accordance with the requirements of this Agreement. With respect to any such entry and inspection on behalf of the Department of Fleet and Facility Management, persons requiring entry shall present proper identification to Lessee. No right of review or inspection shall make the City responsible for work not completed in accordance with the Site Improvement Plans or applicable Laws. Lessee shall keep at each Site the applicable Site Improvement Plans relating to such construction, which the City may examine at all reasonable times and, if required by the City, Lessee shall also furnish the City with copies thereof.
(m) Any work performed at the direction of Lessee, even though performed by Contractors, shall be the responsibility of Lessee. All work shall be performed in accordance with (and all Site Improvements, when completed, shall comply with) the Site Improvement Plans and other documents submitted to and approved by the City, each Site(s) and construction conditions in effect at the time of construction and any other applicable Laws.

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(n) Lessee shall notify the City in writing within five (5) Business Days after completing the construction of each PV Facility. The City shall have the right to inspect the PV Facility within ten (10) Business Days after receiving such notice and shall give Lessee written notice specifying any details of construction or mechanical adjustment which remain to be performed by Lessee. Upon satisfaction of any items set forth in such notice, Lessee shall provide to the City all final specifications, as well as a complete set of as-built drawings and records of the actual costs and expenses incurred.

(o) Lessee and its Contractors shall take all steps necessary to ensure that the City enjoys the benefits of all manufacturers' warranties of System equipment and installation.,

(p) Upon completion of each PV Facility, Lessee shall document to the satisfaction of the City the value of the PV Facility by submitting to the City records of the actual costs and expenses incurred in connection with the design, acquisition, construction, installation and interconnection of the PV Facility, as well as the projected operating and maintenance expenses. By March 1 of each year of the term of this Agreement, Lessee shall provide to the City an annual accounting of operations and maintenance costs incurred during the preceding Contract Year.

(q) After the completion of each PV Facility in accordance with the provisions of Section 7.1, no alterations and changes of any kind shall be made without the written consent of the City (which may be withheld in its sole discretion).
Letter of Credit. Lessee shall deposit with the City, upon Lessee's execution and delivery of this Agreement, as security for the full and prompt performance by Lessee of all of Lessee's obligations hereunder, a Letter of Credit. In the event of a Lessee Default, the City may at once and without notice to Lessee be entitled to draw down on the Letter of Credit and apply such resulting sums to pay for the City's cure of any defaulted obligation, or to compensate the City for any loss or damage resulting from any default. The Letter of Credit shall be for a minimum period of one year, shall be renewed or replaced by Lessee not less than twenty (20) days prior to its expiration, and shall provide that the Letter of Credit may be drawn in the event that it is not so renewed or replaced. If the Letter of Credit is drawn due to a failure of Lessee to renew or replace, the proceeds of any such draw shall constitute collateral provided to the City in the form of cash. The City may keep the cash in its general funds and shall not be required to pay interest to Lessee on any such amount. The City may withdraw funds to pay any amount due and owing by Lessee under this Agreement that has not been paid within the time provided hereunder. The Letter of Credit shall not serve as a measure of the City's damages for any default under this Agreement.
System Acceptance Testing.

Lessee shall test the PV Facility at each Site ("System Acceptance Testing") and coordinate the delivery of Test Energy during such testing. The City shall cooperate with Lessee to facilitate the System Acceptance Testing, provided that Lessee shall bear all expenses in connection therewith. Lessee shall use Commercially Reasonable Efforts to schedule testing at times acceptable to the City. The City shall not be required to pay for any Test Energy.
If the results of the System Acceptance Testing demonstrate that the PV Facility is capable of delivering Solar Energy in an amount equal to or greater than the Minimum

