OFFICE OF THE MAYOR
CITY OF CHICAGO
LORI E. LIGHTFOOT
MAYOR
February L 2023
TO THE HONORABLE, THE CITY COUNCIL OF THE CI TY OF CHICAGO
Ladies and Gentlemen:
At the request ofthe Commissioner of Assets, Information, and Services, I transmit herewith an ordinance authorizing the execution ofa Franchise Agreement and Energy and Equity Agreement with Commonwealth Edison Company.
Your favorable consideration ofthis ordinance will be appreciated.
Very truly yours,
ORDINANCE
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1: Article Xll of Chapter 11-4 of the Municipal Code of Chicago is hereby repealed in its entirety and replaced with a new Article Xll, as follows:
ARTICLE Xll. ELECTRIC UTILITY FRANCHISE CONTROL AND ENFORCEMENT (11-4-1680 etseq.)
11-4-1680 Definitions.
"Annual basis" means July 1, 2023 and every year thereafter until the termination or expiration of the agreement.
"Board" means the Board of Directors for the Clean Energy and Equity Collaborative NFP.
"Chief Sustainability Officer" means the head or acting head of the Chicago Office of Climate and Environmental Equity, or its successor office or department, or such Chief Sustainability Officer's designee.
"City" means the City of Chicago, a municipality of the State of Illinois and a home rule unit of government pursuant to Article Vll, Section 6 of the 1970 Constitution of the State of Illinois, and where consistent with the context, its offices, departments, agencies, divisions, boards, bureaus, officers and employees.
"Climate Action Plan" means a document of the same name published most recently in 2022 by the Chicago Office of the Mayor, and which may be updated from time to time and republished by the Chicago Office of Climate and Environmental Equity.
"Committee" means the City Council Committee on Environmental Protection and Energy or that committee designated by the City Council as having jurisdiction over the Franchise Agreement and the EEA.
"Commissioner" means the Commissioner of Assets, Information, and Services or its successor agency, or such Commissioner's designee.
"Energy and Equity Agreement" or "EEA" means the agreement of the same title between the City and the Licensee entered into pursuant to SECTION 3 of this ordinance.
(i) "Franchise Agreement" means the electric utility license agreement between the
City and the Licensee entered into pursuant to SECTION 2 of this ordinance.
(j) "Licensee" means Commonwealth Edison Company, its successors, assignees and all other persons controlled by Commonwealth Edison Company.
Capitalized terms otherwise not defined have the same meaning as those same terms in the Franchise Agreement.
Page 1 of 5
11-4-1690 Modification or termination of agreement.
Modification. Any modification to the Franchise Agreement shall: (i) be in writing; (ii) establish the factual background relating to such modification; (iii) set forth the terms and conditions of such modification; and (iv) be duly executed by both the City, acting through the Commissioner, and the Licensee. Any modification to the EEA shall be in writing and agreed to by an authorized representative of each party; for the City this authorized representative must be the Mayor or the Chief Sustainability Officer or their respective duly authorized designee. Any modification to the Franchise Agreement or EEA shall take effect only upon execution and delivery thereof by both the City and Licensee. Upon such execution and delivery, the modifications shall become a part of the Franchise Agreement or the EEA, as applicable, and all other provisions of the Franchise Agreement or the EEA shall otherwise remain in full force and effect. In the case of material modifications, as defined in Section 12.3 of the Franchise Agreement, the modifications shall take effect upon the adoption of an ordinance by the City Council of the City of Chicago.
Periodic Reporting. By July 1, 2036, based on consultation with the Com Ed-City Coordination Council provided in accordance with Paragraph 3.4.2 of the Franchise Agreement, the Commissioner and the Chief Sustainability Officer shall provide a report to the Committee on the advisability of modifying or terminating the Franchise Agreement. The report shall contain two sections. The first section shall recite relevant facts, including without limitation changes in laws, public regulations, economic conditions, or in the art or methods of providing electric energy and shall conclude with a recommendation to the Committee on the advisability of transmitting a written demand for an arbitration board to consider the need for modification of the Franchise Agreement as to any issue other than term, municipal compensation, or municipal acquisition, as per Section 8.9.4 of the Franchise Agreement. The second section of the report shall recite current conditions in the financial markets, electric service rate levels and structures in comparable cities, the equitable advancement of a clean energy transition through the EEA, and other factors that assist the Commissioner in estimating the effect on ratepayers and on the City of terminating the Franchise Agreement pursuant to its terms, and shall conclude with a recommendation as to the advisability of terminating the Franchise Agreement, including a recommendation of the advisability of municipalization pursuant to Section 5 of the Franchise Agreement/The Committee shall vote on a motion to accept this report.
Termination. The Franchise Agreement may be terminated by the City during the term of the Franchise Agreement, upon giving of a one-year written notice to the Licensee, if a Material Licensee Breach as defined in Section 3.3.1 of the Franchise Agreement has occurred. If no Material Licensee Breach occurs, the Franchise Agreement shall remain in force until at least December 31, 2037 unless there occurs an earlier municipal acquisition pursuant to Section 5 of the Franchise Agreement. If the parties by mutual agreement by December 31, 2036 exercise an option to extend the Franchise Agreement through the Extension Term, as defined in Section 1.18 of the Franchise Agreement, the Franchise Agreement shall continue in full effect until December 31, 2042 unless there occurs an earlier municipal acquisition pursuant to Section 5 of the Franchise Agreement. Beginning December 31, 2037, or, if the option to extend the Franchise Agreement is exercised, beginning December 31, 2042, either the City or the Licensee must give at least one year of written notice as described in Section 3.4 of the Franchise Agreement that it intends to terminate the Franchise Agreement. The EEA shall terminate at the earlier of December 31, 2042 or concurrently with any prior termination of the Franchise Agreement.
Page 2 of 5
11-4-1700 Clean Energy and Equity Collaborative Not-for-Profit.
The Mayor, with advice and consent of the City Council, shall appoint five representatives to the Board of the Clean Energy and Equity Collaborative NFP ("Entity") as detailed in Section 3 of the EEA, including at least one member of the Energy and Equity Advisory Panel. The function of the Entity shall be to consider, discuss and determine the projects that will receive funding to achieve the goals within the Climate Action Plan, and subsequent or supplementary climate initiatives, pertaining to the development of a more equitable energy system by way of increased access to programs and technologies that improve energy efficiency, electrification, and access to clean energy. In accordance with the EEA, the Board will consider projects to fund from contributions by Licensee or from other sources. Also in accordance with the terms of the EEA, the Entity will to share information with the City and the public through a publicly available website or similar public communications system about the funded projects, including, but not limited to, selection criteria, granted organizations, outcomes of grantees, distributed and remaining funds, any external funds secured for distribution, and impacts of grant-funded projects on the Climate Action Plan.
11-4-1710 ComEd-City Coordination Council.
On an annual basis, the Chief Sustainability Officer shall name, consistent with the EEA, three City employees to act on the ComEd-City Coordination Council. Once named, the Chief Sustainability Officer shall report the names of the staff representatives to the Committee. The ComEd-City Coordination Council shall, among other duties listed in Section 4 of the EEA, coordinate on providing regular updates to the Committee on progress in achieving the energy and decarbonization goals of the City and the State, including goals listed in the Climate Action Plan, and other climate initiatives.
11-4-1720 Energy and Equity Advisory Panel.
The Chief Sustainability Officer shall, pursuant to a process which is mutually agreed to with the Licensee, establish an Energy and Equity Advisory Panel in accordance with Section 5 of the EEA, including naming six to twelve representatives from community organizations, not-for-profit organizations, local businesses, faith-based organizations, schools, and other stakeholders, plus one representative from the Committee and designated staff representatives from the Parties. Once named, the Chief Sustainability Officer shall report the names of the representatives to the Committee. The Energy and Equity Advisory Panel will meet at least quarterly to make recommendations to the Clean Energy and Equity Collaborative Not-for-Profit and the ComEd-City Coordination Council, as well as to the Committee to call hearings to discuss any relevant topics related to the Energy and Equity Agreement.
11-4-1730 Annual reporting to City Council.
(a) On an annual basis, the Licensee shall provide the Commissioner with an annual report, which shall contain the following information (capitalized terms used in this list have the meanings set forth in the Franchise Agreement):
an updated year-end Plant Report for the previous year;
an overview of the Licensee's construction activities in Public Ways or Property during the previous year;
an overview of the Licensee's plans for major construction projects in Public Ways or Property during the succeeding twelve months;
Page 3 of 5
an overview of substation inspections described in Section 8.4 of the Franchise Agreement;
an overview on the Licensee's activities and initiatives regarding equal opportunity participation goals, including with respect to MBEs, WBEs, and City residents from EIEC or SEDA communities, as described in Section 7.1.3.1 of the Franchise Agreement;
annual data on zip code-level arrearages, shutoffs and customer assistance distribution, as well as its specific investments and activities designed to increase utilization and awareness of assistance programs in zip codes with high arrearages and shutoffs; and
any available annual reporting information as prescribed by the EEA.
The Commissioner shall share this report with the Committee not more than 15 days after such information is received.
The Chief Sustainability Officer, in consultation with the ComEd-City Coordination Council, shall report to the Committee, on an annual basis, an update on the goals, commitments, objectives and areas of mutual interest set forth in the EEA.
11-4-1740 Other reporting.
Any report, document, record or other relevant information provided to the City pursuant to the Franchise Agreement or the EEA, including but not limited to, the annual report required pursuant to Section 8.1.1 of the Franchise Agreement, substation inspections required pursuant to Section 8.4 of the Franchise Agreement, all filings provided pursuant to Section 8.5 of the Franchise Agreement, and other enforcement information required under Section 8.7 of the Franchise Agreement, shall be provided by the Commissioner to the Committee not more than 15 days after such information is received.
The Commissioner shall file a report with the Committee summarizing the biannual meeting conducted pursuant to Section 8.1.3 of the Franchise Agreement. The report shall be filed within 15 days after such meeting.
The Commissioner shall file status reports with the Committee on active dockets before the Illinois Commerce Commission as well as reports on the status of pending state and federal legislation affecting the relationship between the City and the Licensee, specifically regarding rates, rate structures, conservation, energy efficiency, open access, ratepayer rights, municipal acquisition, and any further subject discussed in the EEA or any other issue that the Commissioner believes relevant to an ongoing understanding of the relationship between the City and the Licensee. These reports shall be filed with the Committee quarterly, beginning July 1,2023.
SECTION 2. The Mayor is authorized to negotiate and enter into a Franchise Agreement with the Licensee, as these terms are defined in Section 11-4-1680 of the Municipal Code, substantially in the form attached hereto as Exhibit A (the "Franchise Agreement").
SECTION 3. The Mayor is authorized to negotiate and enter into an Energy and Equity Agreement with the Licensee, as these terms are defined in Section 11-4-1680 of the Municipal Code, substantially in the form attached hereto as Exhibit B (the "Energy and Equity Agreement").
Page 4 of 5
SECTION 4. This ordinance shall be in full force and effect upon its passage approval.
Page 5 of 5
EXHIBIT A
ORDINANCE AND AGREEMENT BETWEEN THE CITY OF CHICAGO AND COMMONWEALTH EDISON COMPANY
This Ordinance and Agreement ("License" or "Ordinance") is made and entered into as of the [DATE] day of [MONTH], 2023, between Commonwealth Edison Company, an Illinois corporation and an Illinois public and electric utility ("ComEd" or "Licensee") and the City of Chicago, an Illinois home rule municipality ("City"; Licensee and City are sometimes referred to herein individually as a "Party" and collectively as the "Parties"), the latter operating through various offices and departments, including but not limited to its Department of Assets, Information and Services ("AIS"), Department of Aviation ("CDA"), Department of Transportation ("CDOT'), Department of Law ("DOL"), Department of Water Management ("DWM"), Chief Sustainability Officer, and Office of the Mayor.
RECITALS
WHEREAS, the City is a home rule unit of government as defined in Section 6(a) of Article VII ofthe 1970 Constitution of the State of Illinois, and operates through various offices and departments, including but not limited to the AIS, CDA, CDOT, DOL, DWM, Chief Sustainability Officer, and the Office of the Mayor;
WHEREAS, ComEd is a corporation organized and existing under the laws of the State of Illinois and is regulated under the Illinois Public Utilities Act and the Federal Power Act;
WHEREAS, pursuant to an ordinance adopted May 25,1948, and approved on June 10, 1948, the City of Chicago granted certain rights to ComEd to provide electric utility services within the City of Chicago (the "1948 License");
WHEREAS, pursuant to an ordinance adopted December 11, 1991, and made effective on January 1, 1992, the City of Chicago renewed the grant of certain rights to ComEd to provide electric utility services within the City of Chicago, with certain amendments and modifications thereto (the "1992 License"), and repealed the 1948 License, except for Section 4.4 therein;
WHEREAS, CDOT is charged with managing and regulating the public right-of-way in Chicago, enforcing CDOT's rules and regulations, and enforcing certain provisions of the Municipal Code of Chicago and CDOT regulations promulgated thereunder with respect to the activities of ComEd and other users in the public rights-of-way in Chicago;
WHEREAS, DWM is, among other things, responsible for operating and maintaining the waterworks ofthe City, and is a user of Licensee's electric utility service;
WHEREAS, CDA, among other things, manages and controls two of the world's most connected airports, and is a user of Licensee's electric utility service;
WHEREAS, the Licensee is a public and electric utility providing service to retail customers within Chicago pursuant to rates on file with the ICC and FERC;
WHEREAS, pursuant to the Municipal Codeof Chicago Section 2-51-050(18), ATS is charged with the oversight and implementation of the 1992 License;
WHEREAS, the Parties have worked together and agree to enter into a new ordinance and agreement renewing the existing grant to Licensee under the 1992 License, with certain amendments and modifications as set forth in this License; and
WHEREAS, the Parties desire to promote and support various equity initiatives as set forth herein and in the EEA (as hereinafter defined), and promote and support initiatives to provide electric service without unreasonable discrimination throughout the City.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
The electric utility license agreement between the City and the Licensee is renewed on the terms and conditions set forth in this License. This License shall have the effect of, and shall be, a contract between the City and the Licensee and shall be a statement of the rights and obligations of the City as well as of the Licensee.
1. DEFINITIONS
When capitalized and used in this Ordinance, the following terms shall have the meanings given, unless a different meaning is expressed or clearly indicated by the context. Words not defined herein shall be given their common and ordinary meaning.
"1948 License": Has the meaning set forth in the Recitals above.
"1992 License": Has thc meaning set forth in the Recitals above.
"Annual Report": The report to be provided to the City by the Licensee pursuant to Paragraph 8.1.1 hereof.
"Capital Security": A share of capital stock or evidence of long-term debt.
"Certified": This term shall mean, with respect to a minority business enterprise or women's business enterprise, an organization which is (a) female-owned or minority-owned as such ownership is set forth in rules, regulations and/or definitions (collectively, "Supplier Diversity Definitions") adopted from time to time by Licensee to meet the requirements of Section 5-117 ofthe Illinois Public Utilities Act (220 ILCS 5/5-117) ("Supplier Diversity Statute"), and (b) certified by either (i) one of the certifying entities identified by Licensee in its annual report submitted in accordance with the Supplier Diversity Statute and published by the ICC on its website in accordance with subsection (f) ofthe Supplier Diversity Statute, or (ii) to the extent not already a certifying entity described in clause (i), the City or Cook County, Illinois. The City acknowledges receipt from Licensee of Licensee's Supplier Diversity Definitions which are in effect as ofthe date hereof.
"Chicago": The geographical area within the political boundaries ofthe City of Chicago, including all territory subsequently annexed but not including territory|1010|
subsequently disconnected, as those boundaries are defined at the time service is provided by Licensee; provided that notice of any change in boundaries has been provided as contemplated by Paragraph 6.8.
"Citation": Any citation, ticket, administrative complaint, or similar notice related to an alleged violation ofthe Municipal Codeof Chicago or any ofthe rules and regulations of the City.
"City": Has the meaning set forth in the introductory paragraph of this License above. Where consistent with the context, the term "City" shall include the agencies, divisions, boards, bureaus, officers, and employees of the City.
"Commissioner": In the absence of an express reference otherwise, the term "Commissioner" shall mean the Commissioner of AIS (or its successor agency) or such Commissioner's designee.
"Competent Authority(ies)": Any governmental body or forum vested by law with authority to do the act or to make the order, rule or regulation involved, including, without limitation, FERC, thc ICC, and any reliability organizations or regional transmission organizations operating under the authority or supervision of one or both of FERC and the ICC. In the absence of any such other governmental body or forum, the City shall constitute a Competent Authority to the extent it has the authority to act.
"Confidential Materials": Confidential data and other materials that may be provided by Licensee in connection with this License including (a) anything that constitutes Critical Energy Infrastructure Information under federal law, (b) maps and other records regarding the location or security of generation, transmission, distribution, storage, gathering, treatment, or switching facilities of Licensee, (c) other infonnation that could, in the reasonable judgement of Licensee, compromise the safety, security, or reliability of the electric system, (d) identifiable data ofa person or customer other than the City, or (e) information that the Licensee asserts constitutes trade secrets, proprietary, commercial, or financial information, the disclosure of which could cause competitive harm.
"Continuation Term": The portion of the Term of this License that commences on January 1, 2028, and ends on the later of December 31, 2037 or such later date as either Party may determine to terminate as provided in Paragraph 3.4 below.
"Depreciation Reserve": The net credit balance in the Licensee's reserve for depreciation as of December 31, 2022, plus all amounts thereafter credited to such account, for or in connection with the depreciation of Utility Facilities, and less all amounts thereafter charged to such account in connection with the retirement of Utility Facilities.
"EEA": That certain Energy and Equity Agreement to be entered by and between the City and Licensee and approved by the Chicago City Council concurrently with this License.
"Effective Date": The date this License becomes effective pursuant to Paragraph 3.2 hereof.|1010|
"EIEC": Equity Investment Eligible Communities (as such term is defined in the Climate and Equitable Jobs Act, Illinois Public Act 102-0662).
"Entity": The Illinois not-for-profit entity formed or to be formed, as contemplated by the EEA.
"Extension Term": If the Parties have mutually agreed to extend the Term as provided in Paragraph 3.4 of this Agreement, that portion of the Term of this License that shall commence on January 1, 2038, and ends on December 31, 2042, as such period may be further extended as provided in Paragraph 3.4 below.
"FERC": The Federal Energy Regulatory Commission or its successors.
"Good Faith Efforts": Efforts to undertake actions that by their scope, intensity, and appropriateness can reasonably be expected to accomplish a certain outcome.
1.21 "ICC": The Illinois Commerce Commission or its successors.
"Initial Term": The portion ofthe Term of this License that commences on the Effective Date and ends on December 31, 2027.
"Liability": Actual loss or damage to property or injury to or death of persons, and actual responsibility for such loss, damage, injury or death, together with expenses of every sort and kind incident to such loss, damage, injury, death, or responsibility, including, but not thereby excluding, any other expense, court costs, fines, and reasonable attorneys' fees.
"License": Has the meaning set forth in the introductory paragraph ofthis Ordinance. Consistent with the context of its use, this term shall mean (a) the rights, privileges, and obligations created or arising under this Ordinance and procedures established pursuant to this Ordinance and (b) this Ordinance.
"Licensee": Has the meaning set forth in the introductory paragraph ofthis License. In the absence of an express reference to ComEd, the term "Licensee" shall mean ComEd, its successors, assignees, and all other Persons controlled by ComEd.
"Municipal Compensation": The compensation to be paid to the City by the Licensee as partial consideration for this License that is described in Paragraph 4. hereof.
"Municipalization Increment": The Municipalization Increment shall be calculated as the product of (a) $6,666,666 multiplied by (b) the remaining number of years and fractions of years from thc date of the City's written demand pursuant to Paragraph 5. to January 1, 2038; minus, if applicable, the Municipalization Off-Set.
"Municipalization Off-Set": Tlie Municipalization Off-Set shall be calculated as (a) the amounts contributed to the Entity by the Licensee pursuant to Section 2(a) of the EEA that are recovered through its utility rates; minus (b) the amount the Licensee has subsequently contributed to the Entity as provided in Section 2(b)(i) of the EEA, provided that such amount shall never be less than zero ($0.00).|1010|
"Overhead Utility Facilities": Poles, wires, cables, and other overhead apparatus used in the distribution of electricity.
"Parties": Has the meaning set forth in the introductory paragraph of this
License.
"Person": One or more individuals or entities, including associations, firms, partnerships, limited liability companies, trusts, private corporations, municipal corporations, receivers, or trustees.
"Plant Report": A report, in a mutually agreed form, which includes all utility plant owned by the Licensee stated at original cost, showing year of acquisition or installation and analyzed into retirement plant units and classified in accordance with the System of Accounts as prescribed by the FERC, ICC, or other Competent Authority.
"Provide Electricity" or "Providing Electricity": (i) To install, construct, maintain, use, operate, improve, and enhance Utility Facilities, (ii) to manage, generate, purchase, store, transmit, distribute, sell, advertise, and promote the use or sale of electric energy, (iii) to perform actions authorized by rates or schedules filed with a Competent Authority, (iv) to take actions authorized by or necessary to perform obligations under the EEA; and (v) to direct, administer, supervise, conduct, and account for all of the same. It is understood that Providing Electricity may include, without limitation, actions by Licensee to (a) develop, implement, and promote energy conservation and electric storage, distribution, and transmission initiatives, (b) promote and support community renewable energy facilities, (c) promote and support developments and applications that advance the use of electric energy and the deployment of related technologies and resources, and (d) to promote and support the use of electricity in transportation.
"Provision of Electricity": The act or result of Providing Electricity as
herein defined.
"Public Way(s) or Property(ies)": The surface, the air space above the surface, and the area below the surface of any public street and any avenue, highway, lane, path, alley, sidewalk, boulevard, drive, bridge, tunnel, park, parkway, viaduct, waterway, or other public right-of-way and all property owned, controlled, or leased by the City including public utility easements or rights-of-way over which the City has jurisdiction, and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the City in which the City holds rights sufficient, without consent of any other party, to permit the Licensee the use thereof for the purpose of installing, maintaining or operating Utility Facilities.
"Rider FCA": Tariffs that have the effect of localizing the franchise fees or costs incurred by Licensee as a result of a municipal franchise including without limitation Licensee's Rider FCA, as filed and effective from time to time with the ICC, and any replacement or successor rider or cost recovery mechanics.
"Rider LGC": Tariffs that have the effect of localizing the additional costs incurred by Licensee as a result of a municipal ordinance including without limitation Licensee's Rider LGC, as filed and effective from time to time with the ICC, and any replacement or successor|1010|
rider or cost recovery mechanics. For the purpose of this definition, references to Rider LGC shall include Rider FCA to the extent that a Competent Authority determines Rider FCA is applicable in lieu of Rider LGC.
"Socio-Economically Disadvantaged Area" or "SEDA": An area of the City that has been designated as socio-economically disadvantaged by the Commissioner of Planning and Development under authority currently codified under Section 2-92-390 of the Municipal Code of the City, or as otherwise designated by the City.
"Term": The period elapsing between the Effective Date of this License and termination of this License pursuant to Paragraph 3. hereof.
"Utility Facilities": Include property, land, structures, plant, systems, equipment, materials, supplies, and improvements, including Overhead Utility Facilities, used in or useful for Providing Electricity, whether owned or held by Licensee under lease, license, contract, joint use, or joint ownership agreement or claim of right as of the Effective Date of this License or thereafter.
2. GRANT
Right Granted. Licensee is hereby granted a non-exclusive right to Provide Electricity in Chicago. This right includes a license to acquire, construct, install, lease, license, use, maintain, operate, and remove Utility Facilities in, upon, along, across, over and under Public Ways or Property, on the terms and conditions specified, adopted, or referenced in this License.
Conditions and Limitations.
Governmental Powers. The City expressly reserves the right to adopt, from time to time, in addition to the provisions contained herein, such ordinances, rules, and regulations as it may deem necessary in the exercise of the City's governmental powers.
. Regulation of Public Ways or Property. The City expressly reserves the right to enforce reasonable regulations concerning the Licensee's access to or use of the Public Ways or Property, including, subject to Paragraphs 4. , 6.3.2, and 9. , requirements for permit applications, all as more particularly set forth in Paragraph 9.2 below. Nothing contained in the foregoing shall limit the Licensee's right to challenge the legality of any such regulations or requirements in accordance with law.
Compliance with Laws, Rules, and Regulations. The Licensee shall promptly and fully comply with all applicable statutes, ordinances, judgments, decrees, orders, rules, and regulations of any Competent Authority having jurisdiction over the Licensee's activities, except insofar as the applicability or enforcement of such statutes, ordinances, judgments, decrees, orders, rules and regulations has been stayed, suspended, enjoined, or otherwise limited by (a) the Competent Authority having jurisdiction over the Licensee's activities, (b) the entity promulgating or enforcing such statutes, ordinances, judgments, decrees, orders, rules and regulations, or (c) a court having jurisdiction over the matter.
|1010|
Jurisdiction. Notwithstanding anything in this License to the contrary, and without derogation to the provisions of this License, the rates, terms, and conditions of, and governmentally promulgated standards for, the Provision of Electricity shall be as determined by a Competent Authority, as applicable, and compliance therewith shall be determined only by such Competent Authority.
Consent. Whenever performance of an obligation of the Licensee hereunder requires the consent or approval of Competent Authority, the Licensee shall make a Good Faith Effort to obtain such consent or approval. The City shall take all reasonable efforts to support the Licensee in securing such consent or approval. The Licensee shall not be considered to be in default or breach of any such obligation if, notwithstanding the Licensee's Good Faith Efforts, the Licensee is unable to obtain any such required consent or approval.
3. TERM & TERMINATION
Term. Subject to termination by the City or Licensee under Paragraph 3.3 or as a result of the closing of a municipal acquisition under Paragraph 5, this License shall commence on the Effective Date and shall extend as provided in Paragraph 3.4 below.
Acceptance and Effective Date. This License shall be effective and in full force as ofthe date that the ordinance by which the License has been authorized takes effect (the "Ordinance Effective Date"), if within thirty (30) days of the Ordinance Effective Date, Licensee executes a written instrument approved in form and substance by the Corporation Counsel of the City, pursuant to which the Licensee: (a) accepts without qualification the rights and privileges granted by this License, subject to the included terms and conditions; and (b) executes the EEA. The Parties acknowledge that the date set forth in the initial paragraph of this License constitutes the date on which the requirements and conditions set forth in this Paragraph 3.2 have been satisfied and fulfilled, and, accordingly, such date shall be deemed to be the Effective Date for purposes of this License.
Termination.
Material Licensee Breach. This License may be terminated by the City during the Term, upon one year's written notice to Licensee, if a Material Licensee Breach has occurred and is continuing. A "Material Licensee Breach" occurs if Licensee fails: (a) to remedy or cure any material breach or default of this License by Licensee within one hundred and eighty (180) days following written notice to do so by the City, if the issue of such breach or default shall not have been submitted to an Arbitration Board, defined below, pursuant to Paragraph 8.9.4 hereof (unless the Parties have agreed upon a shorter or longer time period for remedy or cure as part of the pre-arbitration resolution procedures set forth in Paragraph 8.9.3); or (b) to remedy or cure any material breach or default of this License by Licensee, the issue of which breach or default shall have been submitted to an Arbitration Board as provided in Paragraph 8.9.4 hereof, in the manner and within the time fixed in thc decision of said Arbitration Board upon finding that such breach or default existed.