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Guaranteed Output for four (4) continuous hours using such instruments and meters as have been installed for such purposes (the "System Requirements") and the PV Facility satisfies all other conditions of Commercial Operation, then Lessee shall send a written notice to that effect to the City (a "Completion Notice"), accompanied by a copy of the results of the System Acceptance Testing. The City shall have ten (10) Business Days after its receipt of the Completion Notice to review the System Acceptance Testing results to determine that the statements set forth therein are true, accurate and complete. If the City determines in good faith that the Completion Notice is inaccurate in any material respect or that the System fails to meet the System Requirements or other conditions of Commercial Operation, the City shall provide Lessee with a detailed notice of such material inaccuracy or failure within such 10-day period (a "Rejection Notice"). Lessee shall promptly remedy at Lessee's cost the specified failure and conduct new System Acceptance Testing until the System Acceptance Testing indicates that the System meets the System Requirements. In each such case, Lessee shall send a new Completion Notice to the City with a copy of the results of the new System Acceptance Testing as provided above.
Absent a timely Rejection Notice from the City pursuant to subsection (b) above, and provided that Lessee has obtained all Permits required for the operation of the PV Facility and such Permits are in full force and effect and there are no suits, proceedings, judgments, rulings or orders by or before any Governmental Authority that could reasonably be expected to materially and adversely affect the ability of the PV Facility to operate and produce Solar Energy, the City shall deliver the "Acceptance Certificate" in the form attached hereto as Exhibit L (the date of such certificate being the "Commercial Operation Date").
Lessee shall test the System annually during the Term hereof to ensure that community subscribers are receiving generation and provide the City with the written results thereof.
7.4 Commercial Operation.
Expected Commercial Operation Date. Lessee shall use Commercially Reasonable Efforts in accordance with Prudent Industry Practice to cause the Commercial Operation Date for each PV Facility to occur on or before the Expected Commercial Operation Date.
Delay Damages. If Commercial Operation for any PV Facility has not been achieved on or before the Expected Commercial Operation Date, Lessee shall continue the installation work and shall pay $1,000.00 per day ("Delay Damages") to the City, as liquidated damages for such delay and not as a penalty. Delay Damages shall begin to accrue on the day following the Expected Commercial Operation Date for the subject PV Facility and continue daily until the earlier of (i) the Commercial Operation Date; or (ii) the date on which Lessee owes the City a cumulative amount of Delay Damages of $100,000.00 ("Delay Damages Cap").


7.5 Right to Terminate. If any PV Facility has not achieved Commercial Operation by the date upon which Lessee has paid to the City the Delay Damages Cap, either Party shall have the right to terminate this Agreement, with respect to the subject Site, within thirty (30) days of such date upon prior written notice to the other Party of at least ten (10) Business Days, provided that Lessee may elect to cure and prevent the City's termination right under this Section 7.5 by providing notice to the City within ten (10) Business Days after the City's notice to terminate and continuing to pay daily Delay Damages beyond the Delay Damages Cap. Neither Party shall have any liability to the other Party with respect to such termination, except for Lessee's
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obligations to (a) pay to the City any unpaid Delay Damages through the date of termination, and (b) remove all of its equipment from and restore the Site as required by this Agreement.
Extension Due to Force Majeure Event. The Expected Commercial Operation Date for each PV Facility, and related termination rights in Section 4.5, shall be extended by a number of days equal to the duration of any Force Majeure Event that delays construction or the commencement of operation of such PV Facility. Lessee shall give written notice to the City describing any such Force Majeure Event within five (5) Business Days after the occurrence of the Force Majeure Event. The number of days of such extension shall be calculated from the date ofthe Force Majeure Event, provided that if the Force Majeure Event will delay Commercial Operation for more than three (3) months, either Party will have the right to terminate this Agreement without liability to the other Party.
Site Visits. During the construction, installation and start up of any portion of the System, and continuing throughout the term of this Agreement, Lessee shall permit the City and its agents, employees and representatives, upon reasonable prior notice to Lessee, to inspect the System, or any portion thereof, during normal business hours, subject to the safety rules and regulations of Lessee.
Delivery of System Documents. Lessee shall provide to the City all information that the City shall reasonably request in connection with the performance of this Agreement. Without limiting the foregoing, Lessee shall provide to the City: (i) two copies of each operation, maintenance, and/or parts manual for each PV Facility, including updates; (ii) two copies of any manuals that describe scheduled maintenance requirements, troubleshooting, and safety precautions specific to the supplied equipment, operations in emergency conditions and any other pertinent information for City personnel; and (iii) two (2) sets of as-built drawings of each PV Facility.
ARTICLE 8 SYSTEM OPERATION AND MAINTENANCE
Lessee's Duty to Operate and Maintain System. Lessee shall be solely responsible for the operation and maintenance ofthe System, at Lessee's sole cost and expense, in accordance with Prudent Industry Practice, throughout the term of this Agreement. Lessee shall, at all times during the term of this Agreement, maintain the System in good operating condition. Lessee shall bear all risk of loss with respect to the System, and shall have full responsibility for its operation and maintenance in compliance with all applicable Laws and Permits.
Qualified Personnel. Lessee shall employ or contract with qualified personnel for the purpose of operating and maintaining the System.
Permits and Compliance with Law.

(a) Lessee shall obtain and maintain in full force and effect all Permits that are necessary to design, install, construct, own, operate, monitor, maintain and repair the System and to generate, deliver and sell Solar Energy and/or renewable energy credits in accordance with this Agreement. The City shall cooperate with Lessee's efforts to obtain all such Permits, provided that Lessee shall bear all expenses in pursuing such Permits.



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(b) Lessee shall, at all times during the term of this Agreement, comply with all applicable Laws related to the operation and maintenance of the System and Lessee's performance of its obligations under this Agreement.
Planned Outages; System Maintenance. Lessee shall arrange for Planned Outages at the System, in accordance with Prudent Industry Practice and shall be permitted to reduce deliveries of Solar Energy during any period of project maintenance; provided, however, any such reductions shall not modify Lessee's obligation to meet the Minimum Guaranteed Output during any Contract Year. Lessee shall, prior to November 1 of each Contract Year, deliver to the City a schedule of Planned Outages for the System that conforms to Prudent Industry Practice. The City may, within fifteen (15) Business Days after receipt of the schedule, request reasonable modifications thereto, and the Parties shall use Commercially Reasonable Efforts to agree upon a revised schedule of Planned Outages. Lessee shall not schedule Planned Outages between 8:00 a.m. and 8:00 p.m. during the Summer Months.
Maintenance Outages; Temporary Shutdown.

In addition to the Planned Outages, if Lessee determines, in its reasonable discretion and consistent with Prudent Industry Practice, that all or a portion of the System must be removed temporarily from service for maintenance purposes (a "Maintenance Outage"), Lessee shall notify the City of the commencement date and expected duration of any such Maintenance Outage and the anticipated maintenance plan for such Maintenance Outage as soon as practicable. If the City reasonably objects to the timing of the Maintenance Outage, the City shall notify Lessee as soon as practicable and the Parties shall use Commercially Reasonable Efforts to agree upon a mutually acceptable time to conduct the Maintenance Outage.
If the City determines, in its sole discretion, that all or a portion of the System must be removed temporarily from service for each Site(s) purposes for more than a total of ten (10) days in any Contract Year (a "Temporary Shutdown"), the City will notify the Lessee of the commencement date and expected duration of any such Temporary Shutdown as soon as practicable. In such event, the City shall pay to Lessee an amount equal to the sum of the following: (i) Lessee's reasonable cost to remove and re-install or shut down and re-initiate the System or portion of the System; (ii) the cost, if any, of lost Solar Energy production during the period of Temporary Shutdown in excess of ten (10) days in any Contract Year at a fixed price no greater than the City's fixed wholesale supply retail contract rate then in effect; and (iii) an amount attributable to any lost Environmental Attributes, if any, calculated at Lessee's actual out-of-pocket loss in excess of ten (10) days in any Contract Year. The City may, at its option, elect to pay Lessee such amounts in a lump sum payment or in equal monthly payments, including interest at the Specified Rate on the unpaid balance, over not more than a twelve (12) month period.
Malfunctions and Emergencies.
(a) Each Party shall notify the other within twenty-four (24) hours after the discovery of any material malfunction in the operation of the System or of any interruption in the supply of Solar Energy. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. The Parties shall establish procedures for providing notice of emergency conditions, or conditions requiring Lessee's repair or alteration, at all times, twenty-four (24) hours per day, including weekends and holidays. If an emergency condition exists, Lessee shall promptly dispatch the appropriate personnel to perform the necessary repairs or corrective action in an expeditious and safe manner.


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(b) Notwithstanding anything to the contrary in this Agreement, in cases of emergency in which the City determines that the continued operation of any PV Facility presents an imminent threat requiring immediate action to prevent or mitigate the loss or impairment of life, health, property or essential public services, the City shall have the right to disconnect such PV Facility prior to notification of Lessee. If the City disconnects a PV Facility pursuant to this provision, the City shall give notice to Lessee as soon as practicable thereafter. If the circumstances giving rise to such disconnection were beyond Lessee's control, the duration of any disconnection by the City pursuant to this provision shall be no longer than reasonably necessary to address such circumstances. The Parties agree that only Lessee or an agent designated by Lessee will be authorized to reconnect the System after the System is disconnected by the City pursuant to this Section 8.6(b).

8.7 Records of Maintenance and Repairs. Lessee shall maintain records of all preventive and corrective maintenance performed at each PV Facility and shall submit copies of all such records to the City on a quarterly basis.

ARTICLE 9
METERING, MEASUREMENT AND TESTING

9.1 Metering Equipment. Lessee shall measure the amount of Solar Energy delivered
to the electric distribution grid and/or subscribers by the System at the Delivery Points utilizing
Class 0.2 electricity meters that meet the requirements of ANSI C12.20-2010 and IEC 687.3 in
addition to load metering, inverter monitoring, and sub-combiner monitoring meters (collectively,
"Metering Equipment"). The Metering Equipment shall measure the alternating current output of
the System on a continuous basis. The Metering Equipment shall have standard industry
telemetry capabilities and/or automated metering infrastructure that will provide the City with the
ability to incorporate the System electrical output data into the each Site(s)'s energy usage
database, and shall also make such data readily available in secure web format.
Lessee shall be responsible for maintaining the Metering Equipment in good working order in accordance with Prudent Industry Practice.
Lessee shall conduct tests of the Metering Equipment at such times as it deems appropriate in accordance with Prudent Industry Practice, but not less than once in any calendar year. The City shall be allowed to observe the tests, and Lessee shall provide notice of the testing to the City at least ten (10) Business Days prior to the testing date. Lessee shall provide certified copies of the results of any tests to the City.
In addition to the annual test, the City, or its authorized agent, shall have the right at any time to test the Metering Equipment and verify meter readings and calibrations. If such testing indicates that such equipment is in error by more than 0.3%, then Lessee shall reimburse the City for its reasonable out-of-pocket expenses in performing such testing and shall promptly repair or replace any such equipment.