Material City Breach. This License may be terminated by Licensee during the Term, upon one year's written notice to the City, if a Material City Breach has occurred and is continuing. A "Material City Breach" occurs if the City fails: (a) to remedy or cure any|1010|
material breach or default of this License by the City within one hundred and eighty (180) days following written notice to do so by Licensee, if the issue of such breach or default shall not have been submitted to an Arbitration Board pursuant to Paragraph 8.9.4 hereof (unless the Parties have agreed upon a shorter or longer time period for remedy or cure as part of the pre-arbitration resolution procedures set forth in Paragraph 8.9.3); or (b) to remedy or cure any material breach or default of this License by the City, the issue of which breach or default shall have been submitted to an Arbitration Board as provided in Paragraph 8.9.4 hereof, in the manner and within the time fixed in the decision of said Arbitration Board upon finding that such breach or default existed.
3.3.3 Obligations upon Termination. Upon termination of this License, the City and the Licensee shall each discharge by performance all obligations due the other that arose up to the date of termination of this License. Upon the effective date of termination of this License, all rights and privileges granted to thc Licensee and thc City under this License shall come to an end. The Licensee, upon sixty (60) days' written notice to the City, to be given within one year after the termination of this License as provided in this Paragraph 3, within a reasonable time may remove its Utility Facilities from the Public Ways or Property, unless the City exercises its municipal acquisition right in accordance with Paragraph 5 hereof.
3.4 Extension.
Extension following Initial Term. Upon expiration of the Initial Term, this License shall be automatically extended through the Continuation Term.
Coordination Council Discussions regarding Extension Term. By June 1, 2035, the Coordination Council, as defined below, shall have met to identify, discuss, and present the Parties' data concerning the cooperation and performances under the License, and to discuss extending the Term of this License for the Extension Term.
Extension following Continuation Term. On or before December 31, 2036, the City and Licensee may mutually agree to exercise an option to extend the License through the Extension Term.
If the Parties agree to exercise the option, then upon expiration of the Continuation Term, this License shall be extended through the Extension Term.
If the Parties do not agree to exercise the option, then the Term shall automatically continue beyond December 31,2037 until terminated by written notice given by either Party to the other, which written notice of termination shall be given no later than one (1) year prior to the effective date of such termination of the Term (as set forth in such written notice of termination). Upon such automatic continuation, this License shall continue to be in effect, with all provisions of this License retaining the same force and effect as before the automatic continuation. Any portion of the Term of this License that falls within any period after December 31, 2037 described in this Paragraph 3.4.3.2 shall be deemed to constitute a portion of the Continuation Term for purposes hereof.
3.4.4 Extension following Extension Term. If (a) the Parties mutually
agree to extend the Term for the Extension Term as provided in Paragraph 3.4.3 above, and (b)
neither Party has given notice to the other, on or before December 31, 2041, that it intends to permit|1010|
the Term of this License to expire on December 31, 2042, or, in the case of the City, that it intends to acquire the Utility Facilities pursuant to Paragraph 5 of this License, then the Term shall automatically continue beyond December 31, 2042 until terminated by written notice given by either Party to the other, which written notice of termination shall be given no later than one (1) year prior to the effective date of such termination of the Term (as set forth in such written notice of termination). Upon such extension, this License shall continue to be in effect, with all provisions of this License retaining the same force and effect as before the extension. Any portion ofthe Term of this License that falls within any period after December 31, 2042 shall be deemed to constitute a portion of the Extension Term for purposes hereof.
4. MUNICIPAL COMPENSATION 4.1 Municipal Compensation.
Amount of Municipal Compensation. The amount of Municipal Compensation for this License shall be determined by and pursuant to the Electricity Infrastructure Maintenance Fee Law (35 ILCS 645), or its successor or replacement (the "Fee Law"). The parties acknowledge that the City has implemented the Fee Law through adoption of the Chicago Electricity Infrastructure Maintenance Fee Ordinance (Chapter 3-54 of the Municipal Code of Chicago) (the "Fee Ordinance"). The Fee Ordinance in effect as of the Effective Date is incorporated by reference herein; provided, however, in the event of any conflict between the provisions of the Fee Ordinance and this License, the provisions of this License shall control. Any amendment or repeal of the Fee Ordinance occurring after the Effective Date shall not modify this License unless and until this License is amended to reflect the amendment or repeal of thc Fee Ordinance, except that if the Fee Law is repealed or invalidated without a successor or replacement, the annualized Municipal Compensation shall, for the remaining Term ofthis License, be equal to the Municipal Compensation that was due in the last full calendar year prior to such repeal or invalidity, but shall be increased on January 1 of each subsequent year by a percentage equal to the percentage increase for the previous twelve (12) month period, using the index month that is three (3) full months prior to the anniversary month, in the Consumer Price Index for All Urban Consumers, U.S. City Average, all items, as published by the United States Department of Labor, Bureau of Labor Statistics.
Applicability of Certain Fees. The Municipal Compensation provided for in Paragraph 4.1.1 shall be in lieu of any permit, license, or similar fees or charges imposed by the City upon Persons for use of the Public Ways or Property, excluding the following reasonable permit, license, or similar fees or charges, charged at the City's then-standard rates, for which Licensee shall continue to be responsible: (a) loss of revenue for parking meter charges for parking meters that are required to be removed from service by work of the Licensee; (b) degradation fees where Licensee does not make timely repair of the damage to the same condition as when Licensee's work was initiated; (c) any other categories of fees or charges made applicable to Licensee through mutual agreement ofthe Parties; and (d) fees or charges for the Office of Underground Coordination or the 811 Chicago system. For avoidance of doubt, this Paragraph does not exempt Licensee from fines or civil penalties for which it is liable under law. Licensee shall actively participate in CDOT project coordination processes, including with respect to MOUs and dotMaps, to ensure efficient construction and final restoration in and around the Public Ways or Property on recently-restored surfaces. The City shall not unreasonably delay, withhold, or
|10 10|
withdraw any permit or approval the Licensee is required to obtain because of any unpaid fees or charges unrelated to such permit or approval.
4.2 Offset. Costs owed to the Licensee by the City may, upon mutual agreement ofthe Parties, be deducted on a dollar-for-dollar basis from sums owed to the City by the Licensee.
5. MUNICIPAL ACQUISITION
Upon not less than one (1) year's prior written demand by the City, which demand shall not be given earlier than one (1) year prior to the commencement of the Continuation Term, the Licensee shall grant, bargain, sell, convey, assign, and set over to the City, or any public authority designated by the City, Utility Facilities located within Chicago that Provide Electricity to customers within Chicago, free and clear of all mortgages and other liens, for a cash consideration equal to the cost of reproduction new of such Utility Facilities, minus the depreciation in such Utility Facilities (which shall be taken to be the same proportion of the cost of reproduction new as its then Depreciation Reserve bears to its investment in electric plant), plus the net actual costs of separating the Utility Facilities to be transferred to the City from other portions of Licensee's system in accordance with the Licensee's safety, reliability, design, and performance standards, plus the Municipalization Increment; provided that the maximum consideration forthe Utility Facilities shall not exceed the sum of (i) Licensee's investment in such Utility Facilities plus (ii) the Municipalization Increment, and the minimum consideration shall not be less than the sum of (x) the difference between Licensee's investment in such Utility Facilities and the amount of Licensee's Depreciation Reserve, plus (y) the Municipalization Increment. Such "Depreciation Reserve", "investment in electric plant" and "investment in Utility Facilities" shall be taken as shown by Licensee's books of account kept in accordance with applicable laws and regulations.
6. MANAGEMENT AND SERVICE
Basic Obligation. The Licensee shall, in compliance with all rates and schedules on file with Competent Authorities governing the Provision of Electricity within Chicago, furnish, provide, and maintain such service instrumentalities, equipment, and facilities as shall promote the safety, health, comfort, and convenience of its patrons, employees, and public and as shall be in all respects adequate, efficient, just, and reasonable. In furtherance of the foregoing obligation, the Licensee shall, and the City shall permit the Licensee to, from time to time, enlarge, extend, construct, and acquire Utility Facilities as Licensee shall determine to be reasonably necessary to provide adequately for the electric energy needs of users of its electrical service within Chicago. During the Term of this License, the Licensee shall comply with all laws, regulations, and orders of Competent Authorities respecting the Licensee's Provision of Electricity in Chicago pursuant to this License.
Management and Operation. During the Term of this License, the Licensee shall be honestly, prudently, and efficiently managed. Licensee shall, to the full extent of its ability, provide Utility Facilities adapted for serviceable, efficient, and economical Provision of Electricity adequate for actual and potential users thereof in Chicago, and operate and maintain such Utility
10
Facilities reasonably and prudently and in accordance with the highest industry standards for the Provision of Electricity and applicable rules and orders of a Competent Authority.
6.3 Emergency Procedures.
The Licensee shall, in coordination with the City's police and fire departments, establish standard operating procedures for emergency situations, including procedures for cutting and restoring power at locations involved in police and fire emergencies. A copy of Licensee's then cunent standard operating procedures for emergency situations shall be included in the Annual Report, noting any substantive revisions made to the document since the previous Annual Report.
In the event of an emergency that the Licensee believes poses a threat of imminent harm to the public or to any of the Utility Facilities, the Licensee is hereby granted access to the Public Ways or Property without a permit to ameliorate the threatened harm. The Licensee shall advise the Executive Director of the Office of Emergency Management and Communications ("OEMC"), Superintendent of Police, the Fire Commissioner and the Commissioner of AIS, or their designees or successors, by phone and email of the emergency at its earliest feasible opportunity.
The Licensee shall maintain such local offices and facilities as it deems adequate for the purpose of providing the City with 24-hour emergency service pertaining to the operation of the Utility Facilities. The Licensee shall provide the City with the location and telephone number of the local office, the name of the Licensee's emergency representative and the telephone number or numbers at which the Licensee's emergency representative can be reached 24 hours a day. The contact information for the Licensee's emergency representative shall be provided in the Annual Report.
In satisfaction of the requirements of Municipal Code of Chicago Chapter 7-58 (Emergency Energy Plan), Licensee shall annually, no later than the end of May, submit a Summer Emergency Preparedness Plan to the City, to the Executive Director of the OEMC, and to the Commissioner of AIS.
6.4 Service Representative.
The Licensee shall maintain such local offices and facilities as it deems adequate for the purpose of providing repair and maintenance services and personnel available during normal business office hours to address concerns the City might have regarding the Provision of Electricity and the administration of this License. The Licensee shall designate a service representative for Chicago and provide thc City with the location and telephone number of the local office and the name and telephone number of the Licensee's service representative. The contact information for the Licensee's service representative shall be provided in thc Annual Report.
Licensee shall promptly notify the City in the event that the information required to be provided under the last two sentences of Paragraph 6.3.3 or the last sentence of Paragraph 6.4.1 is changed.
11
6.5 Maintenance and Standards.
All Utility Facilities located in or on the Public Ways or Property shall be maintained in good condition. The Licensee shall be responsible, at its expense, for the maintenance and repair of such Utility Facilities. For clarity, Licensee shall not be responsible for maintenance or repair of any vaults, rooms, chambers, corridors, tunnels, or similar spaces or enclosures which are owned, leased, or licensed by Persons (including the City) other than Licensee in which any Utility Facilities may be located from time to time ("Non-Licensee Facilities"). Licensee will provide to the City by no later than January 1, 2026 a list in an agreed format of such Non-Licensee Facilities located in or on the Public Ways or Property which are actually known to Licensee at that time. CDOT shall use best efforts to support Licensee's efforts and shall provide the Licensee with relevant information concerning the location and configuration of such Non-Licensee Facilities known to the City.
All Utility Facilities shall be maintained throughout the Term in such a manner that they do not create hazardous conditions on or adjacent to the Public Ways or Property.
Licensee shall continue to evaluate and, when and where it deems appropriate, revise, supplement, update, and implement its standards for equipment installation, fire safety, maintenance, and security at its substations. The City shall cooperate with Licensee's implementation of such standards.
Service Interruptions. Licensee shall use reasonable efforts to prevent power surges and interruptions of service. The Licensee shall use reasonable efforts to reduce the duration and frequency of service interruptions to users of its electric service in Chicago. When power surges or interruptions occur, the Licensee shall reestablish service with the shortest possible delay consistent with general safety and public welfare.
Pricing Commitment. Except as otherwise required or allowed by law or by order of Competent Authority, the Licensee shall maintain its prices and charges for Providing Electricity at a level that is substantially equal to its cost of Providing Electricity, including the cost of capital.
Notice of Boundary Changes. The City agrees to notify the Licensee in writing of any ordinance, statute or court or administrative action that causes a change in the City's boundaries. Failure to give such notice excuses the Licensee both from non-compliance with this License and the Fee Ordinance, and from the non-collection of any municipal utility taxes within the area affected until such notice is given.
7. EQUAL OPPORTUNITY/AFFIRMATIVE ACTION
7.1 Equal Opportunity. During the Term ofthe License, the Licensee shall continue to make Good Faith Efforts to expand employment, business and economic opportunities on an equal-opportunity basis. The Licensee's initiatives in this area shall include the items set forth below.
7.1.1 Nondiscrimination. The Licensee shall not discriminate against any employee or applicant for employment, customer or applying customer, or any contractor or potential contractor, because of race, creed, color, religion, age, sex, gender identity, national origin,
12
handicap or disability, ancestry, marital status, parental status, sexual orientation, or military discharge. The Licensee shall comply with all federal, state and City laws, ordinances and orders that prohibit discrimination, including, but not limited to, the aforementioned forms of discrimination.
Affirmative Action. The Licensee shall make Good Faith Efforts to expand'and improve opportunities for minorities and women in all areas of employment, including, but not limited to, hiring, promotion, recruitment or recruitment advertising, compensation and selection for training and apprenticeship. The City and the Licensee acknowledge that the Licensee has previously undertaken efforts to achieve equal employment opportunities and currently has implemented equal employment opportunity affirmative-action plans. These efforts and the plans currently in effect shall be continued and expanded, as appropriate, to meet the goal of expanding employment, business and economic opportunities for minorities and women on an equal -opportunity basis. Inview ofthe Licensee's efforts to date, the primary objectives ofthe Licensee's future affirmative-action initiatives shall be:
continued improvement and expansion of employment opportunities for minorities and women in the work force of the Licensee;
efforts to expand employment and promotion of minorities and women in those job categories and classifications, particularly in those managerial and professional levels, where minorities and women have been underutilized; and
continuing implementation of training programs to increase the awareness of the Licensee's supervisory personnel regarding the Licensee's commitment to equal-opportunity initiatives.
Additionally, Licensee shall make Good Faith Efforts to continue implementation of programs designed to provide increased awareness of and access to employment opportunities to City residents of EIEC or SEDA communities.
Purchasing. The Licensee shall make Good Faith Efforts to increase contracting and procurement opportunities for minority-owned business enterprises ("MBEs") and women-owned business enterprises ("WBEs"). The Licensee's efforts shall include Good Faith Efforts to achieve the target performance level for any supplier diversity performance metric established by the ICC by regulation or in connection with any rate plan. The City and the Licensee acknowledge that the Licensee has established a minority purchasing program and has previously undertaken efforts to promote and enhance contracting opportunities for MBEs. This program shall be continued and expanded, as appropriate, to increase contracting opportunities for MBEs and WBEs. Licensee shall include in the Annual Report a description of (i) its efforts to increase contracting and procurement opportunities for MBEs and WBEs in Chicago and (ii) its supplier diversity performance as reported to the ICC.
13
7.1.3.1 Participation Goals and Waivers.
The Licensee shall undertake actions that by their scope, intensity, and appropriateness can reasonably be expected to achieve the following goals:
Participation of Certified MBEs in the Licensee's contracts related to design and construction and/or rehabilitation of the Licensee's Utility Facilities in, or on property owned by, Chicago equal to 32% of the total dollar value of such contracts and to achieve participation of Certified WBEs equal to 10% of the total dollar value of such contracts.
Fill 35% of new Construction Worker/Overhead Helper classes (entry-level field trades roles), and fill 20% of new Customer Service Representatives classes, with City residents from EIEC or SEDA communities on an annual basis for the Term of the License.
In the calculation of the participation values set forth in Paragraph 7.1.3.1(a) and 7.1.3.1(b), the Licensee's MBE and WBE coordinator may exclude contracts and classes of contracts if, notwithstanding in Licensee's Good Faith Efforts,
there are no Certified MBEs or WBEs known to the Licensee that provide the materials or services required by a contract or class of contracts; or
there are no Certified MBEs or WBEs that bid on a contract or class of contracts who can provide contract materials or services of a sufficient quantity and quality to meet the Licensee's standards and specifications.
7.1.3.2 Goal Shortfalls. If there is a shortfall as of the end of any calendar
year in the achievement ofthe goals established in subparagraphs (a) or (b) of Paragraph 7.1.3.1,
and Licensee does not make a showing that it made Good Faith Effortsto achieve those goals, then
Licensee shall submit a remediation plan reasonably acceptable to the City to resolve any such
shortfall. Any dispute over whether Licensee has implemented an accepted remediation plan or
whether any rejection by the City of a proposed remediation plan was reasonable is subject to the
dispute resolution process of Paragraph 8.9.
7.1.3.3 Regulatory Metrics and Performance. Licensee shall use Good
Faith Efforts to meet or exceed, in each calendar year during which such a metric is in
effect, the level of performance required to earn between zero and the maximum incentive
basis points under the Supplier Diversity Performance Metric approved by the ICC and
applicable to ComEd.
7.1.4 Community Outreach. The Licensee shall continue and expand, as appropriate, its community outreach programs focused on employment, training, and procurement for minorities and women and communities with high barriers to employment (including without limitation, residents returning from incarceration and individuals with disabilities). In continuing the development and implementation of these programs, the Licensee shall actively seek the advice of representative organizations. Licensee shall include in the Annual Report a description of its efforts with regard to community outreach that is focused on employment, training, and procurement for minorities, women, and communities with high barriers to employment in Chicago.
14
Implementation. Tt shall be the responsibility of Licensee to continue to undertake actions that by their scope, intensity, and appropriateness can reasonably be expected to develop and implement the equal-opportunity initiatives described in Paragraphs 7.1.3 and 7.1.3.1 above. To facilitate and assure that such actions are undertaken as required herein, Licensee shall designate the employees who shall be responsible for implementing, monitoring, and evaluating these initiatives. Licensee shall provide adequate staff and support resources to meet these responsibilities.
Annual Reporting. Licensee shall include in the Annual Report a description of its efforts to achieve the goals and objectives set forth in 7.1 and 7.2.
Duty to Cooperate with City Inspector General. Licensee shall comply with the requirements of Section 2-56-090 of the Municipal Code of Chicago.
City Resident Employment Requirement.
For Non-Grid Work necessary to construct the Licensee's proposed Clean Energy Training Hub as described in Exhibit A of the EEA ("CETH"), the Licensee shall follow the process described in this Paragraph 7.5 to solicit bids from (a) contractors that offer to perform the work with a Resident Worker Percentage of at least fifty percent (50%) and (b) contractors that of fer to perform the work with a Resident Worker Percentage of at least fifty (50%), which work performance would also include a Resident and SEDA/EIEC Worker Percentage (which includes fifteen and a half percent (15.5%) of the fifty percent (50%) from SEDA/EIEC communities).
In addition, each time during the Term that Licensee, in its sole discretion, determines there is a need to contract for the performance of Non-Grid Work for an Eligible Project, Licensee shall follow the process described in this Paragraph 7.5 to solicit bids from contractors that offer perform the work with a Resident Worker Percentage of at least twenty percent (20%) and (b) contractors that offer to perform the work with a Resident Worker Percentage of at least twenty (20%), which work performance would also include a Resident and SEDA/EIEC Worker Percentage (which includes fifteen and a half percent (15.5%) of the twenty percent (20%) from SEDA/EIEC communities).
Licensee shall solicit and receive bids for contracts to perform Non-Grid Work that is subject to the terms of this Paragraph 7.5 as follows:
Licensee shall solicit bids for such work from qualified contractors. Licensee shall request that such qualified contractors submit bids that include the applicable Resident Worker Percentage and the applicable Resident and SEDA/ETEC Worker Percentage, if possible. Licensee shall solicit these bids in accordance with procurement terms and procedures that Licensee, in its sole discretion, determines are appropriate for the Non-Grid Work in question.
Licensee shall evaluate, in its sole discretion, the bids it receives to provide the requested services based on qualifications determined solely by the Licensee, including the bid pricing. From the qualified bids so received, Licensee shall, if it has received such bids, identify:
15
A qualified bidder selected by Licensee who will commit to meet the applicable Resident Worker Percentage of at least twenty percent (20%) for Eligible Projects and fifty percent (50%) for CETH (an "RWP Bid"),
A qualified bidder selected by Licensee who will commit to meet the applicable Resident and SEDA/EIEC Worker Percentage of at least twenty percent (20%) for Eligible Projects and fifty percent (50%) for CETH (an "RSWP Bid"), and
a qualified bidder selected by Licensee who (x) has not so committed and (y) has submitted a bid with a lower aggregate contract price than the lower of the RWP Bid and the RSWP Bid (an "NRWP Bid").
7.5.3.3 For avoidance of doubt, a qualified biddermay submit an RWP Bid,
an RSWP Bid, and an NRWP Bid. Licensee shall, pursuant to Paragraph 12.6, provide
notice to the City of 1) the difference in total bid cost between the RWP Bid and the NRWP
Bid ("RWP Cost Difference"); 2) the difference in total bid cost between the RSWP Bid
and the NRWP Bid ("RSWP Cost Difference"); 3) the percentage ofthe Cost Difference
for the labor costs between the RWP Bid and the NRWP Bid ("CDP-R"); 4) thc percentage
ofthe Cost Difference for the labor cost between the RSWP Bid and the NRWP Bid ("CDP-
RS"); and 5) an affidavit attesting to their calculation. The Licensee will also notify the
City if Licensee's Rider LGC allows for averaging the monthly recovery of the Cost
Difference. Within twelve (12) business days of the provision of such notice, the City,
acting through the Commissioner, shall notify the Licensee, pursuant to Paragraph 12.6,
whether it accepts the higher costs of either thc RWP Bid or thc RSWP Bid and
acknowledges, and agrees that it will not dispute, that recovery of the RWP Cost Difference
or RSWP Cost Difference (whichever the City accepts) will occur through and pursuant to
the Licensee's Rider LGC. In the event that the City does not notify Licensee of its choice
within that period or declines to accept either the RWP Cost Difference or the RSWP Cost
Difference within the designated period above, this Paragraph 7.5.3 shall not apply.
7.5.3.4 If (i) the City accepts either the RWP Cost Difference or
RSWP Cost Difference pursuant to Paragraph 7.5.3.3 above, (ii) a contract is entered into
with a contractor submitting a selected RWP Bid or RSWP Bid, and (iii) the actual contract
cost at the conclusion of the applicable Eligible Project or CETH project is higher than the
applicable RWP Bid or RSWP Bid, then a portion of the costs incurred above the selected
RWP Bid or RSWP Bid shall also be recovered through and pursuant to Rider LGC. This
additional cost shall be calculated as follows: the Licensee shall determine the cost for the
labor component of this additional cost, and then multiply that labor cost by the associated
CDP-R or CDP-RS, whichever is applicable.
The City acknowledges and accepts that Licensee will incur administrative expenses in connection with its obligations under this Paragraph 7.5, regardless of whether a bid with a Cost Difference is accepted by the City. The City acknowledges, and agrees that it will not dispute, that Licensee's costs to administer the activities of this Paragraph 7.5 shall be recovered pursuant to Rider LGC.
If the Licensee enters into a contract pursuant to an RWP Bid or RSWP Bid under Paragraph 7.5.3, the Licensee shall provide to the City monthly reports on the
16
associated Resident Worker Percentage or Resident and SEDA/EIEC Worker Percentage (as applicable), as and to the extent such reports are provided to the Licensee by the contractor. The Licensee shall also provide to the City a final report on the associated Resident Worker Percentage or Resident and SEDA/EIEC Worker Percentage (as applicable) at the conclusion ofthe associated Eligible Project or CETH project (as applicable), as and to the extent information necessary to provide such report is provided to Licensee by the contractor.
Notwithstanding anything else to the contrary contained herein, (1) in no event shall Licensee be required to present to the City any bid or proposal from any contractor that Licensee determines is not qualified or suited to perform the applicable Non-Grid Work, (2) nothing contained in this Paragraph 7.5 shall be deemed to require Licensee to perform, or cause the performance of, any particular Non-Grid Work at any time, and (without limitation of the foregoing) Licensee shall have the right, at anytime in its sole discretion, to terminate and/or cancel the bid process for any Non-Grid Work that Licensee may have commenced pursuant to this Paragraph 7.5 if Licensee elects not to proceed with such Non-Grid Work for any reason, (3) in no event shall any bidder or proposed bidder have any rights of any kind to exercise or enforce against Licensee the terms of this Paragraph 7.5 (whether as a third party beneficiary or otherwise), (4) in no event shall the City have any rights of any kind to exercise or enforce against Licensee the rights of any bidder under any contract between such party and Licensee (whether as a third party beneficiary or otherwise), (5) in no event shall an act or omission by any bidder in the execution of Non-Grid Work be considered a breach of the License by the Licensee, and (6) in no event shall the City have any rights of any kind to impose any penalties or fines against the Licensee for failure by any bidder which has made an RWP Bid to meet the Resident Worker Percentage or the failure of any bidder which has made an RSWP Bid to meet the Resident and SEDA/EIEC Worker Percentage.
Nothing in this Paragraph 7.5 shall prohibit Licensee and the City from entering into separate agreements (for example, agreements with the City involving land acquisition, planned development, or finance assistance) that may address procedures relating to a Resident Worker Percentage or Resident and SEDA/EIEC Worker Percentage (as applicable) and in such instances, the terms of such separate agreements shall govern in lieu ofthis Paragraph 7.5, excluding those portions of this Article concerning the applicability of Rider LGC.
For the avoidance of doubt, the City agrees that this Paragraph 7.5 is an ordinance compelling the Licensee, directly and indirectly, to provide a service in addition to, different from, or instead of a service which the Licensee would otherwise be required to provide.
If at any point the full recovery of costs incurred by the Licensee for administration of this Paragraph 7.5 or the recovery of the Cost Difference through Rider LGC, Rider FCA, or their successors are limited, reversed, denied, discontinued, or such costs are otherwise not recoverable by Licensee pursuant to Rider LGC or Rider FCA because of an order of a Competent Authority, Licensee's responsibilities under this Paragraph 7.5 shall cease.
For the purposes of this Paragraph 7.5, the following terms shall have the respective meanings specified below:
17
"Actual residents of the City of Chicago" shall mean persons domiciled within the City of Chicago. The domicile is an individual's one and only true, fixed and permanent home and principal establishment.
"Eligible Project" shall mean a discrete construction or rehabilitation project involving Non-Grid Work located at one specific site located exclusively within the City of Chicago which project has a budgeted capital investment (exclusive of contingencies) exceeding $50,000,000 (as such costs are reasonably estimated by Licensee).