9.2 1 Standard of Meter Accuracy; Resolution of Disputes as to Accuracy. All Metering
Equipment shall be accurate within a 0.3% variance. The following steps shall be taken to resolve
disputes regarding the accuracy of the Metering Equipment:

(a) If either Lessee or the City disputes the accuracy or condition of any Metering Equipment, it shall so advise the other Party in writing.
./

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If the Parties are unable to reach consensus as to the accuracy or condition of such Metering Equipment through reasonable negotiations, then any Party may request that Lessee test the Metering Equipment.
If the Metering Equipment registers within the permitted 0.3% variance, the disputing Party shall bear the cost of inspection; otherwise, the Lessee shall bear the cost.
If any Metering Equipment is found to be in error by not more than the permitted 0.3% variance, previous recordings of such Metering Equipment shall be considered accurate in computing Solar Energy hereunder.
If any Metering Equipment becomes non-operational or is found to be in error by an amount exceeding the 0.3% variance, the Parties shall endeavor in good faith to address the equipment failure based upon, among other things, historical and cyclical consumption. If no reliable information exists as to the actual period over which such equipment was registering inaccurately, it shall be assumed for correction purposes hereunder that such inaccuracy was equal to one-half of the period from the date of the last previous test of such equipment through the date of the adjustments. To the extent that the Parties are unable to adjust the inaccuracy, the issue shall be resolved in accordance with Article 17 of this Agreement.

ARTICLE 10
RECORDS, MAINTENANCE, AUDITS AND REPORTING
[intentionally omitted]
[intentionally omitted]
Records; Auditing.

Maintenance of Records. Lessee shall maintain all records with respect to its activities and business operations under this Agreement. Without limiting the foregoing, Lessee shall maintain complete and accurate records as may be necessary to ascertain the accuracy of all relevant data, estimates or statements of charges submitted hereunder until the later of (i) a period of at least three (3) years after the date the monthly invoice was received by the City, or (ii) if there is a dispute relating to an invoice, the date that is three (3) years after the date on which such dispute is resolved.
Audit Rights. The City or its representative(s) shall have the right to audit the accounts, books and records of Lessee and its Affiliates to the extent reasonably necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement and compliance with this Agreement. Any such audit(s) shall be undertaken at reasonable times and appropriate locations and consistent with Generally Accepted Accounting Principles, consistently applied; provided that the City shall be limited to one audit per PV Facility under this Section 10.3(b) during each Contract Year. Lessee agrees to reasonably cooperate with any such audit(s). This right to audit shall extend for a period of three (3) years following the date of each payment under this Agreement. The City shall pay the costs of any audit, unless the audit reveals a discrepancy or discrepancies in excess of 2% ofthe amounts reported in favor of the City, in which case Lessee shall pay the reasonable costs ofthe audit. Any Party discovering an error or discrepancy in any charge or statement shall promptly report the matter to the other Party. The Parties shall thereafter cooperate to correct the charge or statement, and the owing Party shall refund or pay, as applicable, any overpayment or underpayment, with interest at the
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Specified Rate from the date of overpayment or underpayment to the date on which payment is made; provided however, if no such errors or discrepancies are reported within three (3) years from the end of the Contract Year in which such error or discrepancy occurred, the same shall be conclusively deemed to be correct absent fraud. Lessee shall cause its Affiliates to comply with the requirements of this Section 10.3(b).