"Non-Grid Work" for Eligible Projects shall only mean grading, excavation (excluding hydrovac activities), foundation construction, security and guard services during a project, temporary fencing required during project construction, landscaping, paving, and the following office construction activities: interior carpentry, plumbing, drywalling, painting, flooring, and cubicle construction performed by a third party contractor for Licensee. Non-Grid Work for the CETH shall only mean foundation construction, security and guard services during construction, temporary fencing required during construction, landscaping, paving, building retrofit and rehabilitation, and the following office construction activities: interior carpentry, plumbing, drywalling, painting, flooring, and cubicle construction performed by a third party contractor for Licensee. Notwithstanding the foregoing, Non-Grid Work for Eligible Projects and for the CETH does not include work involving contact with, or special skill or experience working with, (a) electrical substations and/or electrical vaults, or (b) electric distribution, transmission and/or communications equipment, facilities, fixtures, improvements, or installations. For the avoidance of doubt, Non-Grid Work shall not include (i) work on or involving equipment, facilities, fixtures, improvements or installations used in the generation, storage, delivery, distribution, or transmission of electrical energy including without limitation wires, lines, cables, fiber, conduit, transformers, relays, switches, batteries, battery storage facilities and enclosures, microwave equipment, generators, microgrid installations and control, measurement, and safety systems, and supporting structures and/or facilities (including, without limitation, poles and towers), (ii) maintenance and/or repair work that does not involve construction or demolition, (iii) environmental investigation, testing, inspection, consultation, remediation and/or clean-up work, (iv) the purchase, acquisition, procurement, storage, moving or relocation of property, materials, equipment, facilities or other property, (v) professional services, such as accounting, engineering, architectural, appraisal, finance, legal, and/or consulting services, (vi) temporary support due to absences of regularly employed personnel or vacancies, or (vii) work performed by employees of Licensee or any of its affiliates. In addition, if Licensee determines in good faith that work that would otherwise qualify as Non-Grid Work must, in whole or in part, be performed on an emergency or otherwise time-sensitive basis that would not accommodate the procedures contemplated by Paragraphs 7.5.2 and 7.5.3 above, then such work shall not constitute Non-Grid Work and shall not be subject to the requirements of this Paragraph 7.5. The application of the criteria set forth in this definition will be made by Licensee at its sole discretion.
18
"Resident Worker Percentage" shall mean the percentage of worker hours performed on the site of an Eligible Project or CETH project (as applicable) by actual residents of the City of Chicago, Illinois, in comparison to the total hours performed for the scope of applicable Non-Grid Work.
"Resident and SEDA/EIEC Worker Percentage" shall mean the percentage of worker hours performed on the site of an Eligible Project or CETH project (as applicable) by actual residents of the City of Chicago of whom at least 15.5 percent shall be made up of residents located in EIEC or SEDA communities.
8. ENFORCEMENT AND INFORMATION
8.1 Ongoing Reports and Meetings.
Annual Report. On or before April 1 of each calendar year, beginning June 1, 2023, the Licensee shall provide the Commissioner with an Annual Report containing the following information: (a) an updated year-end Plant Report for the previous year; (b) an overview of the Licensee's construction activities in Public Ways or Property during the previous year; (c) an overview ofthe Licensee's plans for major construction projects in Public Ways or Property during the succeeding twelve months; (d) an overview of substation inspections described in Paragraph 8.4; (e) an overview on the Licensee's activities and initiatives as described in Paragraph 7.1; (f) annual data on zip code-level arrearages, shutoffs and customer assistance distribution, as well as its specific investments and activities designed to increase utilization and awareness of assistance programs in zip codes with high arrearages and shutoffs; and (g) any available annual reporting information as prescribed by the EEA. Thc Licensee shall concurrently provide the City with a redacted version of the Annual Report in accordance with the requirements of Paragraph 8.8 for disclosure to the public.
Reliability Reports. The Licensee shall use reasonable efforts to periodically provide to theCity reports on reliability data twice a year, (a) The first periodic report shall provide the data and reports set forth in Schedule 1 attached hereto, and shall be provided by April 1 ("First Periodic Report"); and (b) the second periodic report shall provide the data and reports set forth in Schedule 2 hereto and shall be provided to the City by October 1 ("Second Periodic Report").
Meetings. The City and the Licensee shall hold periodic meetings to discuss electric service performance within the City, including the reliability thereof. The first periodic meeting shall be to discuss the Annual Report, the First Periodic Report, and such other matters incident to this License as either Party deems appropriate. Executives of Licensee and the Commissioner shall attend. The meeting shall be held in the second quarter of each year unless an alternative date is mutually agreed upon by the Parties. The meeting may be held before a City Council Committee or other forum to allow public participation. The second periodic meeting shall be to discuss the Second Periodic Report. The meeting shall be held in the fourth quarter of each year unless an alternative date is mutually agreed upon by the Parties.
8.2 Accounts and Reports; Audit Rights. The Licensee shall keep its books and records in
accordance with the regulations of the ICC and any other Competent Authority. The Licensee
shall permit thc City to inspect or audit its books, accounts, correspondence, documents, and data
19
for the purpose of ensuring that the Licensee is complying or has complied with the provisions of this License, other than those matters referenced herein that are subject to the exclusive jurisdiction of a Competent Authority other than the City. Any such inspection or audit shall be conducted during normal business hours upon reasonable written notice specifying the purpose of such inspection or audit, and the City shall provide Licensee with copies of all inspections, reports, findings or audits promptly after completion thereof. Any such inspection or audit of Licensee's financial books and accounts shall be conducted by or under the supervision of a certified public accountant employed or engaged by the City.
Physical Inspection. In the event that the City has reasonable concerns regarding Licensee's compliance with the terms of this License and notifies Licensee in writing thereof, the Licensee shall permit the City to inspect the Utility Facilities located in Chicago for the purpose of ensuring that the Licensee is complying or has complied with the provisions of this License, other than those matters referenced herein that are subject to the exclusive jurisdiction of a Competent Authority other than thc City. Any such inspection shall be conducted during normal business hours upon reasonable written notice specifying the purpose of such inspection, and City shall provide Licensee with copies of all inspections, reports, or findings promptly after completion thereof. Any such inspection shall be conducted through a qualified person acting under the direct supervision and responsibility of a professional engineer.
Substation Inspections. Licensee agrees to conduct regular inspections, including visual and thermographic inspections, of its distribution substations located in Chicago on a periodic basis determined by Licensee. Licensee considers a variety of factors in determining its schedule for conducting inspections of its substations in Chicago, including the criticality and impact ofa potential outage of the relevant substation components, how often the components are used, and the environment in which the components operate, with appropriate adjustments based on system configuration, operating experience, failure history and/or regulatory requirements, and Licensee shall have the right to modify its substation inspection schedule from time to time based on the foregoing factors (and/or other factors which Licensee deems relevant). Licensee shall include in the Annual Report a summary of its substation inspection activities, including material corrective actions taken or planned to be taken as well as any substantive revisions made to the inspection schedule.
Filings. The Licensee shall via email to "ComEdICCFilings@cityofchicago.org " timely provide to the City (a) a copy of each tariff filing or public filing initiating a proceeding affecting the nature, or generally applicable rates, terms, or conditions, of the Provision of Electricity within Chicago, (b) a copy of each report publicly filed by Licensee with the ICC, FERC, and the Illinois Power Agency, and (c) a notice of the commencement of any regulatory proceeding at the ICC, FERC, or other Competent Authority to authorize or direct the transfer or assignment ofany of its rights, privileges, or obligations under this License.
Limitation for Confidential Information. The reports described in Paragraph 8.5 shall not be provided to the City to the extent that the Licensee is required by law or regulation to keep such reports confidential.
Other Enforcement Information. The Licensee shall from time to time furnish such additional information or documents as the City reasonably deems necessary to assess the Licensee's compliance with the provisions of this License, other than those matters referenced
20
herein that are subject to the exclusive jurisdiction of a Competent Authority other than the City. Such information and documents shall be provided upon reasonable written request specifying the purpose for which such information or documents are requested, which purpose shall be a proper purpose under this License and necessary for the City to assess the Licensee's compliance with this License; provided, that the Licensee shall not be required to provide information as to which it has a legal privilege or legal grounds to refuse to provide. The City may only require additional information or documents be provided as part of a new periodic reporting obligation, or incorporated into one ofthe Licensee's existing periodic reporting obligations under this License, if the City can articulate to the Licensee how and why the provision of such additional information or documents would reasonably assist in the improvement of Licensee's Provision of Electricity.
8.8 Disclosure of Documents or Infonnation.
The Licensee understands and agrees that the City is subject to the Illinois Local Records Act, 50 ILCS 205/1 et seq., ("ILRA") and the Illinois Freedom of Information Act, 5 ILCS 140/1 et seq., ("FOIA") subject to the provisions of this License. Nothing in this Agreement shall prevent the City from complying with its obligations under ILRA or FOIA. The City agrees that no documents or information provided to the City by the Licensee in accordance with this License or otherwise shall be made available to the public to the extent such documents or information are exempt from disclosure under the provisions of FOIA, Section 4-404 of the Illinois Public Utilities Act, as such statutes may be amended from time to time, or a regulation or protective order issued by a Competent Authority. The Licensee shall mark all documents or information (or portions thereof) it believes in good faith constitute Confidential Materials as "Confidential" and shall simultaneously with the delivery of Confidential Materials to the City provide redacted materials for public dissemination.
The City acknowledges that it is Licensee's position that the Confidential Materials provided to the City by Licensee are exempt from production under FOIA and ILRA. Licensee shall identify personnel who should be contacted by the City FOIA officer in the event the Confidential Material is requested pursuant to a FOIA request, subpoena, or other court order or legal action (the "Licensee Contact Person"). Licensee will provide updated contact information for the Licensee Contact Person to the City FOIA officer should the name or contact information of the Licensee Contact Person change over time.
Should the City receive a request or otherwise be required to disclose any Confidential Materials by law or in a legal or regulatory proceeding, the City shall provide the Licensee with prompt notice of any such request or requirements to provide all Parties an opportunity to seek a protective order or other appropriate remedy. Upon receipt of such notice, the Licensee shall promptly notify the City if it objects to disclosure of such Confidential Materials and/or desires to defend against such legal or regulatory proceeding. In addition to the notice required by Paragraph 12.6, the City shall provide this notice by electronic mail to an address designated by Licensee with a subject line including "URGENTFOIA REQUEST." Ifthe Licensee does not respond to such notice within seven (7) business days of Licensee's receipt of such notice or notifies the City that it does not object to disclosure of such Confidential Materials, the City will not be required to defend against such proceeding and will be permitted to release all or a portion of the Confidential Materials. The Licensee may seek to intervene at its own expense in any legal action resulting from the City's denial of a request to disclose a portion or all of the Confidential Materials where the Licensee objects to the release of the Confidential Materials in order to defend
21
the claim of exemption from disclosure, and the City shall support such intervention into the proceeding. The Parties shall cooperate with each other and their respective counsel in any Party's efforts to prevent such disclosure of Confidential Materials, and, unless Licensee otherwise consents in writing, the City shall not release any Confidential Materials except to the extent required to do so by a final non-appealable order issued by a court of competent jurisdiction. The Licensee shall reimburse the City for reasonable legal fees of outside counsel and court costs incurred by the City in such a legal action and shall indemnify the City for any attorneys' fees or penalties assessed against the City by a final non-appealable order issued by a court of competent jurisdiction as a result of an unsuccessful defense of a denial by the City of the request to release on grounds asserted by the Licensee, and at the Licensee's urging.
8.9 Dispute Resolution.
All disputes arising out of, relating to, or in connection with this License (except the issuance of Citations by the City to the Licensee), including any question as to whether such dispute is subject to arbitration or a circumstance in which one party claims that the other party has failed to fulfill any of its obligations under this License, shall be resolved by negotiation as set forth in this Paragraph 8.9, and, if such negotiation does not resolve such dispute, by binding arbitration as set forth in this Paragraph 8.9. The Parties agree that this Paragraph 8.9 is fully enforceable to the fullest extent provided by law.
Prior to submitting any matter involving an actual or alleged failure by a Party (a "Non-Complying Party") to observe, perform or satisfy any of the terms or conditions of this License to the pre-arbitration procedures set forth in Paragraph 8.9.3, the other Party (the "Complying Party") shall notify the Non-Complying Party in writing of the terms and conditions of this License that the Complying Party believes the Non-Complying Party has not observed, performed, or satisfied. The notice shall infonn the Non-Complying Party ofthe actions that the Complying Party believes the Non-Complying Party must take to correct the violation and shall grant the Non-Complying Party a reasonable period of time to cure such failure or violation. In the case of an emergency, the notice need not be in writing.
No dispute may be arbitrated unless and until the pre-arbitration procedures in this Paragraph 8.9.3 have been completed.
Any Party having any dispute with the other Party and seeking resolution of such dispute shall notify the other Party of such dispute in writing. In order to provide any such notification, the applicable Party shall have first complied with Paragraph 8.9.2.
Within fifteen (15) business days of receipt by one Party of written notice of such dispute from the other Party, Licensee's Director of External Affairs and the City's Deputy Commissioner of AIS shall meet in person (or by telephone if an in-person meeting is impracticable) and attempt in good faith to resolve such dispute (the "Initial Meeting"). The Commissioner of AIS shall designate an individual to attend the Initial Meeting should there be a vacancy in the position of Deputy Commissioner, or should such position not be in existence at the time such Initial Meeting is scheduled to occur.
22
If the Parties are unable to resolve the dispute at the Initial Meeting, any Party may inform the other Party in writing that the dispute remains unresolved (the "First Notice of Non-Resolution"). Within fifteen (15) business days of receipt of the First Notice of Non-Resolution, a Senior Vice President (or more senior officer) of the Licensee and the Commissioner of AIS of the City shall meet in person (or by telephone if an in person meeting is impracticable) and attempt, in good faith, to resolve such dispute (the "Second Meeting").
Ifthe Parties are unable to resolve the dispute at the Second Meeting, any Party may inform the other Party in writing that the dispute remains unresolved (the "Second Notice of Non-Resolution"). Within fifteen (15) business days of receipt of the Second Notice of Non-Resolution, the Parties shall exchange reasonably detailed written position papers, followed within another ten (10) business days by a further meeting between the Senior Vice President (or more senior officer) and the Commissioner of AIS.
If, after the meetings contemplated above, (1) the Senior Vice President (or more senior officer) of the Licensee and the Commissioner of AIS, after following the procedures set out in Paragraph 8.9.3, jointly conclude that amicable resolution through continued negotiation of the dispute does not appear likely; or (2) cither Party informs the other Party in writing of its position that the dispute cannot be resolved through negotiation, the Parties shall engage in a non-binding mediation administered by the American Arbitration Association or its successor ("AAA") under its Commercial Mediation Procedures.
If that mediation does not resolve the dispute within thirty (30) business days of the commencement of such mediation (i.e., the first meeting among the Parties and the mediator), any Party may initiate a binding arbitration, as provided in Paragraph 8.9.4 of this License.
Statements made by representatives of the Parties during the pre-arbitration resolution procedures set forth in this Paragraph 8.9.3 (including the position papers in clause (d) immediately above) shall be confidential and considered part of settlement negotiations and shall not be admissible as evidence in any Arbitration Board (as hereinafter defined) proceeding or any litigation or other proceeding between the Parties without mutual consent of the Parties.
8.9.4 If the Parties do not resolve the dispute pursuant to the procedures described in Paragraph 8.9.3, the dispute shall be exclusively and finally settled by the formation of an arbitration board (the "Arbitration Board"). Such arbitration shall be confidential except as reasonably necessary to enforce any arbitration award in a court of law.
23
Unless the Parties otherwise agree, the Arbitration Board shall consist of three neutral and non-conflicted attorneys or former judges, each of whom shall have a minimum of fifteen (15) years of experience as lawyers or judges and have no direct or indirect interest in any Capital Security issued by either the City or Licensee. One member of the Arbitration Board will be selected by the City and one by Licensee, and the third (who shall act as Chair of the Arbitration Board) by the two so selected if they can agree within fifteen (15) business days, otherwise by the AAA pursuant to the AAA's Commercial Arbitration Rules ("AAA Rules'"). Each member of the Arbitration Board shall act as a neutral arbitrator. The members of the Arbitration Board shall serve for such term and compensation as the City and Licensee shall mutually agree upon, or if they are unable to agree, then as fixed by the AAA pursuant to thc AAA Rules.
The Parties may agree, within ten (10) business days of the initiation of a dispute (i.e., within ten (10) business days of the receipt by any Party of a notice of arbitration), to submit any technical dispute under this License to a technical Arbitration Board (the "Technical Board") consisting of three neutral and non-conflicted consulting engineers who shall have been engaged exclusively in private practice as such for at least five years immediately prior to their appointment and who have no direct or indirect interest in any Capital Security issued by either the City or Licensee. Tn such event, one member of the Technical Board will be selected by the City and one by Licensee, and the third (who shall act as Chair of the Arbitration Board) by the two so selected if they can agree within fifteen (15) business days, otherwise by the AAA pursuant to thc AAA Rules. Each member of the Technical Board shall act as a neutral arbitrator. The members of the Technical Board shall serve for such term and compensation as the City and Licensee shall mutually agree upon, or if they are unable to agree, then as fixed by the AAA. The terms and conditions described in subsections c through j below shall also apply to the Technical Board.
If the Parties agree that circumstances warrant (for example, but not as a limitation, in a matter involving a relatively low dollar amount), the Parties may agree to resolve the dispute using a single Arbitration Board member. If the Parties so agree, the Arbitration Board member will be selected by agreement of the Parties within fifteen (15) business days, or otherwise by the AAA pursuant to the AAA Rules.
In the event any Arbitration Board member shall die or for any other reason refuse or be unable to act, his or her successor shall be appointed in the same manner and by the same person or persons as such member was appointed. Pending the appointment of such successor, all proceedings before said Arbitration Board shall be stayed; provided, that if either the City or Licensee shall, for a period of thirty (30) days
24
after notice is given to it by the other, fail or refuse to appoint a member to the Arbitration Board or a successor to a member of the Arbitration Board as herein set forth in this connection, then the member of the Arbitration Board appointed by the other Party and the third member appointed, if necessary, by the AAA aforesaid, shall constitute the Arbitration Board and function as such until such member or successor shall be appointed.
The Arbitration Board shall follow the AAA Rules for Large, Complex Cases, except where they conflict with the provisions of this License, in which case(s) the provisions of this License shall control.
Any hearing shall take place in Chicago, Illinois, unless otherwise agreed in writing by the Parties.
All decisions, awards and recommendations made by the Arbitration Board shall be provided in a written, reasoned award, which provides the outcome and the reasoning for the outcome. All awards shall be concurred in and signed by at least two members of the Arbitration Board (unless the Parties have agreed to use a single Arbitration Board member, in which case any award shall be signed by that Arbitration Board member), and copies thereof shall be given to the City and Licensee promptly thereafter.
Any award of the Arbitration Board or a majority thereof shall be final, binding, and conclusive upon both the City and the Licensee and shall be a condition precedent to any act, action at law or suit in equity by either the City or the Licensee to which said matters or any thereof, is or are relevant or determinative. Judgment on any award may be entered by any court with competent jurisdiction.
i. Each Party irrevocably waives its right to a trial by jury, as well as its
right to discovery or to an appeal that would customarily be available in
a judicial proceeding but that may be limited or unavailable in
connection with such an arbitration.
j. Upon the written demand of either the City or the Licensee (which demand may be made by either the City or the Licensee not more often than once in any period of five consecutive years), the Arbitration Board may issue a written and reasoned award determining whether any change in laws, public regulations, invalidity of any of the provisions of this License, economic conditions or in the art or methods of Providing Electricity has caused any provision hereof (except provisions with respect to Term, Municipal Compensation or municipal acquisition) to become unreasonable or unfair to either the City or the Licensee or to both, and if so, to recommend to the City and the Licensee the manner in which such unreasonableness or unfairness should be corrected, which recommendation may be enacted into an ordinance amending the
25
provisions ofthis License, which amendatory ordinance shall be in force from the date of its acceptance in writing by the Licensee.
8.9.5 Except as may otherwise be provided elsewhere in this License, each Party shall be responsible for payment of the costs, fees and expenses of its own respective attorneys, consultants and experts retained in connection with any dispute hereunder. The costs, fees and expenses of any Arbitration Board engaged pursuant to this Paragraph 8.9 shall be split equally between the Parties.
9. USE OF PUBLIC WAYS OR PROPERTY
9.1 Non-Exclusive Grant.
Nothing in this License shall be construed to grant the Licensee an exclusive license to operate in Chicago. Except as otherwise provided herein, or by Competent Authority, the Licensee's work in or occupancy of the Public Ways or Property shall be at no direct expense to the City.
The City reserves the right to make a similar use itself, or to make a grant for a similar use by any other Person, of the Public Ways or Property.
The Licensee shall not unreasonably interfere with the use or occupancy of the Public Ways or Property by others. The City agrees to require all other contractors, subcontractors, franchisees, licensees and permittees in the Public Ways or Property to agree not to interfere unreasonably with the rights of the Licensee in the Public Ways or Property.
9.2 Permits and Procedure.
Subject to Paragraphs Error! Reference source not found., 6.3.2, 12.1, and 12.2, thc Licensee shall obtain all required permits before beginning any construction or other work in the Public Ways or Property. The Licensee shall comply in all material respects with the standard permit procedures of the City's departments for its operations in Chicago. The City shall not unreasonably delay, withhold, or withdraw any permit or approval the Licensee is required to obtain. In the event that any such permit is so delayed, withheld or withdrawn, the Licensee's failure to perform the work for which such permit is required shall not be deemed a breach or derogation of its obligations under this License. The terms and conditions of any permits or approvals issued to Licensee (including, without limitation, any cure periods therein) shall not be less favorable to Licensee than the City's standard terms and conditions applicable to such permits and approvals. The City may inspect the Licensee's work in the Public Ways or Property to assure that such work complies with permit requirements.
Easements. Licensee and the City, acting by and through the commissioner of the City department having authority over the Public Ways or Property with respect to any such rights with concurrence of the Corporation Counsel (or his or her designee), may determine from time to time that, rather than granting Licensee with rights in the nature of a license with respect to certain Public Ways or Property to be used by Licensee pursuant to this License it is appropriate for City to grant Licensee easement rights to such Public Ways or Property pursuant to this License, and that any such easement rights granted to Licensee may be perpetual
26
in duration or may otherwise have a term that extends beyond the Term ofthis License. For the avoidance of doubt, compensation for any such easement or other real property rights shall not be deemed covered by the Municipal Compensation under this License and shall be addressed separately for each such right, as applicable.
Restoration of Streets and Property. When the Licensee does any work in or affecting the Public Ways or Property, it shall, subject to any policies agreed pursuant to Paragraph 10.3.3, and at its own expense, promptly remove any obstructions therefrom and restore such Public Ways or Property to as good a condition as existed before the work was undertaken, unless otherwise directed by the City. If weather or other conditions do not permit the complete restoration required by this Paragraph, the Licensee may temporarily restore the affected Public Ways or Property, provided that such temporary restoration is at the Licensee's sole expense and provided further that the Licensee promptly undertakes and completes the required permanent restoration when thc weather or other conditions no longer prevent such permanent restoration. The Licensee shall restore the Public Ways or Property pursuant to generally applicable rules and regulations of the City, subject to any policies agreed pursuant to Paragraph 10.3.3. If the Licensee fails to promptly restore the Public Ways or Property as required by this Paragraph 9.3, the City may, upon giving, and provided Licensee has not undertaken to cure such failure, 14 days' prior written notice to the Licensee, restore such Public Ways or Property or remove the obstruction therefrom, at the expense ofthe Licensee. The City shall not be obligated to provide prior written notice to Licensee pursuant to the preceding sentence if the City reasonably determines that an emergency situation exists that requires immediate restoration of such Public Ways or Property or removal of the obstruction therefrom.
Relocation. After receipt of written notice from the City (a "Relocation Request Notice"), the Licensee shall, at its own expense, temporarily or permanently relocate any Utility Facilities to another Public Way or Property or change or alter the position of any Utility Facilities in Public Ways or Property, or, at Licensee's election, remove or relocate the applicable Utility Facilities to property owned or controlled by Licensee, whenever the City shall have reasonably determined that such removal, relocation, change, or alteration is necessary (a) to the construction, repair, maintenance, improvement or use of such Public Ways or Property; (b) to the location, construction, replacement, maintenance, improvement, or use of other property of the City; or (c) for the operations of the City. If any such Utility Facilities contain a 34 kV or greater line, the City's Relocation Request Notice shall include the basis for the City's determination that such relocation, change, alteration, or removal is necessary for clause (a), (b) or (c) above. Licensee shall complete any such relocation, change, alteration, or removal within a reasonable time after Licensee's receipt of the applicable Relocation Request Notice, considering all relevant factors, including, without limitation, the nature and voltage of the applicable Utility Facilities, the scope of the work involved in such relocation, change, alteration, and/or removal, and any governmental or regulatory approvals required in connection therewith. The City acknowledges that any work required to be performed by the Licensee in connection with such relocation, change, alteration, or removal shall not by reason of this License be subject to any sourcing requirements of the City. The City agrees to use its reasonable efforts to engineer its projects in the Public Ways or Property so as not to require any such relocation, change, alteration, or removal. If such relocations, changes, alterations, or removals cannot be avoided, the City shall take reasonable steps to minimize or mitigate Licensee's costs. Licensee will not be responsible under this License for any expense in connection with relocations, changes, alterations, or removals for the purpose of assisting private projects or
27
projects for the benefit of other governmental entities (including, but not limited to, the Chicago Transit Authority, the Chicago Park District, the Chicago Housing Authority, the Chicago Board of Education, thc Public Building Commission of Chicago, and City Colleges of Chicago) or similar governmental instrumentalities other than the City itself (regardless of whether the City is or may be a source of funding for such private projects or projects of any such other governmental entities or instrumentalities). To the same extent as such expenses would be the responsibility of any other customer of Licensee, if, pursuant to this Paragraph 9.4, the City requires the relocation, change, alteration, or removal ofa Utility Facility that exclusively provides service to buildings or structures owned or operated by the City, expenses incurred by Licensee in connection with such relocation, change or alteration shall be the responsibility of the City.
9.5 Vegetation Management in Rights of Way.
Licensee shall implement and maintain a reliability based or cyclic trimming cycle pursuant to which Licensee shall cause, at its own expense, the normal growing trees and vegetation growing upon or overhanging any of the Public Ways or Property in the City where Utility Facilities are erected to be trimmed in such a manner that there shall be a proper clearance between the nearest wires or equipment and any portion of the trees or vegetation. Said trees and vegetation shall be trimmed so that no branches, twigs, or leaves interfere with the Utility Facilities. The Licensee shall exercise reasonable care to avoid unnecessary destruction of or serious harm to trees located in the Public Ways or Property. Licensee shall maintain a computerized system to track its vegetation management efforts in Chicago. The Licensee shall notify the City no less than seven (7) days before it plans to perform such work.
When a downed tree or portion of a tree poses an immediate threat to public safety due to its proximity to one of Licensee's power lines or energized structures, and the City requests Licensee to assist in removal of the tree or drop the power to the affected equipment during the tree removal, Licensee shall take prompt and reasonable action necessary to eliminate the public safety threat related to Licensee's power lines and energized structures.
When an undamaged tree is 10 feet or closer to one of Licensee's power lines or energized structures, and, the undamaged tree does not allow for City personnel to safely, under applicable National Electrical Safety Code standards, access the tree for trimming, and the City notifies Licensee of the need for assistance in conducting such trimming, Licensee shall perform such work within Licensee's control that the Parties agree is necessary to provide safe access for City personnel within ten (10) days of receipt of such notice.
The Licensee and the City agree to maintain a cooperative program for the removal and replacement of certain municipally owned trees located in the Public Ways or Property which conflict or potentially conflict with the Utility Facilities; the Coordination Council will facilitate discussions between the Licensee and the City concerning this program with a goal of developing guidelines within six months following the Effective Date. The City further agrees to implement a policy for the purpose of regulating tree planting on the Public Ways or Property to allow only such low-growing tree species as will not attain a mature height that will conflict with primary electrical lines and thereby require line clearance maintenance. Such policy shall not be required to preclude planting upright, columnar, or pyramidal shaped trees to the side of power lines, thereby avoiding the need for severe and disfiguring line clearance tree trimming. The City further agrees that it will attempt to locate new trees and other new vegetation on the Public Ways
28
or Property to minimize contact with Licensee's Utility Facilities. The Licensee agrees that it will attempt to locate new Utility Facilities on the Public Ways or Property installed in other than emergent circumstances to minimize impacts to existing City trees.
Use of Utility Poles and Conduit. The Licensee shall grant the City permission, at the City's sole risk and expense, to use the Licensee's conduit and poles located in Public Ways or Property, for any lawful purpose as may be reasonably required by the City; provided however, that such use (i) shall be exercised under the Licensee's supervision and direction, (ii) shall not materially interfere with the Licensee's current or planned use of the conduit and poles, (iii) shall comply with (and shall not cause Licensee's use of its conduits and/or poles to fail to comply with) all applicable safety, reliability, design, and performance standards, and (iv) shall not be for the purpose of allowing any Person other than Licensee to transmit or distribute electricity. The City shall be entitled to make such use without charge; provided however, that any such use by the City for a proprietary purpose or that provides a pecuniary benefit for any other Person, shall be subject to such terms and conditions, including fees and responsibility for relocation expenses, as Licensee may, at its discretion, reasonably require. In addition, the City shall indemnify and save harmless the Licensee from all Liability which may result directly or indirectly from the City's use of the Licensee's conduit and poles, except to the extent any Liability is caused by the negligence or willful misconduct of Licensee.
Undergrounding and Special Distribution Projects. At the request of the City, and subject to the terms of this Paragraph, the Licensee shall (a) underground Overhead Utility Facilities and (b) put into service one or more special distribution projects suggested by the City or jointly developed by the City and Licensee that Licensee would not otherwise put into service, or would have been put into service at a later date, provided that (i) such undergrounding and the design, construction, and operation of any special distribution project is determined by Licensee to be practical, and consistent with all applicable standards, and able to be completed with available material and labor resources and without adverse impact to the cost, timing, or performance of other work; and (ii) the total cost (or, if advanced, the cost associated with advancement) of such replacement and undergrounding of planned and existing Overhead Utility Facilities and of such special distribution project(s) shall not exceed, in the aggregate, ten million dollars ($10,000,000) in any one calendar year; provided, further, that if Licensee agrees, the City may accelerate the ten million dollars ($10,000,000) per calendar year expenditure cap for any succeeding years remaining within the Term, as applicable. For avoidance of doubt, such replacement and undergrounding of planned and existing Overhead Utility Facilities and the design, construction, and placement into service of such special distribution project(s) will require Licensee to (i) install facilities in addition to, different from, or instead of, (ii) remove existing facilities and replace them with facilities different from or at a different time than, facilities which Licensee would otherwise be required to provide in such replacement, and (iii) modify facilities which the Licensee would otherwise not be required to modify, or modify facilities in a manner different from the manner in which the Licensee would otherwise be required to perform. Nothing in this Paragraph 9.7 alters the terms ofany tariff or schedule on file with a Competent Authority that addresses recovery of such costs.
10. ONGOING COOPERATION
10.1 Periodic Meetings. The City and Licensee acknowledge and agree that it is in the best interests of the public for the City and Licensee to maintain open communications and cooperate with each other as reasonably necessary in connection with maintaining safe and reliable electric
29
utility service to Chicago. In furtherance thereof, the City and Licensee agree to meet upon the reasonable request of the City or Licensee, to discuss appropriate matters .related to the provision of such service, opportunities for additional coordination, and actions necessary, if feasible, to avoid submitting any matter covered by Paragraph 8.9 to the Arbitration Board. For the avoidance of doubt, any requested meeting pursuant to this Paragraph 10.1 shall be in addition to, and not in lieu of, the meetings provided for in Paragraph 8.1.3 and nothing in this Paragraph 10.1 shall be deemed to obligate either the City or Licensee to enter into any additional agreements or amend or otherwise modify this License.
Citation Cooperation. Subject toany policies agreed pursuant to Paragraph 10.3.3, the City and Licensee agree to cooperate and use reasonable efforts to evaluate procedures to eliminate, to the extent practicable, the issuance of any Citations related to Licensee's provision of electric utility services to Chicago, including Citations related to alleged violations of section 10-20-605, 10-28-040 or 10-28-070 of the Municipal Code of Chicago (as such may be amended from time to time). Nothing in this paragraph shall be construed as limiting the Licensee's compliance with other obligations as specified in Paragraph 2.2.3.
ComEd-City Coordination Council.
Within 30 days after the Effective Date, and thereafter on an annual basis, each Party shall designate not more than 3 staff representatives to act on the ComEd-City Coordination Council ("Coordination Council"). The City's Office of Climate and Environmental Equity ("OCEE"), or its successor, shall coordinate City staffing of the Coordination Council. The Coordination Council may designate committees to further coordinate its work and such committees may be staffed by Coordination Council members or other staff designated from time to time by the Parties.
The role of the Coordination Council shall primarily be to act as a liaison between the Parties to discuss issues arising under this License that have not been submitted for resolution pursuant to Paragraph 8.9.
Upon formation, the Coordination Council will, among other things, facilitate discussions, beginning within the first six months following the Effective Date, between the Licensee and CDOT, including its Division of Electrical Operations, to streamline and develop protocols for the coordinated exercise of the rights and obligations described in this License. These discussions may include: (a) utility facility locates; (b) coordination and communication for street openings; (c) communications concerning capital improvement plans; (d) Public Way and Property permit processes; (e) dotMaps coordination; (f) three-party discussions between CDOT, OEMC, and the Licensee on outage communication; and (g) strategies to facilitate efficient electrical hookups of equipment in the Public Ways or Property consistent with Licensee's tariffs then in force.
Upon formation, the Coordination Council additionally will facilitate discussion between the Licensee and DWM, and the Licensee and CDA to develop within six months following the Effective Date more formal action plans to streamline and coordinate ongoing work with such departments.
30
10.3.5 The Coordination Council, upon request by the City, will also assist with any third party study (e.g. with the Electric Power Research Institute) and related implementation concerning utility service to the City.
11. TRANSFER AND ASSIGNMENT OF LICENSE
11.1 Transfer and Assignment Restrictions. Licensee shall not have the right to assign its rights
and privileges under this License or to otherwise transfer such rights and privileges in any manner
whatsoever without the prior written approval by an ordinance enacted by the City, subject to the
following exceptions:
no such approval shall be required in connection with a merger, consolidation, division or reorganization of Licensee that has been approved by any applicable Competent Authorities, whose approval is required therefor under applicable law;
no such approval shall be required in connection with any transfer of the Utility Facilities and this License to an affiliate, as defined by 220 ILCS 5/7-101 (2)(ii) and 42 USCS § 16451, of Licensee; and
the purchaser of the Utility Facilities at a judicial sale foreclosing the lien of, or at any execution sale consequent upon default and judgment under any present or future mortgage, deed of trust or other indenture providing for the issuance of the Licensee's long-term debt, shall succeed to the rights and license of the Licensee, but subject to all terms and provisions hereof.
Notwithstanding the foregoing Paragraphs 11.1.1, 11.1.2, and 11.1.3, Licensee shall not assign its rights and privileges under this License or otherwise transfer such rights and privileges if such assignment or transfer would result in a breach of this License or would impair the ability of the assignee or transferee to meet its obligations under this License.
11.2 Effect of Transfers and Assignments. In the event of a transfer or assignment of the
Licensee's rights and privileges under this License, all provisions ofthis License that are obligatory
upon, or that inure to the benefit of, the Licensee shall also be obligatory upon and shall inure to
the benefit of any and all successors and assigns of the Licensee.
12. ADMINISTRATION
12.1 Non-Waiver. Neither this Ordinance nor any provision or condition hereof shall waive, abridge, release, limit, surrender, impair, remove, or subordinate:
any power, duty, or jurisdiction now or hereafter possessed by the City, the State of Illinois, or any officer, agency, department, or commission thereof;
any provision of any constitution, statute, or order of Competent Authority, except to the extent any provision or condition of this License directly conflicts with any provision or condition of any ordinance or order ofthe City in effect as of the effective date of this License;
31
any obligation or duty now or hereafter imposed upon Licensee by law or by order of Competent Authority; or
any right of the City or the Licensee to obtain judicial review of any judgment or decree of a judicial tribunal or any order of Competent Authority.
12.2 License Requirements as Voluntary Undertaking; Laws and Requirements Relating to
Providing of Electric Service.
The Licensee and the City understand and acknowledge that the general operations of the Licensee are under the jurisdiction of the ICC and FERC and the Licensee provides utility services under rates and schedules on file with Competent Authorities. The Licensee has agreed to perform the duties and obligations set forth in this License, provided that such performance does not violate any applicable regulatory requirement or any applicable statutes, rules, regulations, ordinances, or judgments, or decrees of any administrative or judicial tribunal.
Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that this License shall not alter or impact the rights and obligations of the City and Licensee as (respectively) a customer of public utility and electric utility service and as an electric utility and public utility under applicable laws and tariffs. In the event that the City alleges the Licensee has failed to perform any duties or obligations that are the subject of the exclusive jurisdiction of a Competent Authority other than the City, the sole remedy for such violation shall be before that other Competent Authority. For purposes of determining the applicability of this Paragraph 12.2.2, no provision of this License, including without limitation Paragraph 8.9, may be used as thc sole basis to defeat the exclusive jurisdiction of such Competent Authority.
Modification. Any material modification to this License shall be approved by the Licensee and an ordinance duly adopted by the City Council. The term "material" for purposes of this Paragraph 12.3 shall mean a modification to the provisions regarding Paragraphs 3, 4, and 5 and any modification which operates to cancel or otherwise reduce the obligations set forth in Paragraphs 7.1 and 7.1.2. Any other modification to this License shall be in writing, shall establish the factual background relating to such modification, shall set forth the terms and conditions of such modification, and shall be duly executed by both Licensee and the City, acting through the Commissioner. Any modification to this License shall take effect only upon execution and delivery thereof by both Parties. Upon such execution and delivery, the modifications shall become a part of this License and all other provisions of this License shall otherwise remain in full force and effect. For clarity, a modification to this License addressing and/or evidencing the decision ofthe Parties as to whether to extend the Term of this License for the Extension Term, as provided in Paragraph 3.4 above, shall not constitute a material modification to this License for purposes of this Paragraph 12.3.
Indemnification and Reimbursement.
12.4.1 The Licensee, at all times during the Term hereof, at its sole expense and risk, shall indemnify the City, its officers, and its employees against any and all Liability incurred by it or them:
32
for loss or damage to property of the Licensee, its officers, agents, employees, licensees and invitees in Public Ways or Property pursuant to this License, or for injury to or death of any such employee, agent or licensee while in Public Ways or Property pursuant to this License, however arising, except to the extent any such Liability is caused by the willful and wanton conduct ofthe City, its officers, or its employees, as finally determined by a court or pursuant to Paragraph 8.9 of this License, or as otherwise agreed to by the Parties; or
for other loss or damage to property or injury to or death of persons arising from any act or omission of Licensee or any person acting for it done within Public Ways or Property by virtue of or pursuant to this License or any right or license granted hereunder or any authorization, plan or specification approved, prescribed or issued pursuant hereto, except to the extent any such Liability is caused by the willful and wanton conduct ofthe City, its officers, or its employees, as finally determined by a court or pursuant to Paragraph 8.9 of this License, or as otherwise agreed to by the Parties.
The City shall promptly pay Licensee for any such Liability incurred by Licensee to the extent such Liability is caused by the willful and wanton conduct ofthe City, its officers, or its employees in connection with any contact with any power lines, cables or other property or facilities of Licensee, as finally determined by a court or pursuant to Paragraph 8.9 of this License, or as otherwise agreed to by the Parties.
Nothing contained in this Paragraph 12.4 shall be deemed or construed to waive or limit any claim, demand, cause of action, suit, right or remedy which Licensee may have or to which Licensee may be entitled at law, in equity or otherwise against any contractor, representative, or agent of the City (other than an officer or employee of the City) for any Liability caused by or resulting from the acts, omissions, negligence, or willful and wanton conduct ofany such contractor, representative, or agent of the City.
Remedies. No remedy that would have the effect of amending the specific provisions of this License shall become effective without such action as would be necessary to formally amend the License as provided in Paragraph 12.3.
Notices. Unless otherwise specified in this License, all notices, requests, demands, approvals, or other communications pursuant to or required by this License shall be in writing, sent to the persons named below, and either personally delivered, sent by a nationally recognized overnight delivery service, postage prepaid, or sent via United States certified mail, return receipt requested, postage prepaid. The designated recipient or address for either Party may be changed by notice given in accordance with the requirements of this provision. Copies of any notices relating to non-compliance, termination or acquisition shall also be given, at the same time, to thc Corporation Counsel of the City and to the General Counsel of the Licensee.
The City: Licensee:
ATTN: Office of the Mayor City of Chicago City Hall 121 North LaSalle Street Chicago, IL 60602 ATTN: [•] Commonwealth Edison Company External Affairs Department 10 South Dearborn Street, 49th Floor Chicago, IL 60603
33
and City of Chicago Department of Assets, Information and Services (AIS) 2 N. LaSalle Street, Suite 200 Chicago, IL 60602 and ATTN: [•] Commonwealth Edison Company Large Customer Services 10 South Dearborn Street, 49th Floor Chicago, IL 60603
With a copy to:
Corporation Counsel Department of Law City of Chicago City Hall 121 North LaSalle Street Chicago, TL 60602 General Counsel Commonwealth Edison Company 10 South Dearborn Street, 52nd Floor Chicago, IL 60603
Except as may otherwise be provided in this License, all notices, requests, demands, approvals, or other communications hereunder shall be deemed to have been given as ofthe date of actual receipt or refusal of receipt thereof.
Entire Agreement. The City and the Licensee agree that the provisions, terms, and conditions of this License comprise the entire agreement ofthe Parties concerning matters covered by this License.
Severability. If any Section, Paragraph, clause, or provision of this License shall be held invalid, the invalidity of such section, paragraph, clause, or provision shall not affect any ofthe other provisions of this License.
Governing Law. This License shall be governed by, and construed in accordance with, the laws of the State of Illinois, without regard to its conflict of laws rules.
Force Majeure. Neither Party shall be deemed in violation of this License for the delay in performance or failure to perform in whole or in part its obligations under this License due to strike, war or act of war (whether an actual declaration is made or not), sabotage, terrorism, insurrection, riot, act of public enemy, pandemic, fire, flood or other act of God or by other events to the extent that such events are caused by circumstances beyond such Party's control and are not caused by gross negligence on the part of such Party or any person acting on its behalf. In the event that the delay in performance or failure to perform affects only part of a Party's capacity to perform its obligations under this License, such Party shall perform such obligations to the extent it is able to do so in as expeditious a manner as possible. The affected Party shall promptly notify the other Party's representative in writing of an event covered by this Paragraph and the date, nature, and cause thereof. Furthermore, in such notice, the affected Party shall indicate the
34
anticipated extent of such delay and the obligations under this License expected to be affected thereby.
Time of Essence. Whenever this License requires an act to be performed by or within a certain time, such time shall be deemed to be of the essence.
Rules of Construction. This License shall be construed in accordance with the following: (a) when not inconsistent with the context, words used in the present tense include the future tense, words in the plural form include the singular form, and words in the singular form include the plural form; (b) the words "shall" and "will" are mandatory and the word "may" is permissive; (c) the word "including" is by way of example and not a limitation; (d) the provisions ofthis License shall be read as a whole so as to effect the purposes of this License; and (c) the Section and Paragraph headings contained in this License are used merely for convenience of reference and organizational purposes and shall not affect the interpretation of this License.
13. REPEAL
13.1 Repealer; Conflicts. The 1992 License and the settlement agreements and other documents listed on Schedule 3 attached hereto and made a part thereof are hereby repealed and terminated. In the event of any conflict or inconsistency between the provisions of this Ordinance and the provisions of any other ordinances, resolutions, settlement agreements or orders, the provisions of this Ordinance shall govern and control in each such event, unless otherwise specified in this License.
35
Schedule 1 - The first periodic report shall provide the data and reports set forth in Schedule 1 attached hereto, and shall be provided by April 1 ("First Periodic Report")
Schedule 2 - The second periodic report shall provide the data and reports set forth in Schedule 2 hereto and shall be provided to the City by October 1 ("Second Periodic Report")
Schedule 3 -List of settlement agreements and other documents (in addition to the 1992 License) repealed and terminated by this Ordinance
36
Schedule 1 - First Periodic Report
A summary of continued funding for "Transmission and System Protection Upgrades" and "Distribution Capacity Upgrades" impacting the City and a summary of the distribution expenditures by category that are consistent with the 2021 annual report (pages 42 and 43). The expenditures will include the five years prior and the reporting year.
A summary of expenditures impacting the City for other distribution projects including special programs to address circuits with customers experiencing a high number of interruptions. The special program categories will be consistent with the 2021 annual report (page 41). The expenditures will be reported as a summary of financial expenditures for program work completed in the City by categories describing the type of work and will include the five years prior and the reporting year.
Reliability Statistical Assessment - An assessment on the year-end electric service performance for the City compared to the ComEd system. The assessment will include reliability charts for SAIFI and CAIDI.
Regulatory performance metrics #1 (System) and #2 (EIEC) under the Reliability and Resiliency category approved by the ICC and applicable to ComEd by system results and limiting those results to the City of Chicago customers. Year-end results will be issued after the ICC performance metric filing.
City and Ward Interruption Summary - A summary of the number of outages and customer interruptions for the reporting year for the City as a whole and for each Ward. The data is also shown as a summary of interruptions exceeding two hours and exceeding six hours.
Year-end electric service performance reliability charts for the City as a whole and for each ward ofthe City including the following information for the five immediately preceding reporting years:
SAIFI
SAIFI non-storm
SAIFI by cause
CAIDI
CAIDI non-storm
Ward Reliability Update - Electrical System Improvements designed to continue improving the reliability performance of the electrical system serving customers in the City of Chicago Wards. Data is provided by program, circuit, and ward for the reporting year and upcoming year.
Glossary of Terms - Definitions and/or information for terms listed to the extent that they appear in the Reliability portion of the Annual Report.
37
Chicago Ward Boundaries which include circuits serving each ward, the circuit customer count in the ward, and the North-South-East-West boundaries.
The following will be provided in a sortable format (i.e., Microsoft Excel, single table of data/flat file, etc.) with consistent headers and data labels across all provided documents.
Year-end electric reliability indices or metrics for each census block group within the City identifying the census block group number, if the census block is an EIEC or non-EIEC, if the census block is an EJ or non-EJ community, and if the census block group is R3 or non-R3 community. Reliability indices or metrics include the following:
SAID!
SAIFI
CAIDI
CEMI4
CEMI4R3
CELID12
CELI2R3
Total customer interruptions
i. Total customer minute interruptions
j. Total customer served
Listing of circuits serving the City and the census block groups served by the circuit (in whole OR in part) including the customer count.
Listing of the five percent of all circuits serving theCity with the highest achieved SAIFI (worst performing) in the prior reporting year. Thc list will include thc year-end SAIFI performance for the reporting year and from the previous five years for those circuits.
Listing of the five percent of all circuits serving theCity with the highest achieved SAIFI (worst performing) in the current reporting year. The list will include the year-end SAIFI performance for the reporting year and from the previous five years for those circuits.
Listing of the five percent of all circuits serving the City with the highest achieved SAIDI (worst performing) in the prior reporting year. The list will include the year-end SAIDI performance for the reporting year and from the previous five years for those circuits.
Listing of the five percent of all circuits serving the City with the highest achieved SAIDI (worst performing) in the current reporting year. The list will include the year-end SAIDI performance for the reporting year and from the previous five years for those circuits.
Electrical system improvements by circuit designed to continue improving the reliability performance of the circuit. Data is provided by program for the reporting year and upcoming year.
38
17. Listing of Interruption data affecting the City including the following information:
Interruption reference identification number
Start date and time of interruption
Specific equipment involved in the interruption
Interruption cause category (per 83 111. Admin. Code Part 411.Table A)
Interruption code description (per 83 111. Admin. Code Part 411 .Table A)
Circuit lockout indicator
Voltage of fault
Sequential step restoration number
i. Duration of the interruption (in minutes)
j. Circuit(s) affected
k. Total number of customers Affected
1. City number of customers Affected
m. Ward number of customers Affected
18. An interruption summary including the total number of interruptions, customer
interruptions and customer minute interruptions for each interruption cause category
Definitions applicable to reporting associated with Schedules 1 and 2 only.
"Interruption" or "Outage" and the calculations of reliability indices System Average Interruption Frequency Index or "SAIFI" and Customer Average Interruption Duration Index or "CAIDI" and the definition of an interruption will be based on the Illinois Commerce Commission ("ICC") reporting requirement per 83 111. Admin. Code Part 411.20. System Average Interruption Duration Index or "SAIDI" is the product of "SAIFI" and "CAIDI" or SAIFIXCAIDI.
CEMI4 or Customers Experiencing Multiple Interruptions is a measure based on the number of customers experiencing four or more interruptions in a calendar year. CEMI4R3 calculation will be based on the number of customers experiencing four or more interruptions per year for three consecutive years.
CELID12 or Customers Experiencing Lengthy Interruption Duration is a measure based on the number of customers experiencing at least one 12-hour interruption in a calendar year. CELID 12R3 calculation will be based on the number of customers experiencing at least one 12-hour interruption per year for three consecutive years.
"EIEC": Equity Investment Eligible Communities (as such term is defined in the Climate and Equitable Jobs Act, Illinois Public Act 102-0662). EIEC include Environmental Justice ("EJ") communities and low-income communities eligible for grant funding ("R3") in the City of Chicago. EJ communities are those census block groups in ComEd's service territory that fell within the top 25 scores across Illinois, and qualified for incentives and benefits. R3 communities are those census tracts within ComEd's service territory that are eligible for grant funding. To ensure consistency throughout a 10-year period, this metric will measure ComEd's performance annually in those EJ and R3 communities, or EIEC, using the data extracted from the Illinois
39
"Solar for All" website (https://www.illinoissfa.com/environmental-justice- communities/) and the R3 website (r3.illinois.gov ), as of October 2022.
40
Schedule 2 - Second Periodic Report
A sub-part ofthe ICC-filed prior reporting year's 1% worst performing circuits and customer target reports impacting City customers. (This data focuses on those distribution circuits that have greatest impact on pocket reliability performance and on
customers exceeding the service reliability targets as set forth in Sections of the
Illinois Administrative Code.)
Year-end electric service performance reliability charts for the City as a whole and for each ward of the City including the following information for the five immediately preceding reporting years:
SAIFI
SAIFI non-storm
SAIFI by cause
CAIDI
CAIDI non-storm
The following will be provided in a sortable format (i.e., Excel, single table of data) with consistent headers and data labels should be used across all provided documents.
Listing of the five percent of all circuits serving the City with the highest achieved SAIFI (worst performing) in the prior reporting year. The list will include the year-to-date SAIFI performance for the reporting year and from the previous five years for those circuits.
Listing of the five percent of all circuits serving the City with the highest achieved SAIDI (worst performing) in the prior reporting year. The list will include the year-to-datc SAIDI performance for the reporting year and from the previous five years for those circuits.
41
Schedule 3 - List of Agreements
The Supplemental Agreement Between the City of Chicago and Commonwealth Edison Company attached to thc 1992 License, adopted December 11, 1991 and effective January 1, 1992, as amended.
A Settlement Agreement executed by the City of Chicago and Commonwealth Edison Company on May 18, 1999 (the "1999 Settlement Agreement" for purposes of this Schedule).
Amendments to the 1999 Settlement Agreement authorized by the City Council of the City of Chicago on January 16, 2002 and dated July 2002.
Second Amendment to the 1999 Settlement Agreement dated February 20, 2003.
Settlement Agreement entered into and made effective as of December 21, 2007 by and between the City of Chicago and Commonwealth Edison Company, including a 2007 Project Deferral and Substitution Agreement made as of December 21, 1007 by and between The City of Chicago and Commonwealth Edison Company.
42
EXHIBIT B
ENERGY AND EQUITY AGREEMENT
This Energy and Equity Agreement ("Agreement") is entered into this day of
2023, by and between the City of Chicago, an Illinois home rule municipality (the
"City"), and Commonwealth Edison Company.an lllinoiscorporation andan Illinoispublic and electric utility ("ComEd"), (each a "Party" and collectively the "Parties"), concerning cooperation and collaboration by the Parties to achieve certain energy and equity goals as more fully set forth herein.