ARTICLE 11 EVENTS OF DEFAULT; REMEDIES

11.1 Lessee Events of Default. The occurrence of any one or more of the following events shall constitute a breach of this Agreement by Lessee (each a "Lessee Default"):
The System fails to generate at least fifty percent (50%) of the Expected Output as set forth on Exhibit H, pro rated for any portion of a year that the determination hereby is made, for a continuous period of ninety (90) days or for one hundred twenty (120) days in any nine (9) month period, other than as a result of Force Majeure or inclement weather, and the City notifies Lessee of the failure. If Lessee has commenced and is continuing to attempt to effect a cure within thirty (30) days of the date of receipt of such notice, a Lessee Default shall not be deemed to have occurred until the expiration of such longer period as may be reasonably necessary to complete the cure, but in no event shall such longer period exceed an additional ninety (90) days.
Lessee fails to pay any amount of money payable hereunder, including without limitation any Taxes, when due, and such failure continues for more than ten (10) days after receipt of written notice from the City that such amount is past due.
Lessee fails to perform, keep or observe, or otherwise breaches, any of the covenants, conditions, agreements or obligations of Lessee under this Agreement (other than as covered or described elsewhere in this Section 11.1) and such failure or breach continues for more than thirty (30) days after receipt of written notice from the City, or such additional time as may be reasonably necessary to remedy such default so long as Lessee is at all times diligently and expeditiously proceeding to cure such default and in fact cures such default within a reasonable time; provided, however, that such additional time beyond thirty (30) days shall not apply to a default that creates a present danger to persons or property or that materially or adversely affects the City's interest in the Property or the each Site(s), or if the failure or default by Lessee is one for which the City (or any official, employee or other agent) may be subject to fine or imprisonment.
Lessee abandons or vacates the Property during the Term.
Lessee suffers or permits any Liens or encumbrances to attach to the Property or the leasehold interest of Lessee and Lessee fails to discharge said Liens or encumbrances within thirty (30) days following written notice thereof, or within ten (10) days prior to any sale or disposition or forfeiture pursuant to such execution, whichever date shall first occur.
Lessee fails to carry all required insurance under this Agreement and such failure continues for (i) thirty (30) days after receipt of written notice from the City, so long as the City receives prior written notice of at least sixty (60) days from the insurer of any change, cancellation or non-renewal thereof as provided in Section 16.2 hereof, or (ii) ten (10) days after receipt of written notice from the City, in the event that the City receives less than sixty (60) days' written notice from the insurer of any change, cancellation or non-renewal thereof.

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Lessee (or any person having more than a 7.5% direct or indirect ownership interest in Lessee) makes orfurnishes any affidavit, statement, certification, disclosure, representation, warranty, schedule or report to the City (whether in this Agreement, an Economic Disclosure Statement or another document) which is false or misleading in any material respect as of the date made or ceases to remain true during the term of this Agreement.
Lessee fails to comply with an order of a court of competent jurisdiction or proper order of a governmental agency relating to this Agreement within the required time period.

(i) Lessee defaults under any other agreement it may presently have or may
enter into with the City during the Term of this Agreement, and fails to cure said default within any
applicable cure period. Lessee agrees that in case of an Event of Default under this Agreement,
the City also may declare a default under any such other agreements.
(j) Lessee: (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or admits in writing its inability, or is generally unable, to pay its debts as they become due; (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any federal or state bankruptcy or insolvency act or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (1) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (2) is not dismissed, discharged, stayed or restrained in each case within sixty (60) days ofthe institution or presentation thereof; (iv) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (v) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (vi) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets; (vii) causes or is subject to any event with respect to it, which, under the applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (vii) (inclusive); or (viii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any ofthe foregoing acts.

(k) Lessee assigns this Agreement or any of its rights hereunder, except as may be permitted under Article 18.

11.2 City's Remedies. Upon the occurrence of a Lessee Default, the City may exercise any one or more of the following described remedies, in addition to all other rights and remedies provided elsewhere herein or at law or equity:

(a) terminate this Agreement upon prior written notice to Lessee of at least
thirty (30) days, in which event the City may forthwith repossess the Property and be entitled to
recover forthwith as damages any sums for which Lessee is liable or in respect of which Lessee
has agreed to indemnify the City under any provisions of this Agreement which may then be due
and owing;
(b) suspend performance of its obligations under this Agreement;


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draw upon the Letter of Credit and use the proceeds thereof to pay or reimburse the City for performance of Lessees' obligations or compensate the City for any damages owed to the City by Lessee;
if the applicable Lessee Default arises out of Lessee selling the Solar Energy to a third party in violation of this Agreement, Lessee agrees that in addition to other remedies available to the City, Lessee shall pay the City an amount equal to the proceeds of any third-party sales;
deem Lessee non-responsible in future procurements by the City; and
pursue any other remedy it may have at law or in equity.

City Defaults. The occurrence of any one or more of the following events shall constitute a breach of this Agreement by the City (each, a "City Default"):

[intentionally omitted]; or
The City fails to perform, keep or observe, or otherwise breaches, any of the covenants, conditions, agreements or obligations ofthe City under this Agreement (other than as covered or described elsewhere in this Section 11.3) and such failure or breach continues for more than thirty (30) days after receipt of written notice from Lessee, or such additional time as may be reasonably necessary to remedy such default so long as the City is at all times diligently and expeditiously proceeding to cure such default and in fact cures such default within a reasonable time; or
If (i) the City shall be adjudicated bankrupt or become subject to an order for relief under federal bankruptcy law, (ii) the City shall institute a proceeding seeking an order for relief under federal bankruptcy law or seeking a reorganization, arrangement, adjustment or composition of it or all of its debts under Illinois bankruptcy law, (iii) with the consent of the City, there shall be appointed a receiver, liquidator or similar official for the City under federal bankruptcy law or under Illinois bankruptcy law, or (iv) without the application, approval or consent of the City, a receiver, trustee, liquidator or similar official shall be appointed for the City under federal bankruptcy law or under Illinois bankruptcy law or a proceeding described in clause (ii) above shall be instituted against the City, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
Lessee's Remedies. Upon the occurrence of a City Default, Lessee may exercise any one or more of the following described remedies, in addition to all other rights and remedies provided elsewhere herein or at law or equity:

terminate this Agreement upon prior written notice to the City of at least thirty (30) days;
cease the provision of all Solar Energy and remove the System in compliance with the conditions of Section 3.7 hereof;
sell to a third Person, free and clear of any claims by the City, all Solar Energy for such period during which Lessee suspends performance hereunder; or