WHEREAS, the Parties have concurrently entered into that certain Ordinance and Agreement (the "Franchise Agreement"), granting both ComEd and the City certain rights and imposing on them certain obligations;
WHEREAS, ComEd shares the City's belief that everyone, regardless of their background or status, has an equal rightto clean, affordable, and reliable energy as well as access to new energy technologies and services;
WHEREAS, in addition to its obligations underthe Franchise Agreementand as a public and electric utility, ComEd is committed to cooperating and collaborating with the City in additional ways to support and advance both the City's and ComEd's goals, as discussed herein, and to set forth the terms and conditions governing the Parties' cooperation and collaborative efforts in this Agreement;
WHEREAS, working together, the City and ComEd have the opportunity to make theirsharedgoalsa reality forthe millions of residents and businesses they serve together and ensure that the City and the state lead the nation on a clean, bright, and equitable future for all;
WHEREAS, the City and ComEd are aligned around commitments to: continueto deliversafe, reliable, and affordable clean energy Chicagoans expect; plan,investin, and operate the electric system in a mannerthatisequitableto, and benefits, all communities in Chicago; ensure the electric system has resiliency needed to withstand severe weather caused by climate crisis; enablethe integration of renewables, solar, battery storage, and electric chargers; and build a more equitable city;
WHEREAS, the City has further updated its commitments in 2017 to observe the Paris Climate Agreement and to transition to 100% renewable energy by 2025 for municipal energy, and in 2019 expanded the commitment to 100% renewable energy citywide by 2035;
WHEREAS, the City published its 2022 Climate Action Plan (the "2022 CAP", and each of the 2022 Climate Action Plan and any additional, replacement, or supplemental climate action plans as may be published by the City from time to time, a "CAP") which set a goal to reduce greenhouse gas ("GHG") emissions by a minimum of 62% by 2040 through holisticsolutions centered on equity and justice and intendsto update these goals in subsequent CAPs;
WHEREAS, the City acknowledges the complexity ofthe climate crisis requires a comprehensive approach with interconnected and results-driven actions undertaken by many groups, to improve health, economic stability and opportunity, and equitable outcomes for Chicagoans;
ii
WHEREAS, in 2021, the City unveiled a Green Recovery Agenda in response to the impacts of the COVID-19 pandemic to strengthen local communities, catalyze equitable building decarbonization, and accelerate the local green economy of Chicago;
WHEREAS, in the City's 2023 Budget, the City established an Office of Climate and Environmental Equity ("OCEE"), led by the City's Chief Sustainability Officer;
WHEREAS, the City is uniquely positioned to lead on the fight against climate change and to achieve climate and economic justice through resources and programs available with the passage of the landmark 2021 Illinois Climate and Equitable Jobs Act ("CEJA"), the Federal Inflation Reduction Act of 2022 ("IRA"), and the Federal Infrastructure Investment and Jobs Act of 2021 ("IIJA");
WHEREAS, CEJA defined geographic areas through out the state of Illinois which would most benefit from equitable investments designed to combat discrimination and foster sustainable economicgrowth, specifically, in thefollowing areas (collectively, equity investmenteligiblecommunities, or"EIECs"): (1) Restore, Reinvest, Renew ("R3")Areas as established pursuant to Section 10-40 of the Cannabis Regulation andTaxAct, where residents have historically been excluded from economic opportunities, including opportunities in the energy sector; and (2) Environmentaljustice communities,as defined by the Illinois Power Agency pursuant to the Illinois Power Agency Act, but excluding racial and ethnic indicators, where residents have historically been subject to disproportionate burdens of pollution, including pollution from the energy sector; and
WHEREAS, the City and ComEd have jointly identified certain goals, objectives, and areas of mutual interest with high potential for constructive cooperation and collaboration as set forth more fully herein.
NOW THEREFORE, the City and ComEd hereby agree as follows:
Term. This Agreement is effective as of ("Effective Date"),
and shall extend until the date that is the earlier of: (a) the date on which theTerm of (and as definedin)the FranchiseAgreementterminatesor expires; or (b) December 31, 2042.
Funding Commitment. ComEd hereby makes the following funding commitments in an aggregate amountof upto $120 million, subject to the conditions set forth in this Section 2, and provided that, as of the date that each applicable amountisto be paid by ComEd (as provided below), this Agreement and the Franchise Agreement are in full force and effect:
(a) ComEd shall contribute up to $110 million in accordance with the following:
$25 million shall be contributed to the Entity (as defined in Section 3) within 60 days after the latest to occur of (i) ComEd receiving written evidence of the formation of the Entity, (ii) the establishment of the Entity's bank account, (iii) the appointment of the 7-member board as described in Section 3(a) hereof, and (iv) the adoption by the board ofthe Bylaws attached hereto as Exhibit C;
$25 million shall be contributed to the Entity no later than the first anniversary of the date of the contribution under Section 2(a)(i), provided that, if such anniversary shall not be a business day, then the
|1010|
contribution shall be made no later than the business day next following such anniversary;
$25 million shall be contributed to the Entity no later than the second anniversary of the date of the contribution under Section 2(a)(i), provided that, if such anniversary shall not be a business day, then the contribution shall be made no later than the business day next following such anniversary;
$15 million shall be contributed to the Entity no later than the third anniversary of the date of the contribution under Section 2(a)(i), provided that, if such anniversary shall not be a business day, then the contribution shall be made no later than the business day next following such anniversary; and
if the Franchise Agreement is extended for the Extension Term (as defined therein), ComEd shall contribute an additional $20 million to the Entity within ten (10) business days of the effectiveness of the extension, unless there is a then-pending dispute with respect to such extension, in which case such contribution shall be made within ten (10) business days of the final resolution of that dispute.
(b) ComEd agrees to expend not less than $10 million (the "ComEd Expenditure") to establish workforce development initiatives that, through a collaboration between ComEd, the City, other government entities, industry partners, labor, education, and community-based organizations, prepare, train, and reskill individuals from disadvantaged communities for clean energy careers (the "Workforce Development Initiative"). This Workforce Development Initiative may, by mutual agreement ofthe Parties, build upon the City Colleges of Chicago and Chicago Public Schools infrastructure to develop more expansive clean energy training and support through Dawson Technical Institute and other locations on the South and West sides of Chicago. The Workforce Development Initiative is intended to provide train ing and certifications in several work categories including skilled trades, energy efficiency, electric vehicle ("EV") maintenance, fiber installations, renewable energy installations, and business operations. The Workforce Development Initiative is also intended to include wrap-around support services for students (such as transportation; housing support services; legal support; assistance with childcare; and assistance with personal protective equipment, tools, and stipends).
(i) If (w) ComEd receives a final, non-appealable orderfrom the Illinois Commerce Commission ("ICC") allowing rate recovery of some or all ofthe ComEd Expenditure and/or receives grants and/or other funds from third party sources (for avoidance of doubt, third party sources do not include affiliates of ComEd) that are used to support the Workforce Development Initiative and (x) the resulting Effective ComEd Cost (as defined below) is less than $10 million, then ComEd shall contribute to the Entity, within 30 days of receipt of such order, the amount by which the Effective ComEd Cost is less than $10 million, provided that such contribution shall in no event exceed $10 million. The "Effective ComEd Cost," as used in this subparagraph (b), means the amount by which the|1010|
ComEd Expenditure exceeds the sum ofthe rate recovery allowed by such order pi u s an y gran ts or oth er sou rces of f u n ds th at ComEd h as received to offset any other portion of the ComEd Expenditure. "Rate recovery," as used in this subparagraph (b), means the addition of any portion of the ComEd Expenditure to a revenue requirement as an expense or as an addition to the rate base, provided that the following shall notconstitute rate recovery: (y) changes to ComEd's capital structure, for ratemaking purposes or otherwise, on accountof the ComEd Expenditure,the recovery in rates of any portion thereof, or receipt of such grants or other sources of f u n ds, an d (z) ch an ges i n recovered costs resu Iti n g from an y of th e activities of the Workforce Development Initiative (such as, without limitation, the direct or indirect hiring of graduates).
Notwithstanding anything in this Agreement to the contrary, ComEd reserves the rightto seek grants, regulatory cost recovery, or other funding sources for all or any portion of the costs of the Workforce Development Initiative.
The City agrees to support any grant or other funding applications necessary for the Workforce Development Initiative.
ComEd agrees that it shall notseek rate recovery of the contributions ComEd makes to the Entity under Section 2(a). "Rate recovery," as used in this subparagraph (c), means the addition to a revenuerequirementasan expense the amount of any contribution that ComEd is required to make to the Entity pursuant to Section 2(a), provided thatchangesto ComEd's capital structure, for ratemaking purposes or otherwise, on account of any contribution, payment, or activity authorized or required under this Agreement, shall not constitute rate recovery.
The Parties shall cause the Entity, no later than thirty (30) days after each contribution is made, to provide ComEd with a written acknowledgement of such contribution, which acknowledgement shall state that no goods or services were or will be received by ComEd from the Entity in consideration of the contributions.
If a material breach by the City of the Franchise Agreement or this Agreement has occurred and is continuing as of the date that an amount is to be paid by ComEd pursuant to Section 2(a), ComEd's obligation to pay such contribution will be suspended until the City has cured such material breach. ComEd shall be obligated to make such payment within ten (10) Business Days after the date such material breach is cured.
3. Formation and Function of Not-For-Profit ("NFP") Entity.
(a) Promptly following the execution of this Agreement, the Parties shall cause the "Clean Energy and Equity Collaborative NFP" to be formed as an Illinois not-for-profit corporation (the "Entity") by the filing of the articles of incorporation attached as Exhibit B with the Illinois Secretary of State. Upon formation, each Party shall provide to the other Party, for review and comment, the names of their proposed initial representatives on the Board of Directors (the "Board") as if the Bylaws attached as Exhibit C hereto were in effect. Each Party may consider comments from the other Party and the Energy and Equity Advisory Panel (defined
|1010|
in Section 5), andshallthen designate theirinitial representatives on the 7-member Board and cause those representatives to adopt the Bylaws in the form attached as Exhibit C. Both Parties shall endeavor to elect a diverse group of individuals representing community organizations, ElECs, not-for-profit organizations, local businesses, faith-based organizations, labor unions, schools, and other stakeholderswhohavean interestin the subjects covered in this Agreement. The City must also select an individual from the Energy and Equity Advisory Panel to serve as a representative on the Board. ComEd shall not elect current employees or directors of Exelon Corporation or its affiliates.
The function of the Entity shall be to consider, discuss and determine the projects that will receive funding to achieve the goals within the 2022 CAP, and subsequent or supplementary climate initiatives, pertaining to the developmentof a more equitable energy system by way of increased access to programs and technologies that improve energy efficiency, electrification, and access to clean energy. The Entity shall publicly invite third party applicants to submit project proposals for consideration that contribute to that intention. Project funding shall be provided from contributions made to the Entity by ComEd and the Entity may also apply for and accept additional funds from private and government sources for distribution. The Entity shall be required to use best efforts to ensure it is eligibleto claim funding underthe IRA or future legislation, as applicable; including, but not limited to, expanded clean energy tax credits.
For a project to be funded by the Entity:
(i) It must prioritize an equitable transition to the use of clean energy and/or must promote equitable decarbonization anchored in values of economic inclusion and savings, pollution burden reduction, equitable access to critical infrastructure and/or community health and resilience. Projects should advance the pillars, strategies, and actions in the then-current CAP, including, but not limited to, retrofitting, weatherizing, and decarbonizing buildings; installing and encouraging access to community solar and other renewable energy sources that prioritize energy resiliency and reducing energy burden in ElECs; expanding access to electric micro-mobility options; and enabling zero-emission transit and fleets. Projects must prioritize delivering measurable and equitable community benefits and infrastructure improvements with a specific focus on ElECs and other under-resourced communities, and must demonstrate significant community engagementin project design and implementation. The project must be presented to the Board in a written proposal which describes, at a minimum, the following: (A) the amountof funding requested from the Entity as well as the total project cost to the extent the two amounts are different; (B) the purpose, milestones, and objectives soughtto be achieved; (C) how progress toward achieving those milestones and objectives will be measu red, i n clu di ng whether ach ievement of th e mi leston es an d objectives is dependent upon funding or incentives from other sources (including any conditions precedent to that funding or incentives); (D) how the project advances specific actions, strategies and pillars in the City's then-current CAP and other relevant energy policies to achieve equitable outcomes for
residents; (E) how the project will be administered and implemented; and (F) how the project will be designed and implemented with community residents and partner organizations. Any project proposal must provide for quarterly reporting to the Entity.
Theproject willbe administered and overseen bya party who, in the opinion of the Board, is qualified to perform the activities or undertakings of the project. To make this determination, the Board shall review a description of qualifications for the work to be performed as a part of theproject. Theapplicantmustdemonstratethe institution aland financial controls in place to administerthe project in accordance with the restrictions and guidance provided by the Entity.
The applicantmust provide a detailed project budget. Eligible costs associated with the project may include:
Pre-project development costs and uses, including data-gathering, feasibility studies, community engagement and public feedback processes, equity assessments and planning, permitting, planning, architectural designs, and engineering studies;
Costs of repair, rehabilitation, construction, improvement, and acquisition of property/equipment, and facilities;
Costs of health and safety improvements to address inequities in housing conditions to enable clean energy solutions; and
Personnel costs including salaries and fringe benefits for staff, consultants, and contractors required for carrying out a project.
The project must have, or include a plan to obtain, any necessary regulatory approvals and permits and must otherwise comply with applicable law.
(d) The project must not:
Conflict with or require the modification of ComEd's rates, terms, conditions, or standards of utility service; interfere with ComEd's provision of utility service under its tariffs; or establish or maintain any unreasonable difference in such rates, terms, conditions, or standards of utility service either as between localities or as between classes of service;
Involve lobbying for any legislative or administrative action of any kind (aside from technical discussions ancillary to implementation ofa project) or any expenditures in support of candidates for elected or appointed governmental office or positions;
Involve expenditures related to the purchase or sale ofthe electrical system serving residents in Chicago, including studies related to ComEd's performance under the Franchise Agreement.
|1010|
The Entity may commit to fund projects meeting the criteria set forth in Sections 3(b), 3(c) and 3(d) that are approved by the Board. The Entity must provide City, ComEd, and the public information on projects funded through a website or similar public communications system which includes but is not limited to, an annual report on their selection criteria, granted organizations, outcomes of grant projects, distributed and remaining funds, any external funds secured for distribution (e.g., private foundations and other government grants), impacts of grant-funded projects on CAP goals and impact of grant-funded projects on ElECs.
The Entity may fund its administrative, fiscal sponsorship, and operating costs, including appropriate personnel costs, subject to Board approval; however, administrative, fiscal sponsorship, and operating costs, considered collectively, may not exceed $500,000 annually. Board members and officers of the Entity shall not receive compensation for their services other than reimbursementfor reason able out-of-pocket costs associated with attending Board meetings.
4. ComEd-City Coordination Council
Within 30 days after the Effective Date, and thereafter on an annual basis, each Party shall designate not more than three (3) senior representatives to act on the ComEd-City Coordination Council ("Coordination Council"). The City's OCEE, or its successor, shall coordinate City staffing ofthe Coordination Council. The Coordination Council may designate committees to furthercoordinate its work and such committees may be staffed by Coordination Council members or other staff designated from time to time by the Parties.
The role and duties of the Coordination Council shall primarily be as defined in the Franchise Agreement. In addition, the Coordination Council will considerhowthe activities ofthe Parties underth is Agreement address the energy and decarbonization goals of the City and State of Illinois. The Parties intend to cooperatively study, prioritize, plan, implement, track, and report progress on clean energy activities in Chicago, including those described in Section 6, in support of this Agreement through the Coordination Council. The Coordination Council shall determine the tasks necessary to achieve these goals, direct the execution of tasks, and report the results of these tasks. Without limiting the foregoing, the Coordination Council shall address:
Coordination of electrification and decarbonization activities and investments aligned with the CAP and other relevant energy policies;
Joint pursuit of federal, state and private funding sources to advance this Agreement;
Coordination of updates to the City Council and relevant committees;
Implementation of projects if funded by the Entity or other grant or third party sources;
Each year, starting with 2024, written identification of topics, projects, and initiatives that are within the scope of this Agreement for collaboration during the year thereafter; and
7i
(vi) Other duties as mutually agreed upon by the Parties.
Energy and Equity Advisory Panel. Many of the goals and objectives contained herein require collaboration with key stakeholders to en sure success. The City shall establish an Energy and Equity Advisory Panel ("EEAP" or "Energy and Equity Advisory Panel"), which shall include designated staff representatives from the Parties and one representative from the City Council's Environmental Protection and Energy Committee (or its successor) as well as representatives from community organizations, ElECs, not-for-profit organizations, local businesses, faith-based organizations, schools, and other stakeholders who have an interest in the subjects covered in this Agreement. The EEAP shall consist of six (6) to twelve (12) members, representing the various interested stakeholders described above, selected pursuant to a mutually agreed process. The EEAP shall meet quarterly each year to: review the progress, performance and status of the goals and objectives laid out in this Agreement; provide input to the Entity on future grantmaking activities and outcomes of grant projects; provide input to the Coordination Council in regard to matters relevant to this Agreement and the Franchise Agreement; attend presentations and meet with the Coordination Councilfrom time to time; and if requested by the Parties, provide outreach and education around Ihe goals, objectives and initiatives contained herein. EEAP members may also make recommendations to the Chicago City Council to call hearings to discuss any relevant topics related to this Agreement. EEAP members that demonstrate economic hardship or represent community organizations will be eligible for a reasonable monetary stipend, paid for by the Entity, for time related to participation in the EEAP meetings, and for the costs of travel to and from the meetings.
Energy and Equity Project Opportunities. The City and ComEd shall collaborate and cooperate in pursuing mutually agreed-upon opportunities that support an equitable transition in the use of energy. These opportunities will demonstrate a commitment to the shared values of economic inclusion and savings, pollution and energy burden reduction, equitable access to critical infrastructure, and community health and resilience. The Parties will further work towards the equitable expansion of energy efficiency; the decarbonization of buildings; increased access to affordable renewable energy and carbon-free transportation options; workforce development initiatives in disadvantaged communities; and increased access to affordable broadband service for Chicago families. The Parties will commence this collaboration through the initiatives described in Exhibit A hereto. The Parties agree that, as of the Effective Date, these initiatives are valued at up to $400 million. After the Effective Date, the Coordination Council shall, ata minimum annually, discuss furthering these goals through new project collaborations. The Parties have identified the following areas for such further project collaborations:
(a) Increase Household Savings. As the City advances its clean energy transition, it remains imperative that residents and businesses have access to clear information about their energy usage and well-supported systems to access resources, rebates, and incentives to help manage costs. The Parties shall collaborate with stakeholders, including but not limited to members of the EEAP and Coordination Council, to develop new, and strengthen existing, customer assistance programs such as ComEd's Energy Assistance Ambassador (CEAA) Program, bill payment assistance, and customer participation in energy efficiency
|1010|
and demand response programs. ComEd shall continue to periodically review its credit and collections policies and procedures to assess their impact on low-income customers and customers living in EIEC communities and will discuss the results of those reviews with the City. In addition, the Parties will work to develop program strategies consistentwith CEJA andthe goals of thissection that address affordability concerns of those living in EIEC communities, returning residents, those with medical certification, and other classes of customers experiencing economic hardship, including through participation in a proceeding to be initiated by the ICC underSection 9-241 ofthe Illinois Public Utilities Actand/orin periodic rate design investigation proceedings.
Advance Decarbonization. The Parties agree that reductions in the City's largest sources of GHG, buildings, are important to achieving economy-wide decarbonization. The Parties will work to ensure communities, particularly those experiencing the greatest energy and pollution burden, can participate in and benefit from the City's clean energy transition. The Parties will work with stakeholders to coordinate the effort to secure funding for energy efficiency and weatherization measures focused on low- to middle-income housing, to deepen the impact of the City's affordable decarbonization efforts; this work will include collaborative supportfor programs and measures aimed at addressing inequitable housing conditions affecting health and safety that affect the ability to access and take advantage of improved energy solutions.
Enable a Just Clean Energy Transition. The City is committed to power City-owned buildings with renewable energy by 2025 and to power 100% of all buildings within Chicago with renewable energy by 2035. ComEd is committed to creating a cleaner, brighter future for the communities it has the privilege to serve. The Parties shall work to enable and expand residential rooftop solar, where feasible and in a manner that is consistent with ComEd's rates, terms, conditions, and standards of service, through Illinois Solar for All and other supportive programs. In addition to the initiatives described on Exhibit A, the Parties will continue to discuss opportunities to enable non-utility community solar project(s) on City-owned site(s), including cooperatively seeking federal or other funding for said project(s). The Parties will work together to address and attempt to resolve unjust or unreason able barriers to the implementation and development of community solar projects within Chicago's boundaries.
Promote Personal Mobility and Improve Air Quality. On-road transportation accounts for 15% of total citywide GHG emissions and 70% of all public EV chargers are located in just three (3) ofthe City's Community Areas. Forty- seven (47) of Chicago's seventy-seven (77) Community Areas do not have any access to public charging. The Parties agree to collaborate on initiatives that support equitable access to electric mobility options and the benefits of transportation electrification, including the potential deployment of publicly accessible EVand electric mobility charging stations which prioritize investment in neighborhoods without these assets and the electrification of municipal and commercial fleets. Such efforts will prioritize the electrification of fleets domiciled in and traveling through neighborhoods disproportionate burdened by poor air quality and/or truck volumes. The Parties shall also explore launching an EV
|10 10|
carsharing pilot and the potential for electric rail infrastructure incentives, discounted rates for electric bus charging, and electric bus charging infrastructure. The Parties agree to identify staff to serve on or consult with the Coordination Council with technical knowledge in this area, to collaborate on actions or proceedings at the ICC necessary to effectuate these commitments and advance and explore development of a City EV and infrastructure framework.
Propel Clean Energy Careers. The Parties agree that preparing the City's neighborhoods for a clean energy economy will require strong workforce development opportunities. The Parties agree to seek opportunities to ensure that residents from low-income areas and ElECs can access careers in the emerging clean energy economy, which will require expanded workforce development. Initiatives in this category are intended to catalyze economic development and job creation to improve qualityof life and ensure that these communities participate in, and benefit from, the clean energy economy.
Connecting Communities. ComEd is in a unique position to support closing the digital divide by offering available reserve capacity ("middle-mile dark fiber") in areas of need to last mile providers, on an open access and nondiscriminatory basis, where feasible and consistentwith ComEd's obligations as a public and electric utility. As a regulated utility, ComEd builds and operates telecommunicationsfacilities for utility purposes and to meet utilityneeds. ComEd acknowledges, however, that there may be unique opportunities to license use of middle-mile dark fiber in a manner that can benefit areas impacted by the digital divide while maintaining the usefulness ofthe fiber as a utility asset. ComEd will, on a non-exclusive basis, work with the City and internet service providers ("ISPs") committed to providing affordable quality home broadband access to leverage reserve capacity fiber assets and facilitate the expansion of fast, reliable, affordable broadband infrastructure to disadvantaged communities in a manner consistentwith ComEd's duties as a utility, including through a pilot.
Foster Innovation for Resiliency. The Parties recognize that there is unprecedented momentum building for cleaner energy future with a focus on decarbonization and electrification, while ensuring that all communities get the benefit of such transitions. Separate and distinct from the ComEd Community Resiliency Hub Initiative described in Exhibit A, the Parties agree to develop and implement a community resilience concept to bring together a collection of technologies and services intended to advance decarbonization and resiliency to address the needs of communities which, due to economic inequality, face unique challenges from the disruption or loss of electric service due to climate events.
Community-Based Outreach. ComEd shall leverage community-based outreach to educate communities about available financial assistance programs, such as the CEAA pilot program, a community-based outreach and awareness initiative that provides part-time employment to community residents as ambassadors to educate their communities and neighbors about available financial assistance programs. ComEd will continue its existing pilot program by funding one-hundred (100) ambassadors per year under the CEAA program in ElECs over the ten (10)-year period following execution ofthe Agreement.
10
The Parties shall seek to identify and incorporate opportunities to use Minority and Women Business Enterprise ("MWBE") contractors and local talent, particularly from ElECs or other underrepresented populations, wherever prudent and reasonable and permissible under law.
Notwithstanding anything to the contrary, this Section 6 shall not impose on ComEd the obligation to contribute any funds or incurany costs that are not (x) fully recoverable through rates without any action, other than review of prudence and reasonableness, by a Competent Authority (as defined in the Franchise Agreement), or (y) to be funded by grants or other third-party sources. The Parties acknowledge that certain ofthe projects, tasks, and actions described and addressed in this Section 6 are also described and addressed in Exhibit A attached hereto. It is the intention ofthe Parties that the terms of this Section 6 and the terms of Exhibit A hereto shall be interpreted in a manner such that the Parties' respective rights and obligations in this Section and in such Exhibit are consistentwith each other; however, in the eventof anyconflictor in consistency between the terms of this Section 6 and the terms of Exhibit A, the terms of Exhibit A shall govern and control as to the initiatives described in Exhibit A.
Other Commitments.
ComEd shall designate adequate staffing resources with the appropriate level of expertise and understanding to coordinate with the City and its sister units of local government on public and private residential and commercial building electrification and public and private transportation electrification, particularly electrification of shared mobility transportation methods.
ComEd shall maintain its headquarters within Chicago during the term of this Agreement.
Additional Economic Development.
ComEd purchased the former Board of Trade building at 333 S. LaSalle Street in Chicago in 2021 as a potential site for a new substation to support forecasted load growth and increased electrification in the Central Business District of Chicago ("CBD"), including expected load from increased adoption of EVs and all-electric buildings. ComEd will in 2028 begin the planning, subjectto regulatory review and approval, for the future construction of a new substation at 333 S. LaSalle Street to meet forecasted load growth in the CBD. ComEd will, as part of this planning process, also investigate the use of other portions of the building and immediately adjoining space owned by ComEd for other ComEd functions, including to house offices or other activities for ComEd and/or its affiliates. During this planning process, ComEd will communicate with the City concerning the expected economic impact of the project both during and after construction.
ComEd will propose and seek ICC approval of the construction and operation, in support of its utility functions, of a Clean Energy Training Hubto be located on the West Side of Chicago to help prepare/train/reskill individuals forjobs in the Illinois' clean energy transition as described in CEJA. This will target individuals from ElECs and engage government, education, labor, other industry partners and community-based organizations to promote equitable engagement th roughout design, recru itment, train ing, su pport, and job placement ph ases of the program. The proposed Clean Energy Training Hub will offer training and
ii.:
certifications in categories including: skilled trades (electrical line work), energy efficiency, EV maintenance, EV infrastructure readiness, fiber installations, renewable energy installations (solar, battery storage, etc.), building electrification, technical engineering support, business operations, and related small business incubator programs. The proposed program will include tuition assistance and a stipend provided to each participant for wrap-around support services (transportation, housing, legal, childcare assistance, PPE, and tools) and will be sized to allow approximately 500 participants annually to benefit from the Clean Energy Training Hub. Forthe avoidance of doubt, the Clean Energy Train ing Hub is in addition to the Workforce Development Initiative to be funded under Section 2(b). The City will reasonably cooperate with ComEd in its pursuit of such Hub, including identification of potential properties, which shall include properties owned by th e City and/or other u n its of local govern ment, if any, th at are su itable for such Hub based on ComEd-identified criteria.
Implementation and Reporting. Upon the Effective Date, the Coordination Council shall coordinate, and the Parties shall proceed in good faith to collaborate on, the commitments made herein. The Coordination Council shall report annually on or before April 1 (commencing April 1, 2024) on the goals, commitments, objectives and areas of mutual interest set forth in this Agreement, including with respect to theCity and ComEd's commitments underSections6 and 7, with respect to both efforts over the prior year and plans for the coming year. The Coordination Council may create reports that describe the status ofthe specific projects and initiatives taken in furtherance of the goals, objectives, and areas of mutual interest, and identify any barriers to their implementation or realization that ComEd and the City could jointly work to overcome.
Data Transparency and Reporting. By providing access to relevant and important data, ComEd can help the City, members of the public, and interested stakeholders understand ComEd's performance, business, and impact within Chicago. To that end, to the extent legally permissible, ComEd commits to provide additional data and information as described below in addition to the reporting requirements contained in the Franchise Agreement for the duration ofthis Agreement:
Clean Energy Reporting. ComEd shall provide the City with monthly anonymized reporting data on the adoption of clean energy utilization by residents in Chicago, specifically including: (1) the number of Illinois Solar for All projects within Chicago; (2) zip code level data on (i) the number of residents that have installed rooftop solar systems, and(ii) the numberof residents that are subscribed to a community solar project; and (3) aggregate data on the numberof new solar interconnection applications broken outby residential, commercial, and community solar projects. On an annual basis, ComEd shall provide to the City a map showing the location and numberof community solar projects in Chicago.
Information Systems. ComEd shall continue to provide information systems, including mapping tools identifying delivery system conditions, real-time outage map, and customer education toolkits. The Parties shall discuss on an ongoing basis the usefulness of each information system, and opportunities for improvement.
Legal and Regulatory Framework. The City and ComEd exist within a legal and regulatory framework that governs the topics in this Agreement. ComEd is a
12
public u ti I ity understate and federal law and an Illinois publicand electric utility, and as such, is subject to extensive regulation and oversight by, among others, the State of Illinois, including butnotlimited to the ICC, and the United States government, including but not limited to the Federal Energy Regulatory Commission ("FERC"), and bodies established or regulated by federal and State law. Notwithstanding anything herein to the contrary, all activities undertaken underthis Agreementincluding,withoutlimitation,the funding of programs and projects, the provision of utility services, and any changes in utility services, rates, rate designs, policies, or practices must be consistentwith and implemented in accordance with such laws and regulations. Without limiting the foregoing:
The Parties acknowledge that in carrying out this Agreement, there may be ICC or other Competent Authority approvals (including without limitation, for the full recovery of costs associated with the programs, initiatives, etc. in rates) that, in ComEd's judgment, become necessary and ComEd's commitments in carrying out projects and initiatives developed in accordance with this Agreement (including the initiatives described in Section 6 and ExhibitA) are contingent on receipt of ICC or other Competent Authority approvals. The City agrees to cooperate with and support ComEd's efforts to obtain the necessary approvals of the ICC or other Competent Authorities in connection with this Agreement. Forthe avoidance of doubt, this obligation to cooperate and support does not limit the City's right to participate or take any position in other proceedings before the ICC or any other Competent Authority.
The Parties acknowledge that ComEd has entered into a three-year Deferred Prosecution Agreement("DPA") on July 17, 2020 with the United States Attorney for the Northern District of Illinois. Nothing in this Agreementshall require ComEd to take any action that, in ComEd's judgment, may cause ComEd to violate, or cause it to come into conflict with the spirit or intent of, the DPA.
Funding. The City and ComEd will use good faith efforts to collaboratively identify, utilize, or apply for sources of funding, including, without limitation, local, state, federal, foundation and private sources, to support pilots, programs, and projects that could helpthe Parties meet the goals and objectives described herein, all in accordance with the terms and conditions described in Section 6 and more specifically set forth in ExhibitA. Neither ComEd, the Entity nor the City are obligated to fund the initiatives described in Section 6 and ExhibitA.
Ethics. ComEd is committed to maintaininga robust and comprehensive ethics and compliance program. Since July 2020, ComEd has implemented comprehensive ethics reforms, including adopting and enforcing policies that substantially strengthen oversight, controls, and guidance with respect to ComEd's interactionswith publicofficials.andincorporate best practices froma review of numerous corporate and governmental ethics policies. While ComEd recognizes that an effective ethics program must continue to evolve in the face of changing risks, ComEd is committed to continually improve its ethics policies and practices (the version of its ethics policies and practices currently in effect as of the date hereof is attached as Exhibit D). ComEd will report annually to the City on any changes, if applicable, to its ethics policies and practices, and other subjects relevant to its ongoing and comprehensive ethics reform program.
1.3
14. General Terms.
The Parties acknowledge that there may be specific areas where joint goals, objectives and areas of mutual interest are not identifiable or are otherwise not feasible or suitable for inclusion in this Agreement. In that regard, this Agreement is not intended to be exclusive or to limit other or future opportunities for cooperation and collaboration.
The Parties acknowledge that in some instances projects and initiatives identified in connection with this Agreement may become subject to separate agreements authorized and executed outside the framework of this Agreement.
The Parties acknowledge and understand that, unless specifically agreed to otherwise, each Party shall be responsible for carrying out its own obligations and bearing its own costs incurred in carrying out and supporting activities relating to this Agreement. As certain initiatives of this Agreement are explored and costs are determined, the Parties shall work together in good faith to determine how to further allocate costs andwhetherto incursuch costs. Nothing in this Agreement shall enlarge, restrict or modify the regulation of such activities or the recovery of the costs of such activities in accordance with the law. In addition, the Parties shall support efforts to pursue any grants or other funding available for certain activities contemplated by this Agreement.
Nothing in this Agreement shall invalidate or otherwise supersede any agreements or other legal obligations of either Party.
This Agreement may not be amended except by written agreement executed by an authorized representative of each Party.
This Agreement is contingenton and shall become effective as ofthe Effective Date of (and as defined in) the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall automatically terminate concurrently with the termination of the Franchise Agreement.
If one or more material provisions of the Franchise Agreementshall for any reason be held to be invalid, illegal or unenforceable in any respect, then this Agreementshall automaticallyterminate.andthe Parties shall have nofurther rights or obligations hereunder. The invalidation, illegality or unenforceability of all or any part of this Agreement shall not in any way invalidate or otherwise impact the validity and enforceability of all or any part of Franchise Agreement.
This Agreement, together with any exhibits hereto, is intended to be the complete and integrated understanding of the Parties with respect to the subject matter hereof. The Parties agree that contributions required to be made to the Entity hereunder are not Franchise Fees or intended by either party to be in lieu of Franchise Fees. Any Franchise Fees are identified as such in the Franchise Agreement.
(i) The Parties have participated jointly in the negotiation and drafting
of this Agreement. In theeventof ambiguity or a question of intentor interpretation
arises, the Agreementshall be construed as if drafted jointly by the Parties and no
1.4
presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement.
(j) Any disputes arising between the Parties with respect to this Agreement shall be resolved according to the process set forth in Paragraph 8.9 of the Franchise Agreement (except that references therein to "License" shall be deemed to refer to this Agreement).
(k) A complete original of this Agreement shall be maintained in the official records of each Party. This Agreement may be executed in counterparts, each of which shall constitute one Agreement notwithstanding that the signatures of both Parties do not appear on the same page.
(I) The execution, delivery, and performance by the Parties of this Agreement does not, in any way, amend, modify, or otherwise alter any such Party's respective rights and obligations underanyotheragreementor instrument by which itis bound.
(m) In interpreting this Agreement, unless a clear contrary intention appears: (i) when a reference is made to a Section, such reference shall be to a Section of this Agreement; (ii) headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (iii) reference to a person includes such person's successors and assigns but, in the case of a Party, only if such successors and assignsare authorized byth is Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (iv) reference to any agreement, document, instrument, law, rule or regulation means such agreement, document, instrument, law, rule or regulation as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time; (v) "hereunder", "hereof", "herein", "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not any particular Section or oth er provision h ereof or th ereof; (vi) wh en everth e words "in clu de" or "in clu ding" are used in this Agreement, they shall be deemed to be followed by the words "without limitation"; and (vii) relative to the determination of any period of time, "from" means "from and including", "to" means "to but excluding" and "through" means "through and including".
(n) Nothing in this Agreement is intended to create or form, and shall not be deemed or construed as creating or forming, a joint venture, partnership, trust, or any similar legal relationship between the Parties or between either Party and the Entity.
(o) This Agreement does notgrantor convey any right or licenseto use any trade secret, patent, copyright, or other intellectual property right belonging to either Party.
(p) This Agreement is forthe benefitof the signing Parties onlyand shall be binding on them and their respective representatives, legal representatives, successors and permitted assigns. NeitherParty may assign anyof its rights under this Agreement without the prior written consent of the other Party.
15
(q) There are no third-party rights created by this Agreement and there are no third-party beneficiaries entitled to the benefits of this Agreement.
(r) Any notice permitted or required by this Agreementshall be made in writing and shall be served by email communication and regular mail, postage prepaid, return receipt requested. Notice shall be effective upon the date such email is delivered or, if not delivered for any reason, upon the date of receipt ofthe mailing. The address for notice to each Party is as follows, as may later be changed by a Party upon notice:
If to the City: City of Chicago
Department of Assets, Information and Services (AIS) 2 N. LaSalle Street, Suite 200 Chicago, IL 60602
with a copy to
Chief Sustainability Officer City Hall
121 N. LaSalle Street Chicago, IL 60602
If to ComEd:
Vice President, Government, Regulatory, and External Affairs 10 South Dearborn Street, 49th Floor Chicago, Illinois 60603
With a copy to: General Counsel
10 South Dearborn Street, 52nd Floor Chicago, Illinois 60603
15. Choice of Law. This Agreement shall be construed according to the laws of the State of Illinois, without reference to choice of laws or conflict of laws principles.
[SIGNATURE PAGE FOLLOWS]
16
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.
CITY OF CHICAGO
By:
Printed Name:
Title:
COMMONWEALTH EDISON COMPANY
By:
Printed Name:
Title:
-C "o _F .c
o CO
¦>
"O <
|c = -¦
> U) o
ro R.S.
.52 O "c?
C ^ Q-
a § c
£ 0 ro
3 CT
LU -ci -O LLI
«= E ro o
>,Q ra i-
LU *= c
r£ ^
£ ^ to
g ro ro
ra c x
*- m CD
o 2 ^
¦g rao
ro c c
o - »
o c
o to
"= '— CD
III
CD ^ C -° vT CD
= -2 E
¦> Q. CD > CJ fD « CD O)
CL
.9? ^ < ro
O T3
jc Q
c
o U
c o
'•4—*
ro c
-E o o
O ^ cd ro
~ c
JC —
a> cd Ci co O CD
!r jc
-I—•
CD
~~ o E c ro*
If 5
OJ- CD
5 6 8
iff*»
ro m > ™ O
Plu C
CD p CD
O T3
4—
o
(D O C
ro ¦g
o > ro
uj ° I
CD Q.
£ tf E
~ ro —
o o ~
£ 0)0)
ro ^
> .E ro
¦o 5 >
U ^ ID
«J 6 ci
|2.o ¦
0)
* c ra ~
II
« c:
a
c
co
E
Q)
a. E
o ra a.
E
TJ
£ ra a.
a
CNI CM O
cm m
O CM
XJ
(0
c o
i :
O 3
c ca
o a
CO CD
co •-
><
XJ CO CD
cc
o ~
CO CD
'•c ro
c|1010|L." CD 0>XJ
¦o o ~ 5CP
O (Ot OJ -4—< ZZ.
-o CO c .E c 5 tS .2
XJ 2 CO CD CL N
ro E 'c c - o - co -E
CL CO
cd u cu cd
E E o
o ro .b
O c/J
CD OJ XJ
o
Cl Cl 3 CO
c
CD CL CD CD XJ
CJ CD O LU c
~ E ~
c (j o o
XJ 05 C E
i oj£|10 9|CD
E XJ CO
:¦= £ e
CD N
= CO
1 £
ca ~
XJ ^ CD
CD x"
OJ CD
CO UJ
£5
£5 —
cu
° > y|109|fl) c
£ — -=
= "
o
CD
E ¦«
>-.«
Cl UJ ¦D S
a. 5|910|OJ
c
i JQ
P
CM CM
CO CD
E
c o ro ^
CM CO p i5
co
XJ c
CD
o jo
Cl OJ ro
OJ
^ 2
o
OJ — CD CO
o
Cl O
e cl
o
"2 o o
O OJ
o c
o XJ c
>».3
(0 XJ
LU co
E c
o ro
U CL
£ .E
CD CO $
c o
CD Sl XJ CJ
_ c 2 ro
12 5 ^
N
£ °-
li
* 8
= co
xj b
LU CD
E£ o
U o
o to
_ ro
CD =
ro _
OJ XJ
— o E O ro
H—
lo
3 ^ E CM
°'§
OJCN
C OJ LU .E XJ
>
j= E ro E
Cl O
XJ ° C CO
CD
to c
cd .£ o: xj|1010|1"
V .t: OO
° CD O -C
^—• ^—•
OJJ= C OJ^J — 3 X;
ro .b
"2 5 o
"2 >;
ai
ro ^
cd JP. ~ £
X CO LU S= ^ CO
ro .2
2ro
» i ^ ^ .2 ^
o _ oj.2 o
CD
" XJ XJ OJ o c o
CD
u u u
u C 2 o t ^
< < _J Z LU LU
CO
¦e o
CD
'¦is c
li
® E ^ Bob ro o „
5 S g" g
«s §
3 O O
0)
0) r-CO •-
II
LU F
c o
c|10 10|E
Q.
E
a
CN Tf O CN
>>
XJ CO 0
o
I
CO CN
o
CM LO
cnS
a cn
>*
XJ CO CD
01
XJ
ro
c o >. B
cl -g ro
CJ CO ~ Cl
<= i2 d " £ E 2 ro o ^= 2-3 m
Cl CO
' ^ 0
i5 $
C/5 C !2 Cl Cl CO
° en >- JS
§¦^.2 o
3 — t- (/) c 3 C —
0 •= .2 ro
co c
w is oj ro c
^"5.0
OJ
10 0 2
O ¦= XJ n CJ tt — >—' 3 CL
CO LU
>> qj qj
| S S §
2 xj o-.E
O to ro S. 01
u ra
Q.
E
TJ
¦S a
Q.
C <
o w a> Q
0)
>
.2 'E
_ >
CO CO
o » >»
co" 2>
CD|9 10|o c
!= CD
o o o o •=
03 CD O
co g> o ^ c iS
> •_|9 10|CO O S
C _
cd o ro
"D O
.ro co
I ° o =
Cl E
a.3p "> c ~ 03
O Q-'c » C t
ii o
O = D. = 3 CL
ca
CD CO
ro ^,
CD
is
si
ro co
CO i-OJ CD
>
¦= o
x- C XJ CD
E CO oj
CO >
co p •- ci
E
" J=> -O
CD
O '
2 c
< u o
t fS CD
cj
CD CO
= C O -.C
CD *;
1 05 0^
g ci
CJ CL
o o ._ c —
cd ro
> .y
c ^
ll
CO r> '-ti
°3
>, CD 3 C
rr o CD
~ ^ £
CO
.« E
O ^ F
t :- Cl
CJ
t2 jr
CD CD
E >.
CD CO
£"5.
O OJ
CO CD 3 C O CD
CD O
> - C
c ° c 2|109|tt ro ro|109|g££
E ro £ o
O O CD iH
o ctr ct lu
DJOJ C CO
xj E
3 O
-° 0
CD > -g CD
o o
O - J=
E tz -c o
ro c c o o -~
'«.§
"lo J5 to
< 2
i§
O _Q CO CO ^
OJ
c OJ
"-^ c ^
*- *^
CO CO CD
¦a oj c
I— C _
ro =5 2
XJ — CD C "5 N
ro
CD to|1010|= o
'5 «
XJ t LU O
E2= o 0 U .E
bo
cd 2
CD
c o co ro a> o i: xj oj
jS j3 w 5 -
CD CD "S CJ c °
| O °
t tO CD
-£
CO
CD
•t-E"g cd ro Q
oj ro -g
f . LJ
~ to ro il x. 2
3 C 5
-Q ro -
JZ to .
C XJ O O Q.O
3 oj
CO OJ 7-
— C o
o
~ CO 0 0 CO XJ
•E °
0 a
LU|
ro 32 "5
to 0
O
sz *: .¦s o
5 E|10 10|to CL XJ
a «
XJ
c ro
C/3
ro '3 2 m
E = _
CJ OJXJ c=
So
CO ^—'
'3
cr 0|1010|O Q)
-|910|o «-
H— l—
CO CC
to
O to
LU J£
CO|10 9|$
N CD
is c
l- Q)
o ¦-
to C 0
> S c
LU -S ^
CO P
Cl i_
2 >. o
O JZt -C >.
0 £ po c 0
9 xj
Cl ~
2 |
~ co = c jo ro < i=
0 c
j_ — ®
CO
to c 0
XJ co to 2 0 ro E £ o o c
co 9? — H S fDro
c o
ro _ y ro
o. c cl 0 ro ojxj c .E to ro-* a?
s§
-Q to 3 q
m UJO .= Cd o|1010|-< o
>>LL
r, W ci
=! 3 .b 0
XJ = XJ
.E < >
i- 4; O O O Jr
^ ro o
8,2 «=
if) O "° co O §
8°
LU 'i O
E — j= ^—.
ro ro o o
3 CO
Is
ra —
II w £
C
CD
o
c
CD
E
ju
a E
39 o
2. c
9- o
o
CD O
E cl >. >|9 10|._ CD ~ CD CD
CD
c ¦e
*r CO 3 XJ 39 Cl O
h" T3 O "D (0
O C
= O
CO S XJ
co CD b
CD ™
o E != cd
3 o CO J=
O O £
co >,
C X- O
- <=o o
S\ s: w CD CO c/J CD
c c o o
b 3 32 -S coSi^lci
CO
O
c
¦— CO CO CM
.32 °
CD CM
>,
XJ CO CD
Ol
CJ
ra cl
E
XJ
cu
ra a
c <
CD
c c
cd ra jo E
J3
ra cd|109|>
CD ^
C O
CD CD
*- u—
|109|S
o c
_co ra o
CD
E
CD CO
c5 ^
CO CO
> CD
< CD
o
ra
4-i CO
CO CO CJ CD
CD
— c
2 ra
3 s «|1010|Cl CO m-
cl o
35 oj
O CO CO
;i?
~ CD CD < E 3
c o
CJ 10 V
a
0 >
ra 'E
XJ XJ
ca
p
33
Ji
i_ CD o O LO
XJ|1010|3 CT|1010|i_ CD
ra jo
o = co g
co >.
CZ -»-•
CD XJ
o o 32
o '*= °-
C CJ _ O CD ~
= c 3
CO XJ
c o
«J -
_ 3 CD O
co *-o -c
pi
O C _ CD o 73 C u LU
O H- =
ra cj
Cl CO
C 0 E
O u»
LJ
CL 3 OJ CL
U CD
Cl r; CO f=
XJ ><
C XJ
01 SS
o £|109|is
c o
CD CO
CJ _
¦c 35 ro o
CL CO
ro xj
— CD
u co
jd o
Oj Cl CO O
XJ Cl
ci ® >. *-
H
CD CO
o c -Q
CD
ro > o-
p
c?ajO =5 "5 a
XJ
ro
XI 5 CD
c XJ ^
ra oj jd
"co CD _Q
O
o
£ OJ
r- XJ
CJ CO
XJ JX
co ro o
c CD LO
xj V cm
3 C u-
t; .2 o
o M
t-|910|£ c
O o
CO o
>, <-
= o|109|5 ^8
DJ P
P-E
o ro
- >>-,7,
ro E
CL C
O CD
Cl O XJ CD CD > CD CD C XJ
o
ti XJ
p 3 c o
CD
SJ--— — o LJ- J— «J JC
^ cl3 » cl.E £
c o
2 0
c o Sc?
i_ CJ
39 IE o CJ Ui £
XJ JZ XJ .ti
< 3
b
< 32
1 111 § .2 «.1
CM C >» CO
E _ ^ xj O 5
is111 <° Si
o 5 . 03
CO c > — XJ
CL £ CO
ro 0 2 "~
O -C
*- CT CD
ro o 2 cd
° xj >, ro jg j^-cd
« sb>
cd r i= P -c -E c -o
cpjo Q.Q
.> ro . — "Eg!
£ .2x> x: to jo LU
CD oj CD E
.E E °-Q
od
'» c?2 2
ro c P
ro
CJ 3 XJ CD
CO
c -o
Q. P • XJ '
ii IS
- p
CO
tz p
. c . ro
CO
c
CD XJ CO
p
rr\ *^
p c £ ><
b
JZ CO
CD . JC
4—' 4—<
CJ
CD ,
'2 '5 -S
CD
Cl J£ J2
P — "S
"ll
n = ro ° a c:
- S o CO xj c lu ro
=2 E a
O CD
Cv 3 X XJ LU LU
0 o
p'cl jz 35
3 co xj >
Sl
>, ro 0 0 > ro
cl o o
II
o ro
O 32 - 0
^- XJ
" >.
s=
l_ -t—•
P c
05
* XJ
° ro 0
F- -*
ro j2
-3 CO
CO
c >, "co-I
X i
>.E — o E O ro ^
tT l
±5 Ll -23 5E d-co
39 p
to = ^ ro
- io
CO|10 10|'•c ro CL|10 10|
8 |
ro 0 0 2 o coco
O 0
32-ro
E - o 3 3 "oJ
.2 S B
x: LL
I-
CD r-
ra :=
II UJ i-
c o
c
0)
E _cu
a.
E
u
(0 Q.
E x»
CD
ra
Q.
C <
o -°
¦si
E ^ E ro
zj"R O CO ro"
.O JZ
o
— CO
JZ) CZ
CJ o
a-«
JZ *j ]iz
~ XJ
tO CD
!2 "
o CO
~>, to J? to ¦= o
JO *-
O CO
e 8
2 3
O XJ CD
CJ J?
ra —
= E ra cd
El
.t= o O CD 0.0
> ~° P 2
O >* ClXJ
ro ?t p c ll O .E ro
t= o
Q.
Cl
CO c
o =
4-» *?—
4^0
O (0
(1) a
0)
>
XJ
c ca
c o
•
ca o
t2 cn
CO c XJ 'c
o S
j= CO
J2 co
CO ¦— JD
CO CM i_ o CO CM
1 fcS-
ra -a
co c
ra
CO JD
ro .2
TT 4—'
o ra
CO N
-S ~
i
o c
CO . -C (0 CO to
X! g
£=5
>*
XJ ZJ
w
co c
' I
CD
-*—'
co
ZJ
o „
II
21 co .E c XJ c
¦2 1
p » — CO
co" ro
o "°
O XJ
** c
XJ co
CD .
XI co
c p
ro o
cd .£!
Jr ro o zt
5~
CD > P -
o co 5 E
o .2
Us
o E
o —
_to o
£
c o
I °
"ro "2 .ts ro
ZJ o cr CD
lu a
c
2 *= j= o
P
o cq
JD N
L_
CO =
8 -
xj-o
JO CO
ro o 'II
CD
o
CZ
ra cd ro co
si
xj =
CD O
to c
ZJ —
CD CO JD tZ
c °
ro m—
U CD
CD CO CD
p
c o
ro co cd o o£
^¦coS
S 11
JJ o t
xj co 2
P jE CL
ro F o to
§ 8-i
o c?5
CO — it-CD O O
gSg
xj '~ .«?
CD ™ XJ ZJ ^z CD JD CZ XJ
5 o2 co _aj cj xj cd .E
XJ jD
ro
.2-1 .2 ro
CZ
ro
co ro
¦E "o
&s
Cl >> ZJ ±± co O
c co o jz
¦J3
CO m—
E °
o x: c o
O
11
li
§ °
i-e
CD
p ro E o o CD o XJ
CD
2£
o-£
° 3 to
ro ">
u co
>. zi
ra cj
E .!2
x.-0 UJ o
i «
¦ ra co -j=
p c
CD —
i°
cd -S2
> s
° S
CO
CD
XJ -i= CD O
ll aJ
_ ro ro 4— c
to
jz 4—«
•E o
¦4—•
E§
CD 43 CL O CD
CO ¦Tr-lO JD
ZJ O
8*
xj *¦* — tz ro o
JZ Q.
to cl ~ io b ro
CD JZ JZ ~ ¦- to XJ CD tz j= -ro E xj =2
t CL
O Cl O O
CO
c
2^ "5 0
O 4-cd !2
r= CO F W
ro o |"E
CL CO
ro-O
0y
co ro E >.
"J= JD O CD
_ro cd ro 2
II
to
O §" O *;
2 xj
t § O 0
4^ CD O XJ
— zt CLTj
ro .E co o
CO 4=
O CD
£-0
CLg XI to
ro "2 fl >^
XJ XJ
c
= CD > 4— * X XJ <" LU XJ
E zt o o O 3
ro o
jz 4- c
CD
4-- _ >4- ._
CZ|1010|:2 e o
I*
¦— XJ
x ro ra cd
ro lo
0 ¦ ¦2,
JZ? co
zj c
CO =
CD CD
¦ t JD
CO _
CD j*1
XJ CD
4- J*
CD —
CD =
Eg 2 E
« rl > CO
2 2
Cl Cl ro£
E .2 O cd xj 05 .2
CD
ci ro 2 £ 5 = >, o o
CO
o JD
>,^LU
^ E
3 = > co
.2 o
2«c3
j£ (0 L
co CD
E
3 £
CO > p
CD|1010|co iz, JZ co i= ro
Cl to
-5 O Cl
Cl CD
CO
S J=
O ro
— M—
to
co c5.2
o
*" XJ
OJ CD 4- -
o CfflQ.
co 2 .E £ 2?.E
W >> —
xj "ro ca
^ ^ Cl jc XJ
^ " ro" 5.3 5
LU " .S-q cd
^ E E co ™ >.
2. ro z5 J2 '" CO - ~
co cz ro .2
§ CD
C c
ro sr-
-> S2
ro co
.CO eg
*4 CJ
81
4—
c o — a)
o CD
4— ¦— — 1
CD 4-> tS CO
jo ro
c ro
c?0
E O
•£ CD co jz
QJ 4-J
JD a
CD O
E. jc
CO CD to > 0J i_ XJ o
to XJ
8 ro '2.2
CL CO C O
2 o
4= CZ|1010|CO CD
c
o XJ
E c § co
XJ CD i_ >
°'ra to >
o g
1.2 ro "5 >v2
CO *t
O
tZ JD
¦P LU 10
m _jd ™
xijz.ro
¦cz CD ^ O > J=
(1)
2 c ra —
II to LZ LU
C
tu E
Q.
E
ro _ ra
i_ E c q co 5? is
tu ra o ¦= -~ E
S 2 J 8£-l 0*3
f2
CD XJ
O JZ CD
ro
> Q.Q h £ CLJD CN
XJ
c ro
ro £
O "J
P CD
¦2 € O °
ro -5£
£ g 2 co | dj 5- co pcLtOj-ajre^-sj
w ^ CJ ~ — r" ^ O CD 3 O JZ ±; :z u jc to O O o Q.
o ra a.
E
XJ
to +* ra
Q.
c
<
E
CO
p
CD CZ
¦c >, ro
a D)
ro .2
> XJ Jr. c 9- ro
Cl
cj
u mo
O
to ro m_
ro g»
V Eo xj ro
-9 > *5 J£
CD
>
CO
c cz ra co
CD JZ
Ti 2
o 2-
~ E
c o
.2 °
<2 cu ro 2
lo -
Zl CO —• JD
CO
Cl p.2
2- § £ ,5 c co CO co co
DJ C
'c
'2 »
JD O
>*
e?
OJ CO CZ CD CD "4=
si
co E o E
CO o CD CJ
N >.
2 o
'CZ CL Cl
c o
o
10 V Q
0)
>
"ft CD
o
c
ZJ
c~ E
E o E °
CD XJ
> c o ro
05 c xj".2
LU to
E o o 3
^ CD
E _-2 2
m— JD
— 19 | B
£ CD
Ex! E ro o °-
CJ
= o *-
CO CO
2 .2 xj c
S|
ro o *• o
cd" xj
m CD
ro di 2- ro
CD -»-•
<- c cl ro
g s
O XJ
E
I*
DJ"
o §
xj 35
CD >
co ¦-
ro 13
jd .E
¦ cz >» =
~ o cz _ ¦- "o 32
xj 32 >
'5 JD co
fp ro co
> CJ "Z
¦S jz °
2 o E
j~t XJ Cl
ro S 32
= ro oj
o o >
cd ro xj
£ .2 o
¦ O fD
E *.|910|CD O
2 to|910|ro CD i:
CJ OJ CO
>,.2 E
CD O CZ|1010|.ts o coo ro jz
CD CD cj
0 _>
ra
Jz
c 0 E
CL
32
0 > 0
o £ co
» o
h- CD
cz 32
P CO
CO 4~
3 to ro a> Q §
JZ OJ
co jc zj
P c
JZ °
c
tz o
II
CO ,_
1-
CO o
gp ro
1 = i5 ro
to
CD j=
t" CD CO -j
^. >
-£ LU O .