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(d) in case of a City Default which results in a termination of this Agreement by Lessee, in lieu of any other remedy hereunder, the City shall pay the Termination Value pursuant to Section 3.7(b).

11.5 Other Provisions.
In addition to any other right or remedy that the City may have, the City may (but shall not be obligated to) cure at any time, with prior written notice of at least thirty (30) days to Lessee (except in an emergency), any failure by Lessee to perform under this Agreement and whenever the City so elects, all reasonable costs and expenses incurred by the City in curing such failure, including, without limitation, reasonable attorney's fees, shall be paid by Lessee to the City within thirty (30) days following the City's invoice therefor, and if not paid within such 30-day period, shall bear interest at the Specified Rate.
If the City exercises the remedies provided for in Sections 11.5(a) above, Lessee shall surrender possession and vacate the Property or appropriate portion thereof immediately and deliver possession thereof to the City, and Lessee hereby grants to the City full and free license to enter into and upon the Property in such event and take complete and peaceful possession of the Property, to expel or remove Lessee and any other occupants and to remove any and all property therefrom without being deemed in any manner guilty of trespass, eviction, forcible entry and detainer, or conversion of property and without relinquishing the City's right to Rent or any other right given to the City hereunder or by operation of law.
All property removed from the Property by the City pursuant to any provision of this Agreement or by law may be handled, removed or stored in a commercial warehouse or otherwise by the City at the risk, cost and expense of Lessee, and the City shall in no event be responsible for the value, preservation or safekeeping thereof. Lessee shall pay the City, upon demand, any and all expenses incurred by the City in such removal and storage charges against such property so long as the same shall be in the City's possession or under the City's control. All property not removed from the Property or retrieved from storage by Lessee within thirty (30) days after receipt of written notice from the City shall, if the City so elects, be conclusively deemed to have been forever abandoned by Lessee, in which case such property may be sold or otherwise disposed of by City without further accounting to Lessee.
Lessee shall pay all of the City's costs, charges and expenses, including court costs and attorneys' fees, incurred in successfully enforcing Lessee's obligations under this Agreement.
No waiver by the City of default of any of the terms, covenants or conditions hereof to be performed, kept and observed by Lessee shall be construed to be or act as a waiver of any subsequent default of any of such terms, covenants and conditions. No failure by the City to timely bill Lessee for any rentals, fees or charges of any kind shall in any way affect or diminish Lessee's obligation to pay said amounts. The acceptance of Rent, whether in a single instance or repeatedly, after it falls due, or after knowledge of any breach hereof by Lessee, or the giving or making of any notice or demand, whether according to any statutory provisions or not, or any act or series of acts except an express written waiver, shall not be construed as a waiver of any right hereby given the City, or as an election not to proceed under the provisions of this Agreement. The rights and remedies hereunder are cumulative and the use of one remedy shall not be taken to exclude or waive the right to the use of another, except where rights and remedies are specifically limited as set forth elsewhere in this Agreement.


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ARTICLE 12 LIMITATION OF LIABILITY; SURVIVAL
Limitation on Liability. The City and Lessee each hereby expressly, irrevocably, fully and forever releases, waives and relinquishes any and all right to receive from the other (or any past, present or future member, trustee, director, officer, employee, agent, representative, or advisor ofthe other), in any claim, demand, action, suit, proceeding or cause of action in which the City and Lessee are parties, special, punitive, exemplary, incidental, indirect, or consequential damages, or losses or damages for lost revenue or lost profits or other business interruption damages, which in any way (directly or indirectly) arises out of, results from or relates to any of the following, in each case whether now existing or hereafter arising, whether foreseeable or not, and whether based on contract or tort or any other legal basis: this Agreement; any past, present or future act, omission, conduct or activity with respect to this Agreement; any transaction, event or occurrence contemplated by this Agreement; the performance of any obligation or the exercise of any right under this Agreement; or the enforcement of this Agreement. Lessee and the City reserve the right to recover actual damages, with interest, attorneys' fees, costs and expenses as provided in this Agreement, for any breach of this Agreement. To the extent any damages required to be paid hereunder are liquidated, the Parties acknowledge that the damages are difficult or impossible to determine, that otherwise obtaining an adequate remedy is inconvenient, and that the liquidated damages constitute a reasonable approximation ofthe anticipated harm or loss. It is the intent of the Parties that the limitations herein imposed on remedies and the measure of damages be without regard to the cause or causes related thereto, including the negligence of any Party, whether such negligence be sole, joint or concurrent, or active or passive. The Parties hereby waive any right to contest such payments as an unreasonable penalty. The Parties acknowledge and agree that money damages and the express remedies provided for herein are an adequate remedy for the breach by the other of the terms of this Agreement, and each Party waives any right it may have to specific performance with respect to any obligation of the other Party under this Agreement.
Survival. The provisions of this Article 12 shall survive the termination of this Agreement.
Third-Party Claims. The provisions of this Article 12 shall not apply with respect to claims made pursuant to Section 16.1.
ARTICLE 13 FORCE MAJEURE