, 3 >>
' -|910|• ro c
; i-- co
! a) ~
: > .2
- CD x-
•E >, to co
C CD
o c
•j= CD
ro .
cj CO '¦ZZ CD ¦p XJ
0 2
*-
CO =
_ ^
OJ CO
x3
*- ZJ 0 Tj XJ C|10 10|£° 32 oj
ZJ 0
§ ro
o
CZ|10 10|CO TZ
- o
to 0 Q.
CO
C Cl cl
.2 O ZJ
ro to
CO -r-,
ro 0
CZ
c eo — ZJ
0^
JD XJ
CZ
ro
8 to"|9 10|g C XJ
ro .2 J2
0 35 c
¦E 35 o
ro to co
E .E "ro|10 10|*' = . CJ CO 0
cj 2 tz ^
8^
c o t2
Cl 0 CL Cl ZJ . to 0
co ro - i
c o co
w 32 "g
5 JZ|9 10|_g o Q
c- £ to
g '3 12
ro 8 ro
TZ 2 -
o [I 32
CL ~ O
<£ .<£ o
C to
ro to
J= ro Tf
to|9 10|ro « E
y Q. 3
to 3 O
CU
CU r-(0 ~
¦II
(0
LU K
C
o
5 <* J_
coO -
CO
— ^ CJ|109|.= CO <*
CJ DlCN CN
CD OJ o O
ft JO CN CN
E
CD XJ
c
CD
IE o -
cq tj 2 co
jfl ^ co = co c cz
-3 7; CD CD
o| ^ O O i S 2
?S£«4=ocCD
XJ OJ
CO
C CO
_ |S
co £ S'S
c
_ CO
o -2
s Ji
in cj
O r- J= O JJ O
c
CD
E _cu
a.
E
cz o
CO
cz ca a.
X
o g
¦jp o
10 qj r,
CL co aj
o ra
Q.
E
XJ
cu 4^
ra
Q.
C <
o Cl
E 2
c «-CO
.E CD
¦- "2
2 CO CO 4= CD CD
XJ m_
CD o
ra oj
Cl O co cj
XJ
CD CO ™ -Q a)
• 5-
*- OJ
OJ 2= cj
CD
CO c _ c —
,„ "c co
£ CO JZ)
C Cl O
CD fD —•
XJ CD
5 cS. o
"J m
2 8
c .
xj ca cj
JZ CO ZJ
p
c cz
CD OJ
°t
~ CO
(2 xj
CD C
E ro ra co jCi a.
co j=
CD CO
e j?
CD tj 01 CO
o
CO
cu Q
XJ
c
c "cz
ra
co ra
co a) co oj jc ->, •
CD i=
p co oj o E
Cl co P TZ CD O > m_ CD
XJ
^ CD o >
P XJ
p
¦£Z
P _ Cl CD
«£ 8 cd ra o >
OTJr
co ™| -Q co ci
CO O
CO 3 tr
il-2
c 5 co
ra xj E
c LU '5
" E|9 10|COT OO £
o
=5
F CO
z o
co O
E -s
co p OJ55 2
Cl
CO
2-5
o Q.
4—'
c
2 .
Cl Cl CO
-"cz co
Q) CO
XJ '> 4-
S =5 '»
0)
CL
o o o
co"
XJ
" C w
CJ
¦t co"
O J*
CD o
CD O
oj -°
£ c
co" P XJ CD XJ m
'4— J3
p
E "w < co
c
ZJ
E ° E-p c
o
° -5
'zj
CD" ~ CO p J2 O o c
cn-
c JZ
iZ .2
XJ
cz E
v co p|10 10|m — CJ 43 CD 2 m - - "5
E
o aj 2
O ¦- ^
LU P _»->»-LU CO jc
CO
co — p. cz
oj P p o
co "h CO to
¦S o ro
CD XJ ~ CD
to
XJ > rz CO o C
"cz c
II
— — 4—* 4—»
P Cl CO CO
CU >
CO
E 2
O)
z o o
XJ
c ra
&2
LU D-
CD r-(0 —
II
co
LU H
f ro
co
o
'
>>
XJ
ro
CD
c o
c
cu
E
£ a.
E
JO
.2 I co
CO r= CM
.2 g j? I o
00 CD CD CJ O
E 2|1010|_ CD
P. 9-,
c o
" o w
CD o 0-CO cj O
c .2 -a O
C W c v
CL —
CZ X to °
=L CD O CO
9? i_ o j= cn
» or oo
CO .E co cm
CD aj
") ° jz.
TO CO
JC CD =
CO CD
oj
OJ £ c
_ cd30c-S3£
3=?EEro5™S
XJ
c
3 "*—
s ^ ° H£ jo -g
5>
w 8 b
cj -9 ro U-
.co ro to
_ "J CO JZ, -2 zj CJ XJ
S- °- ro 2 2 o a: cl jzi
OJ
c
'l_
OJ
o> c
CO
c
OJ
XJ
cz ro
OJ
c c
£Z
ro
XI CO LU X
E 03
O J3
2 :'"
OJ cd x: cd -c ro c 5 xj
o co a
E
XJ
2 ra a.
c <
u to
OJ Q
CD >
ra
JZi
ra
c
CD
JI CO
a>
Cl CO '5.£
ro o to
XJ O CD
1 » 2
XJ
c (0
^ CD
CO XJ
c '5 oj m
i- o o co ra
3 2 >>o
O
CO
ra cd
CJ JZ
SI
CD —
« § XJ JZ
c u ra co
*1
0 o o o
*- CD CO <" CL CO
O o £ c
ra
JZ
E 2
co
2 .-ttjzT
CO XJ
= o
=J|910|m ^—•
o ^
c?:|
jz ° O -2
CD co -b
CJ CD
c —
CD CD
o o 5 2
JZ
- o
CD CO
jz o c ro
o CD
ro
2 ^ : .Sz ofl
c LU -~
i O 32 ¦jz; >% 0
CL 3
o t:
CN £ CO °
o
2. o
j? Pil ¦2 cd 5 c f i .S2 LU o
CJ
>> 32 pj
"—^ c ro co o o
C * H—
o p .E
DJ— t
— CO ™ u *J +J ZJ CO CJ
ro
CO
ol
O CD
Cl >,
Cl i—
ZJ CD
co cl
OJ V, "55 * E ro jz cd ro ra
E ro
o -2, -2
4— zj o o x-
CO O C
j* o3 .SS c> o
2 5 =
oj j= to to
o ro|109|•=
ro o
CL CO
x ZJ
CD o
o o *—'|1010|CO
°r CD
O Q.
- to
JZ: O CD
4—'
O CJ
— ? ra i:
CJ to
o c
jS1 55 ojc
= E
JZ) CO
30 xj
o '5 O m
-o32-2ro -
-t-< CO _
o c ro
a> co o
LU I— CO
CO CO CD
- CJ O w ui
§ tz j-,, o C
— £ >> CO £
= (JJ
ZJ CO
Q.UJ
to 33
'5 CO
o
OJ
ra o jz O
xj £ £ 2
OJ
x a LU CL
CJ
o
£
ro o
JD H
"2 oj
o-E c XJ jo ro
o .
^ o
.¦s; co
co ro
I"
CD ¦-CO — CO CD
x: o ro = E
5_ o 32 o cn
CO
cz J= 5 zl = o g-co
i= *^ CO c 3 P
CT to XJ CD c =
ro to to o ¦=
ro ¦=*
O
OJ
32 '>
XJ
ra
OJ
fl
ra °
c XJ -jz; (0 O to
>«£
.S? a. 2 xj o ~
CD O.E
£ .2
ro
CD O
ro, £ <"
a) ra co
5 JZ
£ .2 ro jz
JZ) m— XJ
ra oj co
¦2 £ J
o o to
- czS
J2 xj" jdlu -2
^OS ro
ro .2 >
XJ OJ
»
1 S3
16-°
CO > Q) c ¦
.2 xi ¦-
I'll
o t ro
-J>— 4—• U-
CJ CD oj CO XJ JD
_- to *-ro ro j^: 05 - ra 32 j2 -S
>2 oj
5 oj 35 ™ 1 o
C 3 O
o >,-£ o ro ro
E - 0)
i CO c
CO JC /• j
- s y
g> m LU •— w to
18 8
*^ 3
-xj CO
QJ-2
OJ
-i w
OJ CZ b= CO
ra n
to
3 CD OJ
XJ
5 ro § 5 2|
CO -Q q CL >,J3
CO ~ jz . ra ,9P 5 = co
h— D" C
2ro ^
= 'o|910|CO Ll fc
CD
5£ =
c E|910|to
ro o xi
zj o lu
t2-o E
3 CZ O
CL ra O
CD JZ
OJ
oj 12
5 5 CJJ
O|910|ro o Q
O jzj
cd 35 ro
ro 5 »
^ < a
a>
n zz
II to c 111 K
O oj
S-2 3 E Q.O
CN Q LL (0
a
cd c
g>Tj£ 2 CD JD
E £= CO
c JP. b cn
— n O O I O CN
a> o jd i:
= CD
'5 5 .E
o o
TJ . . C CD O CO
cj ca
CD
co ~
i|910|TZ CD TJ
O JD CO
.E cd c c cz ca
cz — 1" J
co -=
to <» CD TJ .— CO
CN
co
O jd O
CD
CO
CD 2
tj it;
— c
CO
CL CD g £ £ £ CZ — j-i li. —
CD
coo. E E 55 £ S co o a. ocqcnQllcoScm o clcn cl ll E
c o
c
OJ
E
JD
a E
CO
c
CD
CD -2
CO q o CJ
Tj tj cd
° c c j2
>> c t o
= o o x O o O cd
o ra cl
E
TJ 0)
ra a.
c <
c o
o to a) Q
01
>
re 'E
TZ
ra
TJ CO
s»
F -°
O|9109|-
CO
co ra
CO t-
CD ^_|109|P
TJ
p
ra cl
£ CD
P »s o-iS
CD. — 3 O
to ca to 3;
si
CD P
f"£
tj p
CO
ra
4—•
c ra >
TJ
ra to
TJ
p 2
ZJ
o
ZJ
L_ 4-J
CO
ra
TJ C CO JD TJ CO P
JD C
ra zj
¦2 E
a E
S: p
ra u
o jz
CO —
CO 4^
CD CJ
TJ P
x- CO O CO
CO CL P CD
CD O 0
c o
TJ 4—
2 TJ Cl P
JD j? P Oj to
CJ CO 3 C TJ >
P ro
% 3 03 CT
32 2 .E cd
P JD Cl =
°l
¦jz; co cj c
10|P M-
2 >> p t:
1 ci
If
to p i_
P
= » ^ ro 5 p
co o t
.Eii £
o JZ 3 Cl o o
C jz =
o 5 ro o c- 2
CZ.2TJ
c c
8 II
ll!
>> p -°
« c o
—
£ c ra —
II to
LU H
10 O
TJ OJ|109|o
co m
LU >,
c o
I
c
OJ
E
Q.
E
u ra a.
E
TJ
2 ra
CL
C <
c o
u
CO OJ
a
OJ
>
2 < ra £ cz §¦3 « o'-B
cPra"r=- CO .E CD
- " - 55 5
- w o CO _
g> CO O
J— /IS
.= cu ,_
-£ O rj) OJ
n y jz xi
ri|99|tr oj
CU
JC
cu CO J= CO ro
2 §._
ro jo co
CO
cu
U in Oh-
— = o
CO ~ —
c 5 o
Cl 0)
° TJ JZ
t r o
OJ OJ OJ
"° oj tL
o c o o
cz ^
"ra c o
CO M-
QJ
~ o
O ^ i-
~ a. o
>, cu
~ CJ TJ
¦-co -9 o cu < cj cz
ra E
fi § co jz; c ro
2 cu
~ CL
co O CO TJ
<= '¦-±= co
8 ml
o
JZ)
jz Ti ro
OJ
QJ TJ CO CU
>-o
Oj JD
E .ti
0 § |
M—
0 © CO jz 3 "53
Q) JO QJ
£t-
JZ
cu .Si Qz J= 070 F «
. c 0
TJ 3 ~
fig1 £ ™°
jz ro c 2> 0 -g
L o CJ)
2S
TJ 5 B LU -J=
E 2 3 8 Sli
Lt CD It
c o
'JS ^.
ra
1 §
Hi
tj E £ LU J
-i E 'co
o cu co|o ct:
c
O) CO
cu
TJ -«-»
c cd o
?
2>
OJ
c
OJ
cz o|1010|OJ CL
o
TJ
c ro
cu
TJ c QJ
ro cz
_ QJ
.E Q)
N JZ
ro.°?
QJ JC
tz
CO tz^
ro oj
CO ti CO -—
>, OJ
o
u co co E co ro
I!
o o
Cl ra
.2 £ ^= cj
O
CD 2
OJ jS" jc = _ JQ
cp to
— TJ JJ C
ro ro
cz .
QJ -IT
>.i5
J3 O
>, w O CO
5"
.9 T3
w- 3
V, to.
CD jZT
ro cu -£
QJ 0) CJ
.ti CL C ¦ CO
1I.P
CZ t— TJ O (A CZ 0^3
tj « t
C TJ 0J
ra oj jz
^—• ^—>
tj ro 0
JZ QJ
~ .2
&| p
tz co
O 03
« 3 L-
QJ CO 4-*
OJ
><
CZ
ro
ra
CZ CD
>>TJ
o 0
2 0 E
c ro o
co
CO c
ro c ro
ro «
oj 3
03-° JZ OJ
4—>
ro
= 6 "2 -
m ^ _ t= — co
^ CD
t; cz o qj £ oj ro m «¦= -S ~* -ti
TJ 03
g CD J-)
>> 3 C
CJ
cz t=
= ro i ~
s 7=1 c I
QJ t
CD 03
gji
C CD CD CO E <"
o 2
£Z TJ a
CD cz c
EVJ r
03
CO ¦-
CO O
© ™|109|E
ro -
>>TJ
£ CO
ro oj
2> co 'zj
qj aj §
O CLTJ
¦2 E co
Q. -— Q)
CD cn CO
£ E c
QJ
cD ra cd
CD
03 —•
0)2
tj £ £2 c cu o ro oj ti ro 2
F Qj
ro
co QJ
CO CD
CO
_ c > = "5 ~
>> CD ~ CQ TJ .E|109|©
o o
*^ CL
co co
© p
co 0)
>
OJ
c jj '3
JO
CO JU
CO|1010|CO|1010|to E
ro c CD ra *- i—
fi © tz 85-s
10 f5 © co
C0 CL
>- CD
OJ i-
Cl
.1 .£
CO 3
>i
CO O
¦jz; o
>.£ o 2 2. w
J?C 4)
'Si I|1010|U ©TJ
to QJ 'cj c
CD
P
CD
P «
TJ O 03 J= N CL
^ .3
? i,c £ — ro ro . cu 3 ©
c £ c
oj E o
= o cl
co o w
2-o|910|TJ c CO* P Q3 CO O JZ ©
si
J= tz. c
« CO TJ O C 03 JZ) CD
o co
O TJ
jz i= ro rjJ co Cl
03 iZ
C O Cl
03 g1
> ¦=
0J TJ TJ
_l CZ =
j ro|910|>,CQ
i y ©
F © o >
0 aj ro -ti
O Ct O 2
"CD CN
FORM NFP 102.10 (rev. Dec. 2003) ARTICLES OF INCORPORATION
General Not For Profit Corporation Act
Secretary of State
Department of Business Services
501 S. Second St., Rm. 350
Springfield, IL 62756
217-782-9522
ilsos.gov
Remit payment in the form of a cashier's check, certified check, money order, or Illinois attorney's or C.P.A.'s check payable to Secretary of State.
File # Filing Fee: $50 Approved: _
Submit in duplicate Type or print clearly in black ink Do not write above this line
Article 1.
Corporate Name: Clean Energy and Equity Collaborative NFP
Article 2.
First Name
Middle Name
Name and Address of Registered Agent and Registered Office in Illinois:
Registered Agent:
Number
Street
Registered Office:
City
Article 3.
The first Board of Directors shall be
ZIP Code - County
in number, their Names and Addresses being as follows.
Street Address
Article 4.
Purpose(s) for which the Corporation is organized: See attached rider.
(continued on back)
Printed by authority ot the State of Illinois. October 2021 - 1 - C 157.18
Article 5.
Other provisions (For more space, attach additional sheets of this size.): Article 6.
Is this Corporation a Condominium Association as established under the Condominium Property Act? (check one)
Yes STNo
Is this Corporation a Cooperative Housing Corporation as defined in Section 216 of the Internal Revenue Code of 1954? (check one)
Yes No
Is this Corporation a Homeowner's Association, which administers a common-interest community as defined in subsection (c) of Section 9-102 of the code of Civil Procedure? (check one)
Yes B'No
Article 7.
Names & Addresses of Incorporators
The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.
Dated 2023
Month Day Year
Signatures and Names Post Office Address
1. 1.
Signature Street
Name (print) City, State, ZIP
Signature Street
Name (print) City, State, ZIP
3.
Signature Street
Name (print) City, State, ZIP
Signatures must be in BLACK INK on the original document. Carbon copies, photocopies or rubber stamped signatures may only be used on the duplicate copy.
If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by a duly authorized corporate officer. Please print name and title beneath the officer's signature.
The registered agent cannot be the corporation itself.
The registered agent may be an individual, resident in Illinois, or a domestic or foreign corporation, authorized to act as a registered agent.
The registered office may be, but need not be, the same as its principal office.
A corporation that is to function as a club, as defined in Section 1-3.24 of the "Liquor Control Act" of 1934, must insert in its purpose clause a statement that it will comply with the state and local laws and ordinances relating to alcoholic liquors.
Return to:
Firm Name Attention
Mailing address
Rider to Articles of Incorporation of
Clean Energy and Equity Collaborative NFP
Article 4:
The purposes of the Corporation are to consider, discuss and determine the projects that will receive funding to achieve the goals within the City of Chicago, Illinois 2022 Climate Action Plan, and subsequent or supplementary climate initiatives, pertaining to the development of a more equitable energy system by way of increased access to programs and technologies that improve energy efficiency, electrification, and access to clean energy. The Corporation shall publicly invite third party applicants to submit project proposals for consideration that contribute to that intention.1
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any of its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
No substantial part of thc activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any provision of these Bylaws or the Articles of Incorporation of the Corporation to the contrary, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended (the "Code"), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
Upon dissolution of the Corporation, the Board of Directors of the Corporation shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of general jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
NTD: Taken from Section 3(b) of Energy and Equity Agreement. Prior language: "(i) to receive funds from parties interested in funding the Corporation's activities and (ii) to identify, consider, discuss, and determine the projects to be funded that are intended to lead to an equitable transition in the use of energy anchored in values of economic inclusion and savings, pollution burden reduction, and equitable access to critical infrastructure and community health and resilience, prioritizing delivering meaningful community benefits and infrastructure improvements all while advancing equity for disadvantaged communities in thc City of Chicago, Illinois."
Exhibit C Form of Bylaws
29
EXHIBIT C Form of Bylaws BYLAWS OF
CLEAN ENERGY AND EQUITY COLLABORATIVE NFP
ARTICLE 1 Purposes
The purposes ofthe Corporation are to consider, discuss and determine the projects that will receive funding to achieve the goals within the City of Chicago, Illinois 2022 Climate Action Plan, and subsequent or supplementary climate initiatives, pertaining to the development of a more equitable energy system by way of increased access to programs and technologies that improve energy efficiency, electrification, and access to clean energy. The Corporation shall publicly invite third party applicants to submit project proposals for consideration that contribute to that intention.
ARTICLE 2 Members
Section 2.1. Members. Thc Corporation shall have two members (the "Members"): (i) the City of Chicago, Illinois, an Illinois home rule municipality (the "City"), and (ii) Commonwealth Edison Company, an Illinois corporation ("ComEd"). Membership is not transferable except to a successor by operation of law.
Section 2.2. Limited Voting Rights. The Members shall have no voting rights except to the extent provided in Article 3 with respect to the election, tenure designation, removal, and replacement of directors of the Corporation.
Section 2.3. Action Without a Meeting. Except for the requirements of the Open Meetings Act as applied, any action to be taken by a Member may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by such Member. The consent shall set forth the action taken, bear the signature of an authorized person on behalf ofthe Member and shall be delivered to the Secretary to be filed in the records of thc Corporation. The action taken shall be effective when signed by the Member unless the consent specifies a different effective date.
ARTICLE 3
Board of Directors
Section 3.1. General Powers. The Board of Directors shall have full and complete authority, power, and discretion to direct, manage, and control the business and affairs of the Corporation and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Corporation.
Section 3.2. Number and Qualifications. The number of directors shall be seven, consisting of five individuals designated as Class A Directors (the "Class A Directors") and two individuals designated as Class B Directors (the "Class B Directors'" and, together with the Class A Directors, the "directors" and individually, a "director"). One of the Class A Directors shall be a member of the Energy and Equity Advisory Panel (as defined and established pursuant to the Energy and Equity Agreement, dated [•], 2023, between the City and ComEd (as the same may be amended, the "Energy and Equity Agreement")). Directors may not be elected City officials, appointed City officials (other than insofar as the appointment as a director hereunder is deemed to make the individual an appointed City official) or lobbyists, and may not be current employees or directors of Exelon Corporation or its affiliates. Directors must be residents of Chicago, Illinois.
Section 3.3. Election and Tenure.
The Class A Directors shall be elected by the City, and the Class B Directors shall be elected by ComEd. Those elections shall occur during the month of [•] in each year, or as soon thereafter as conveniently possible. The City and ComEd shall provide each other the name and background of each individual to be elected by it under this Section 3.3 as a director 14 days prior to any election of that individual as a director in order to allow the other to review and comment prior to the election of such individual as a director.
Tlie directors shall be divided into three tenure classes, with thc first class consisting of two Class A Directors and one Class B Director, the second class consisting of two Class A Directors, and the third class consisting of one Class A Director and one Class B Director. Each member of a class of directors shall be elected and hold office for a term of three years and until a successor has been elected and qualified, except that the initial members ofthe first class of directors shall be elected for a term of one year and the initial members ofthe second class of directors shall be elected for a term of two years. The initial tenure class designation of a director shall be determined by the Member who elected that director and shall be indicated in a written notice to the Secretary. A director may serve for successive terms.
Section 3.4. Resignation. A director may resign at any time by written notice delivered to the Member that elected such director and the Secretary of the Corporation. A resignation is effective when the notice is delivered to the such Member unless the notice specifies a date later than the date of delivery. The resignation of a director need not be accepted in order to be effective.
Section 3.5. Removal of Directors. A director may only be removed by the Member that elected that director. Any such removal may be made at any time, with or without
|1010|
cause, by the applicable Member delivering a written notice of such removal to the Secretary of the Corporation.
Section 3.6. Vacancies. A vacancy with respect to a Class A Director shall be filled by the City, and a vacancy with respect to a Class B Director shall be filled by ComEd. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 3.7. Annual Meeting. The annual meeting of the Board of Directors shall be held during the month of [•], subject to providing notice as provided in Section 3.10.
Section 3.8. Regular Meetings. Regular meetings of the Board of Directors shall be held with notice as provided in Section 3.10 on the dates and places to be determined by the Board of Directors in Chicago, Illinois.
Section 3.9. Special Meetings. Special meetings of the Board of Directors may be called in accordance with Section 3.10 by or at the request of the Chair or any two directors, and such person or persons may fix any place in Chicago, Illinois, as the place for holding any special meeting of the Board so called.
Section 3.10. Notice of Meetings. Notice of any regular or special meeting of the Board of Directors shall be given to the public in the manner and at the time or times provided in the Illinois Open Meetings Act. No notice of regular meetings need be given to directors beyond the resolution establishing the date or schedule of such regular meetings for a calendar year. Notice of any special meeting of the Board of Directors shall be given in accordance with these Bylaws and the Illinois Open Meetings Act at least two days in advance thereof by written notice to each director at the address shown for such director on the records of the Corporation. Notice of a special meeting may be waived in a writing or e-mail by the person or persons entitled to such notice either before or after the time of the meeting. Attendance ofa director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 3.11. No A ction Without a Meeting. No action may be taken by the Board of Directors by written consent without a meeting. All actions by the Board of Directors must be taken at a public meeting duly noticed and at which a quorum of directors shall be present.
Section 3.12. Attendance by Electronic Means. Notwithstanding the foregoing requirements, Directors or nondirector committee members may participate in and act at any meeting of such board or committee through: (a) the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other; or (b) any other means permitted under the Illinois Open Meetings Act; provided at least a quorum of the Board of Directors or committee must be physically present at the location of the public meeting. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section 3.13. Quorum. One-half (1/2) of the directors then in office shall constitute a quorum for the transaction of business at any meeting, provided at least one Class A
|1010|
Director and at least one Class B Director are present, and provided further if less than one-half (1/2) of the directors are present, a majority of the directors then present may adjourn the meeting to another time without further notice. Withdrawal of directors from any meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 3.14. Action at a Meeting, (a) Except as provided in Section 3.14(b), the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or the Articles of Incorporation.
(b) The following actions shall require the affirmative approval of at least one of the Class B Directors:
any amendment to the Articles of Incorporation or these Bylaws;
any merger, consolidation, division, dissolution or liquidation of the
Corporation;
any transfer of assets other than in connection with (1) the day-today management of the Corporation's cash and cash investments and (2) the funding of a project;
any investment of the Corporation's funds in other than (1) bank accounts and certificates of deposit, (2) securities and obligations of the federal government or federal government agencies or (3) money market mutual funds;
any loan of the Corporation's funds (excluding investments described in Section 3.14(b)(iv)(2));
any approval of a project that does not meet the requirements of Sections 6.2 and 6.3; or
any expenditure that would cause the Corporation's aggregate expenditures for administrative, fiscal sponsorship, and operating costs to exceed $500,000 in a calendar year.
Section 3.15. Proxy Prohibited. No director may act by proxy on any matter.
Section 3.16. Interested Directors and Conflicts of Interest.
(a) A director who is directly or indirectly a party to a transaction with the Corporation (an "interested director") shall disclose the material facts of the transaction and his or her interest in or relationship to such transaction to the Board of Directors and to any committee of the Board considering such transaction prior to any action by the Board or such committee to authorize, approve or ratify such transaction. A director is "indirectly" a party to a transaction if the entity which is a party is an entity in which the director has a material financial interest or of which the director is an officer, director or general partner.
|1010|
(b) The presence of the interested director or of a director who is otherwise not disinterested may be counted in determining whether a quorum of the Board of Directors or a committee of the Board is present but may not be counted when action is taken on the transaction.
ARTICLE 4
Committees
Section 4.1. Committees ofthe Board of Directors. A majority of the Board of Directors may create one or more committees of the Board, which committees, to the extent specified by the Board and not otherwise prohibited by law, may have and exercise the authority of the Board of Directors in the management ofthe Corporation. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of'any responsibility imposed upon it or him or her by these Bylaws. A committee shall have at least one Class A Director and one Class B Director as members and a majority of the membership of such committee shall be directors.