13.1 Definition.

(a) "Force Majeure Event" means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control, and not the result of the fault or negligence, of the affected Party and such Party has been unable to overcome such act or event with the exercise of due diligence (including the expenditure of commercially reasonable sums). Subject to the foregoing conditions, a Force Majeure Event may include: (i) natural phenomena, such as storms, tornados, floods, lightning and earthquakes; (ii) explosions or fires arising from lightning or other causes unrelated to the acts or omissions of the Party seeking to be excused from performance; (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist acts, or rebellion; (iv) any restraint

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or restriction imposed by a Governmental Authority, which by exercise of due diligence and in compliance with applicable Law a Party could not reasonably have been expected to avoid and to the extent which, by exercise of due diligence and in compliance with applicable Law, has been unable to overcome (so long as the affected Party has not applied for or assisted such act by a Governmental Authority).

(b) Notwithstanding the foregoing, the term "Force Majeure Event" does not
include:
[intentionally omitted], or
inability of a Party to make payment when due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above.

Excused Performance. Except as otherwise specifically provided in this Agreement, neither Party shall be considered in breach of this Agreement or liable for any delay or failure to comply with the Agreement, if and to the extent that any failure or delay in such Party's performance of one or more of its obligations hereunder is attributable to the occurrence of a Force Majeure Event; provided, that the Party claiming relief under this Article 13 shall as soon as practicable (a) notify the other Party in writing ofthe existence ofthe Force Majeure Event, (b) exercise all Commercially Reasonable Efforts necessary to minimize delay caused by such Force Majeure Event, (c) notify the other Party in writing when it is able to resume performance of its obligations and compliance with such conditions under this Agreement, and thereafter (d) resume performance of its obligations hereunder. If Lessee claims relief pursuant to a Force Majeure Event, the City shall be excused from making payment to Lessee until Lessee resumes performing its obligations under this Agreement; provided, however, that the City shall not be excused from making any payments due for any Solar Energy delivered prior to the Force Majeure Event performance interruption. If deliveries of Solar Energy are prevented in whole or in part by a Force Majeure Event, the deliveries in question shall not be made up and the term of this Agreement shall not be extended to permit any makeup or offset of the lost deliveries.
Force Majeure Termination.

Either Party may terminate this Agreement, without liability to the other Party, by giving written notice of such termination to the other Party, if a single Force Majeure Event occurs and prevents Lessee from making available, or the City from taking, all ofthe Solar Energy, or its other-material obligations or conditions under this Agreement for a period of one hundred twenty (120) consecutive days or one hundred eighty (180) days in the aggregate, provided, that if the claiming Party is the Party electing to terminate this Agreement, the claiming Party shall only be entitled to terminate this Agreement under this Section 13.3(a) if it has met its obligations under Section 13.2. Such termination shall be effective upon receipt of notice from the terminating Party by the non-terminating Party.
Notwithstanding the provisions of Section 13.3(a), if the Force Majeure Event is one that has materially and adversely affected the production and sale of Solar Energy as contemplated by this Agreement and if:
(i) the Force Majeure Event is such that the suspension can be corrected through repair or restoration work to the System or other actions by Lessee;


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Lessee furnishes to the City as soon as practicable after such Force Majeure Event, but in no event later than ninety (90) days after the occurrence of such Force Majeure Event, the plans and, if applicable, the construction contract, for the restoration or repair of the System, together with evidence reasonably satisfactory to the City of the total cost of restoration or repair of the System and of Lessee's ability to finance such total cost;
the City has the reasonable opportunity to review and comment on such plans and financing; and
Lessee has undertaken and is diligently pursuing the repair work, restoration or other actions, then neither Party shall have the right to terminate this Agreement during such suspension so long as Lessee is using Commercially Reasonable Efforts and applying Prudent Industry Practice to complete such repair work, restoration or such other actions.

13.4 Obligations. No Party shall be relieved by operation of this Article 13 of any liability for breach of any obligations that were to be performed or that accrued prior to the Force Majeure Event. If the City claims relief pursuant to a Force Majeure Event, Lessee may sell all or a portion of the Solar Energy to any Person; provided that no such sale shall be for a term of more than one hundred twenty (120) consecutive days. Upon resumption of the City's ability to perform under this Agreement, Lessee shall continue to be excused for failure to make available Solar Energy to the City to the extent resulting from Lessee's obligations under third-party contracts that Lessee entered into as permitted under this Section 13.4, until such third-party contracts are required to be terminated in accordance with the following:
if the estimated duration of the Force Majeure Event, as stated in the notice provided by the City pursuant to Section 13.2 (as may be updated from time to time), is less than 180 days, Lessee shall use Commercially Reasonable Efforts, but shall not be required, to terminate such sales prior to the end of the period stated in the notice (as updated from time to time) if the actual period of such Force Majeure Event ends prior to such date, and
in the event that the estimated duration of such Force Majeure Event, as stated in the original notice provided by the City pursuant to Section 13.2, is equal to or greater than 180 days, Lessee shall terminate such sales no later than the date that is 30 days after the City delivers notice to Lessee that the period of such Force Majeure Event has ended; provided,
' however, that Lessee shall use Commercially Reasonable Efforts, but shall not be required, to terminate such sales on such lesser notice as the City may provide; provided, further, that notwithstanding anything to the contrary in this Agreement, Lessee shall not be required to terminate such sales prior to the date that the City estimated as the date of the end of the period of the Force Majeure Event in its original notice specifying the estimate of the period of such Force Majeure Event.
ARTICLE 14 GENERAL COVENANTS
14.1 Lessee's Covenants. As a material inducement to the City's execution and delivery of this Agreement, Lessee covenants and agrees to the following:

(a) System Condition. Lessee shall take all actions consistent with Prudent Industry Practice to ensure that the System is capable of providing Solar Energy at the Minimum Guaranteed Output.


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Permits and Approvals. Lessee shall obtain and maintain all Permits necessary to design, install, construct, own, operate, monitor, maintain and repair the System and generate, deliver and sell Solar Energy in accordance with this Agreement. Lessee shall deliver copies of all such Permits to the City.
Health and Safety. Lessee shall take all necessary and reasonable safety precautions with respect torthe installation, operation and maintenance of the System, in compliance with all applicable Law relating to the safety of persons and real and personal property. Lessee shall immediately report to the City any death, lost time, injury or damage to the City's property that occurs at any Site.
Liens and Encumbrances. Lessee shall not engage in any financing or other transaction which would create any mortgage, encumbrance or Lien on the Property, or directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the Property or any interest therein without the prior written consent of the City. Lessee shall promptly pay when due all Taxes, bills, debts, obligations, charges or fees relating to any work or services performed under this Agreement by Lessee or its Contractors on the Property. If Lessee breaches its obligations under this Section 14.1(d), it shall immediately notify the City in writing, shall promptly cause such Lien to be discharged and released of record without cost to the City, and shall defend and indemnify the City against all costs and expenses (including reasonable attorneys' fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien.
No Infringement. The System and Lessee's services hereunder, including, but not limited to, the installation, operation and maintenance of the System, or any portion thereof, shall not infringe any third party's intellectual property or other proprietary rights.
Laws. Lessee shall carry out the activities set forth in this Agreement in accordance with all applicable Laws.

14.2 City Covenants. As a material inducement to Lessee's execution and delivery of this Agreement, the City covenants and agrees that it shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. If the City breaches its obligations under this Section 14.2, it shall immediately notify Lessee in writing, and shall promptly cause such Lien to be discharged and released of record without cost to Lessee.

ARTICLE 15 REPRESENTATIONS AND WARRANTIES

15.1 Lessee's Representations and Warranties. In addition to any other representations and warranties contained in this Agreement, Lessee represents and warrants as follows:

(a) Lessee is a , duly organized, validly existing and
in good standing under the laws of the State of , and is qualified to conduct
business in each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Lessee.
(b) Lessee has the full right, power and authority to enter into, execute, deliver
and perform its obligations under this Agreement, and is not prohibited from entering into this

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Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement.
Lessee's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby have been duly authorized by all necessary corporate or other action, and will not violate any existing applicable Law or result in a breach of, or constitute a default under, any other agreement to which Lessee is a party or by which any of its property is bound, or require the consent of any trustee or holder of any indebtedness or any other party to any other agreement with Lessee.
This Agreement constitutes a legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms, except as may be limited by applicable federal or state bankruptcy or insolvency act or other similar laws now or hereafter in effect affecting creditors' rights, or by the exercise of judicial discretion in accordance with general principles of equity.
There is no action, litigation, investigation or proceeding pending or, to the best of Lessee's knowledge, threatened against Lessee or its Affiliates by or before any court or other Governmental Authority, and Lessee knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (i) affect the ability of Lessee to perform its obligations hereunder; or (ii) materially affect the operation or financial