Section 4.2. Action of Committees of the Board. A majority of a committee of the Board of Directors, but not less than one Class A Director and one Class B Director, shall constitute a quorum. The act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee. A committee may participate in and act at any meeting through the use of a conference telephone or other similar communications equipment in the manner and to the extent provided in Section 3.12 of these Bylaws. A committee may not act by written consent in lieu of a meeting. No member of such committee of the Board may act by proxy. Subject to these Bylaws and to action by the Board of Directors, a majority of the members of a committee of the Board shall determine the time and place in Chicago, Illinois of meetings and the notice required for meetings. Notice of any meeting of a committee shall be given to the public in the manner and at the time or times provided in the Illinois Open Meetings Act.
Section 4.3. Advisory Committees. The Board of Directors may create one or more advisory committees or other advisory bodies and appoint persons to such advisory committees or bodies who need not be directors. Such advisory committees or bodies may not act on behalf ofthe Corporation or bind it to any action but may make recommendations to the Board of Directors.
ARTICLE 5 Officers
Section 5.1. Enumeration. The officers of the Corporation shall be a Chair, a President, a Secretary, and a Treasurer, and may include such other officers or assistant officers as may be elected or appointed by the Board of Directors. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person. Only directors of the Corporation may be officers.
Section 5.2. Election and Term of Office.
|1010|
An officer shall be elected by the Board of Directors at the annual meeting specified in Section 3.7 at which expires the term of the incumbent in office, or sooner, as determined by the Board of Directors, in the event of a vacancy in an office as a result of death, resignation or removal.
Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Election or appointment of an officer or agent shall not of itself create any contract rights.
Section 5.3. Resignation and Removal.
Any officer may resign at any time by giving notice to the Board of Directors, the Chair, or the Secretary. A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery. The resignation of an officer need not be accepted in order to be effective.
The Board of Directors may remove any officer, either with or without cause, whenever in its judgment the best interests of the Corporation would be served thereby.
Section 5.4. Vacancies. A vacancy in any office, however caused, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5.5. Compensation. The Board of Directors, and other officers, shall not be entitled to receive any compensation or other forms of remuneration for their service as a director or officer other than reimbursement for reasonable out-of-pocket costs associated with attending Board meetings.
Section 5.6. Chair. The Chair of the Board shall preside at all meetings of the Board of Directors which he or she attends and shall have such other authority and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Chair may sign, alone or with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases in which the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent ofthe Corporation, or shall be required by law to be otherwise executed. The Chair may vote all securities which the Corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer, employee or agent of the Corporation by the Board of Directors.
Section 5.7. President. Subject to any directions given by the Board of Directors, the President, if one is appointed by the Board of Directors, shall in general supervise and control the day-to-day business and affairs of the Corporation and shall perform all duties customarily incident to the office of President and such other duties as may be assigned to him or her from time to time by the Board of Directors.
Section 5.8. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond (which shall be renewed regularly) in such sum and with such surety or sureties as the Board of Directors shall determine for the faithful discharge of his or her duties and for the
|1010|
restoration to the Corporation, in case of such Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in such Treasurer's possession or under such Treasurer's control belonging to the Corporation. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws; (c) disburse the fundsofthe Corporation as ordered by the Board of Directors or as otherwise required in the conduct of the business of the Corporation and render to the Chair or the Board of Directors, upon request, an account of all his or her transactions as Treasurer and on the financial condition of the Corporation. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors.
Section 5.9. The Secretary. The Secretary shall (a) keep the minutes of meeting ofthe Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each Member, director or committee member, which shall be furnished to the Secretary by such Member, director or committee member; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chair or the Board of Directors.
Section 5.10. Assistant Treasurers and Assistant Secretaries. The Treasurer and the Secretary may have an assistant to aid their duties in office. An assistant's term in office shall mirror the term for the officer he or she supports. The Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds (which shall be renewed regularly) for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries shall, in general, perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively; but such assignment or delegation shall not relieve the principal officer of the responsibilities and liabilities of his or her office. Tn the absence of the Secretary or Treasurer, or in the event of his or her inability or refusal to act, the Assistant Secretaries or the Assistant Treasurers, as the case may be, in the order determined by the Board of Directors (or if there be no such determination, then in the order determined by the Board) shall perform the duties and exercise the powers of the Secretary or the Treasurer. In addition, the Assistant Treasurers and Assistant Secretaries shall, in general, perform such duties as may be assigned to them by the Chair or the Board of Directors.
ARTICLE 6
Project Process
Section 6.1. Project Submission and Approval. Each Member may present, or allow third parties to present, proposed projects to the Board of Directors for consideration and possible funding by the Corporation, including the projects identified in the Energy and Equity Agreement. The Corporation may, cornmit to fund projects meeting the criteria set forth in Sections 6.2 and 6.3 that are approved by the Board of Directors by a majority vote of directors
|1010|
present at a meeting (or, subject to the approval required by Section 3.14(b)(vi), projects that do not meet one or more of the criteria set forth in Section 6.2 and 6.3). Project submission and related grant agreements shall be treated as containing confidential and proprietary information.
Section 6.2. Project Requirements.
(a) Subject to Section 3.14(b)(vi), a project to be funded by the Corporation shall meet the following requirements:
The project must prioritize an equitable transition to the use of clean energy and/or must promote equitable decarbonization anchored in values of economic inclusion and savings, pollution burden reduction, equitable access to critical infrastructure and/or community health and resilience. Projects should advance the pillars, strategies, and actions in the then-current CAP, including, but not limited to, retrofitting, weathcrizing, and decarbonizing buildings; installing and encouraging access to community solar and other renewable energy sources that prioritize energy resiliency and reducing energy burden in ElECs; expanding access to electric micro-mobility options; and enabling zero-emission transit and fleets. Projects must prioritize delivering measurable and equitable community benefits and infrastructure improvements with a specific focus on ElECs and other under-resourced communities, and must demonstrate significant community engagement in project design and implementation. The project must be presented to the Board in a written proposal which describes, at a minimum, the following: (A) the amount of funding requested from the Entity as well as the total project cost to thc extent the two amounts are different; (B) the purpose, milestones, and objectives sought to be achieved; (C) how progress toward achieving those milestones and objectives will be measured, including whether achievement of the milestones and objectives is dependent upon funding or incentives from other sources (including any conditions precedent to that fund ing or incentives); (D)how theproject advances specific actions, strategies and pillars in the City's then-current CAP and other relevant energy policies to achieve equitable outcomes for residents; (E) how the project will be administered and implemented; and (F) how the project will be designed and implemented with community residents and partner organizations. Any project proposal must provide for quarterly reporting to the Entity.
The project will be administered and overseen by a party who, in the opinion of the Board, is qualified to perform the activities or undertakings ofthe project. To make this determination, the Board shall review a description of qualifications for the work to be performed as a part of the project. The applicant must demonstrate the institutional and financial controls in place to administer the project in accordance with the restrictions and guidance provided by the Entity.
(iii) . The applicant must provide a detailed project budget. Eligible costs
associated with the project may include:
a. Pre-projcct development costs and uses, including data-gathering, feasibility studies, community engagement and public feedback processes, equity assessments and planning,
|1010|
perrnitting, planning, architectural designs, and engineering studies;
Costs of repair, rehabilitation, construction, improvement, and acquisition of property, equipment, and facilities;
Costs of health and safety improvements to address inequities in housing conditions to enable clean energy solutions; and
Personnel costs including salaries and fringe benefits for staff, consultants, and contractors required for carrying out a project.
(iv) The project must have, or include a plan to obtain, any necessary regulatory approvals and permits and must otherwise comply with applicable law.
(c)
Section 6.3. Project Restrictions. An approved project must not:
conflict with, or require the modification of ComEd's rates, terms, conditions, or standards of utility service; interfere with ComEd's provision of utility service under its tariffs; or establish or maintain any unreasonable difference in such rates, terms, conditions, or standards of utility service either as between localities or as between classes of service;
involve lobbying for any legislative or administrative action of any kind (aside from technical discussions ancillary to implementation of a project) or any expenditures in support of candidates for elected or appointed governmental office or positions; or
involve expenditures related to the purchase or sale of the electrical system serving residents in Chicago, including studies related to ComEd's performance under the Franchise Agreement.
ARTICLE 7
Contracts and Financial Transactions
Section 7.1. Contracts. The Board of Directors may authorize any officer or officers, employee or employees, or agent or agents of the Corporation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 7.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board of Directors or by action of a duly empowered committee ofthe Board.
|10 10|
Such authority to make loans may be general or confined to specified instances. No loan shall be made by the Corporation to a director or officer of the Corporation.
Section 7.3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the Corporation, shall be signed by one or more officers, employees or agents ofthe Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments may be signed by the Treasurer or an assistant treasurer and countersigned by one other officer.
Section 7.4. Deposits. All funds of the Corporation shall be deposited from time to time to the credit ofthe Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 7.5. Gifts. The Board of Directors may accept on behalf ofthe Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose ofthe Corporation.
ARTICLE 8
Books and Records
Section 8.1. General. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any authority of the Board of Directors.
Section 8.2. Inspection. All books and records of the Corporation may be inspected by any director or any director's agent or attorney, for any proper purpose at any reasonable time.
Section 8.3. Financial Statements and Audit.
(a) The officers shall cause to be delivered to each Member, as soon as available, but in any event:
within 45 days of the end of each calendar quarter, a balance sheet of the Corporation as of the end of such quarter and related statements of operations and cash flows for such month and the year to date, setting forth in each case in comparative form the figures for the same periods in the previous fiscal year; and
within 90 days after the end of each fiscal year, a balance sheet of the Corporation as at the end of such fiscal year and the related statements of operations and cash flow for such year, setting forth in each case in comparative form the figures for the previous fiscal year (to the extent such period's figures are available), certified by an accounting firm of recognized regional standing as being prepared in accordance with generally accepted accounting principles consistently applied.
10
The officers shall cause each Member to be furnished with additional reports and financial statements deemed appropriate by the Board.
The Corporation shall, through a publicly accessible website or similar public communications system, provide each Member and the public with the information described in this Section 8.3(c). The information shall include, but is not limited to, an annual report on the Corporation's selection criteria, organizations that have received grants, funded projects, outcomes of projects that have been funded, distributed and remaining funds, any external funds secured for distribution (i.e., private foundations and other government grants), impacts of grant-funded projects on CAP goals and the impact of grant-funded projects on ElECs
Section 8.4. Tax Returns. The officers shall prepare and file, or cause to be prepared and filed, all tax returns required to be prepared and filed by the Corporation in accordance with legal requirements. The officers shall cause the Corporation to pay all taxes and other amounts shown to be due on such returns, including any estimated tax payments.
Section 8.5. Freedom of Information Act. The Corporation shall comply with the provisions of the Illinois Freedom of Information Act.
ARTICLE 9
Fiscal Year
The Corporation's fiscal year shall be the calendar year.
ARTICLE 10 Notices
Section 10.1. Manner of Notice. Whenever under the provisions of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any director or member of any committee designated by the Board of Directors, it shall not be construed to require personal delivery. Such notice may be given in writing by depositing it in a sealed envelope in the United States mails, postage prepaid and addressed to such director or committee member at his or her address as it appears on the books ofthe Corporation, and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails; or such notice may be given in writing by any other means and if given by such other means, shall be deemed given when received. Such requirement for notice shall be deemed satisfied if actual notice is received orally or in writing by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by law, the Articles of Incorporation or these Bylaws.
Section 10.2. Waiver of Notice. Whenever any notice is required to be given by law, by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing or e-mail by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
11
Section 10.3. Open Meetings Act. Notwithstanding anything to the contrary, any notice provided pursuant to this Article 10 shall comply with the requirements of the Open Meetings Act as applied.
ARTICLE 11
Indemnification and Insurance
Each person who at any time is or shall have been a director, officer or agent of the Corporation shall be indemnified by the Corporation in accordance with and to the full extent permitted by the General Not For Profit Corporation Act of Illinois as in effect at the time of adoption of this bylaw or as amended from time to time, and by any subsequent Illinois not for profit corporation law. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of disinterested directors, or otherwise. If authorized by the Board of Directors, thc Corporation may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Not for Profit Corporation Act of Illinois as in effect at the time of the adoption ofthis by-law or as amended from time to time, and by any subsequent Illinois not for profit corporation law.
ARTICLE 12 Amendment
Subject to the approval required by Section 3.14(b)(i), the Board of Directors may alter, amend, or repeal these Bylaws or adopt new Bylaws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given.
4859^5 12-7737V.3
Exhibit D ComEd Ethics Policies
3f
ComEd
An Exelon Company
ComEd's Commitment to Ethics
ComEd is committed to maintaining a robust, comprehensive ethics program. While certain elements ofthe program described in this document are well-established and others are new, ComEd recognizes that an effective ethics program must constantly evolve in the face of changing risks. This document outlines ComEd's ethics program as it stands today, and the company's commitment to continuing improvements to its ethics policies and practices.
Governance and Risk Assessment
Ethics, compliance, and internal audit services are provided to ComEd through its holding company, Exelon. This increases independence, facilitates sharing of insights across multiple operating companies, allows ComEd greater access to resources than a stand-alone program, and improves efficiency.
ComEd's ethics program is managed by Exelon's Compliance and Audit group. That group is led by an Executive Vice President (EVP) who reports to Exelon's Chief Executive Officer and the Audit Committee of Exelon's Board of Directors and serves as a member of Exelon's Executive Committee.
The Compliance and Audit group was created in March 2020 by placing under joint oversight Exelon's Compliance & Ethics function (which previously had reported to Exelon's General Counsel), and its Internal Audit function (which previously had reported to the Chief Financial Officer). Exelon's Chief Compliance & Ethics Officer, who directly oversees Exelon's compliance and ethics program, and Chief Audit Executive, who directly oversees Exelon's internal audit function, now report to the EVP for Compliance and Audit. The Chief Audit Executive retains a direct report to the Audit Committee for audit independence purposes.
Exelon organizes the governance and risk management responsibilities of its compliance, internal audit, and enterprise risk management functions around the Three Lines model promulgated by the Institute of Internal Auditors. A review is underway to ensure that those responsibilities are clearly defined and appropriately allocated; we anticipate completing that review in Q4 2020.
The Compliance & Ethics team conducts an annual risk assessment process to identify ethics and compliance risks across the organization and assess controls for those risks. Following a review of that process during the summer of 2020, a substantial redesign ofthe risk assessment process has been undertaken, with implementation beginning in Q4 2020.
Ethical Conduct of Public Affairs
ComEd's responsibilities require frequent engagement with public officials on a wide range of operational and public policy issues. Exelon implemented four new policies in July 2020 governing
interactions with public officials by its employees, contractors (including external lobbyists and political consultants) and other agents. These policies, applicable enterprise-wide, strengthen guidance, oversight, and controls relating to interactions with public officials. The requirements of the four new policies, available in full here on Exelon's website, are set out below:
Interactions with Federal, State, and Local Public Officials
Emphasizes Exelon's commitment to conducting public affairs with integrity and sets standards of conduct for interactions with public officials by Exelon employees, officers, and directors. In all four policies, "public official" refers to an elected or appointed pubic official, public employee, or candidate for public office, with a role or position that involves oversight of or influence over Exelon's interests.
Establishes rules for providing "anything of value" to public officials. This includes, among other things, money, entertainment, meals, employment, contracts, benefits to public officials' family members, and directed charitable contributions.
Covered employees may provide things of value to public officials only if:
o Permitted by applicable laws, ethics regulations, and gift rules; o Done infrequently; and
o Not done to influence, or because of, any official act by the public official.
Anything of value provided to a public official must be reported to the business unit's Government Affairs team and accurately reflected in the company's books and records. Government Affairs must provide this information quarterly to Compliance & Ethics and the business unit's CEO and General Counsel.
Establishes framework for tracking and handling referrals, recommendations, and requests regarding anything of value from public officials. Requires prompt reporting of public officials' referrals, recommendations, and requests to business unit Government Affairs teams and Compliance & Ethics. Routine service and constituent assistance requests and public affairs communications with public officials are excluded.
Requires Compliance & Ethics to provide quarterly reports of public official referrals, recommendations, and requests to the Audit Committee of Exelon's Board and operating company Boards.
Due Diligence and Monitoring Procedure for Third Parties Engaged in Political Consulting and Lobbying Activities
Establishes a due diligence process to ensure all lobbyists and political consultants have appropriate expertise and reputations. Both new and existing lobbyists and consultants must go through this process.
Requires heightened scrutiny before engagement of lobbyists and consultants with close relatives who are public officials.
|1010|
Prohibits engagement of lobbyists and political consultants without prior approval of the business-level Government Affairs, General Counsel, and CEO, as well as the Chief Compliance & Ethics Officer.
Requires written contracts for all lobbyists and political consultants that clearly define the scope of work, require compliance with applicable legal and ethics rules, complete training Exelon may designate, and prohibit subcontracting.
Establishes mandatory procedures for monitoring the activities of lobbyists and political consultants. Each business unit's Government Affairs team is responsible for conducting: (i) detailed invoice reviews to ensure that work performed supports payment (Accounts Payable may not release payments to lobbyists and consultants until that review is complete); and (ii) mid-year and annual performance reviews to assess the quality and integrity of services provided.
Requires semi-annual reports by Compliance & Ethics to Exelon's Audit Committee and operating company Boards regarding activities of third-party lobbyists and political consultants.
Referrals, Recommendations, and Requests from Public Officials Regarding Employment Decisions
Establishes procedures to ensure that referrals, recommendations, and requests from public officials regarding employment decisions do not undermine Exelon's commitment to hire and promote the best-qualified, available candidates from diverse and well-qualified candidate slates.
Prohibits hiring or promoting candidates for the purpose of influencing public officials.
Disqualifies candidates from consideration if a public official's referral, request, or recommendation appears linked to an official act relating to Exelon, or if the recommended candidate is a close family member of the public official.
Requires Exelon employees, officers, and directors to report employment referrals, recommendations, and requests made by public officials, and creates a tracking process for those requests. Candidates not disqualified for the reasons noted above may proceed through the application process if they are qualified and approval is granted by senior business unit leadership and Compliance & Ethics.
Requires semi-annual reports by Compliance & Ethics to the Audit Committee of Exelon's Board and to operating company Boards regarding employment referrals, recommendations, and requests from public officials.
Vendors and Suppliers Affiliated with or Referred, Recommended, or Requested by Public Officials
Establishes procedures to ensure that public officials' affiliations with, or advocacy for, vendors do not undermine Exelon's commitment to integrity in sourcing and contracting.
Requires identification of vendors affiliated with public officials or their close family members, through due diligence during the sourcing process.
|1010|
Requires Exelon employees, officers, and directors to report referrals, recommendations, and requests from public officials to use specific vendors and creates a tracking process for those referrals, recommendations, and requests.
Requires approval by senior business unit leadership and Compliance & Ethics prior to selection of vendors who are either affiliated with public officials or referred, recommended, or requested by public officials.
Requires semi-annual reports by Compliance & Ethics to the Audit Committee of Exelon's Board and to operating company Boards regarding public official referrals, recommendations, and requests concerning vendor selection, and use of vendors with public official affiliations.
Implementation of New Policies Regarding Interactions With Public Officials
Between early July and early October 2020, Exelon delivered live interactive training on the new policies to more than 2,000 employees, external lobbyists, and consultants in more than 40 webinars. The training prioritized employees whose responsibilities make them most likely to interact with pubic officials. Employees also have access to a variety of reference materials regarding the policies, including a regularly updated FAQ document. Exelon will provide periodic refresher training on the policies, ensure that employees moving into roles involving contact with public officials receive training on the policies, and include information about the new policies in annual ethics training provided to all employees.
Exelon is now using a due diligence questionnaire to vet new lobbyists and consultants and expects to complete due diligence reviews of existing lobbyists and consultants during the fourth quarter of 2020.
The most complex implementation challenge concerning the new policies involves identifying vendors affiliated with public officials. Exelon has developed a process through which more than 7,000 vendors who have transacted at least $10,000 in business with Exelon companies in the past year, as well as new vendors, will certify responses to a series of questions about their affiliations with public officials. All affirmative responses are reviewed by Compliance & Ethics. A pilot of the certification process was completed in September 2020. A second and larger wave of certifications, prioritizing ComEd and high-volume vendors, will launch in October 2020, with full implementation of the certification process for existing and new vendors by Ql 2021.
Exelon's internal audit team plans a review of implementation efforts during Ql 2021. The results of that review will be reported to senior Exelon and operating company management, the Audit Committee of Exelon's Board of Directors, and the Boards of ComEd and other operating companies.
Compliance With City of Chicago Ethics Requirements
ComEd tracks ethics requirements promulgated by the City of Chicago, including rules applicable to city contractors under the City's Ethics Ordinance, city contractor certification requirements, and restrictions imposed, by executive order on certain categories of campaign contributions by
|1010|
city contractors and affiliated parties. ComEd's Legal Department, in coordination with Exelon's Compliance & Ethics department, provides training on these requirements to relevant employees and must review all certifications provided to the City of Chicago.
Code of Business Conduct, Annual Training, and Certifications
Exelon maintains a detailed Code of Business Conduct, publicly accessible here, and applicable to all employees, officers, directors, and third-party contractors, consultants, and agents across the enterprise. The Code was adopted in 2015 and is periodically reviewed and updated. The next review is anticipated in 2021.
The Code sets out Exelon's core values (which include "acting with integrity") and addresses a wide range of topics, among them conflicts of interest, workplace conduct, safety, protecting confidential information and other company assets, bribery and corruption, and competing with integrity. The Code of Conduct highlights the importance of speaking up and strictly prohibits any form of retaliation for raising questions or concerns about potential violations of the Code or compliance with applicable laws and regulations.
All employees must participate in annual Code of Conduct training. Additionally, all nonrepresented employees are required to complete an annual certification disclosing potential conflicts of interest and certifying their understanding of the Code. Completion of the training and certifications is tracked. New employees are required to complete Code of Conduct training when they join.
Monitoring and Enforcement of Ethics Standards
Exelon maintains a 24-hour ethics helpline that allows employees, the public and any other stakeholders to report ethics concerns as well as potential legal or regulatory violations. The helpline has both a phone and web portal option and reporters have the option to remain anonymous. Ethics reports also may be submitted directly to the Compliance & Ethics department via email or escalated via supervision or Human Resources.
All reported concerns are reviewed by a team within Compliance & Ethics, which assigns, coordinates and participates in investigations. (Beginning in November 2020, a dedicated, trained Human Resources investigative team will investigate allegations of harassment, discrimination and related matters). The Compliance & Ethics team retains oversight of all matters involving potential violations of the Code of Business Conduct to assure the fairness and consistency of investigations.
Sanctions for violations of compliance and ethics policies range from coaching to termination, and ordinarily are implemented by the business unit following a consensus process that includes input from Compliance & Ethics, Human Resources and the Legal Department. Compliance & Ethics maintains a database of reported ethics and compliance concerns, investigations, and resolutions. In 2020 Exelon committed to upgrading the software used to track ethics and
|1010|
compliance reports and violations, which will facilitate more robust reporting and permit greater insight into trends and hot spots. Implementation of that software upgrade is anticipated during Q4 2020.
Exelon's Internal Audit team conducts independent testing of the implementation and effectiveness of financial and compliance controls. Internal Audit findings are shared with business leadership, the Compliance & Ethics team, and the Audit Committee. The Compliance & Ethics and Internal Audit teams regularly share information about compliance risks and observations regarding controls implementation.
Both the Compliance & Ethics and Internal Audit functions provide quarterly reports to the Exelon Board's Audit Committee.
|1010|
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I GENERAL INFORMATION
A. Legal name ofthe DiscMng Party submitting this EDS. Include d/b/a/ if applicable: Commonwealth Edison Company "
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
Ix] the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City, action on the contract, transaction or other undertaking to which this EDSpertains.(referred t;o below as the "Matter"), a direct or indirect interest in excess of 7.5% iri the Applicant. State the Applicant's legal name:
OR
[ ] a legal entity with a direct or indjrect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Discibsing Party holds a right of control:
Business address of the Disclosing Party: 10 S. Dearborn St. 52nd Floor
Cblcagd., TT. 60603 ,
Telephone: c/o 312-r394-4934Fax: Email: Keisha. Parkqrfa>xg1 nnr.nrp.cnm
Name of contact person: Keisha Parker
Federal Bmployer Identification No. (if you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Franchise Agreement and Energy and Equity Agreement
G. Which City agency or department is requesting this EDS? AIS w .
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # ' ' and Contract #
Ver.2018-1 Page 1 of IS
'Tho Disclosing Party is an entity regulated by and required to make periodic tilings with the fcdoral SEC under the Securities Exchange Act of 1934. It makes regular reports and filings with the SEC: As such, tho Disclosing Party fails under exception of the Rules Regarding Economic Disclosure Statomont arid Affidavit.most recently doted Oecember 17, 2015. Nonetheless, the Disclosing Party is voluntarily submitting, this EDS In the -Interest of transparency.
SECTION II DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
[ ] [*] [ ] [ ]
[ ] [ 1 [ ]
1. Indicate the nature of the Disclosing Party:
Person. f
WW
Publicly registered business corporation [
Privately held business corporation [
Sole proprietorship [
Limited partnership Trust
General partnership (.
[ ] Yes [ ] No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[x] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title please see attached sheet
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Ver.2018-1 Page 2 of 15
rtwSEC-registered reporting company
COMMONWEALTH EDISON COMPANY
EXECUTIVE OFFICERS
Name Title
Gil Quiniones Chief Executive Officer
Terence R. Donnelly President and Chief Operating Officer
Elisabeth Graham Senior Vice President, Chief Financial Officer, Treasurer
Michelle M. Blaise Senior Vice President, Technical Services
Glenn Rippie Senior Vice President, General Counsel
David Perez Senior Vice President, Distribution Operations
Melissa Washington Senior Vice President, Customer Operations
Cheryl Maletich Senior Vice President, Transmission and Substation
Lewis Binswanger Senior Vice President, Regulatory and External Affairs
Katherine Smith Secretary
DIRECTORS
Ricardo Estrada
Smita Shah
Zaldwaynaka Scott
Gil Quiniones
Calvin G. Butler, Jr.
limited liability company, or interest ofa beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name . Business Address Percentage Interest in the Applicant
please see attached statement
SECTION III INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [X] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [XJ No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Section II-B-2 — Legal entities with direct and indirect interest in Applicant
Exelon Energy Delivery Company, LLC, 10 S. Dearborn St., 52nd Floor, Chicago, IL 60603 holds a greater than 99% direct interest in the Applicant.
Exelon Corporation is the 100% owner of Exelon Energy Delivery Company, LLC and thereby holds a greater than 7.5% indirect interest in the Applicant. Exelon Corporation is a publicly traded corporation and does not have any natural persons holding an interest of greater than 7.5%. Publicly traded Exelon Corporation is regulated by and required to make periodic filings with the federal Securities and Exchange Commission under the Public Utility Holding Company Act and falls under exception l(i) of the Rules Regarding Economic Disclosure Statement and Affidavit most recently dated December 17, 2015. The Form 10-K for calendar year 2021 was filed on February 25, 2022 (a link to this Form can be found here:
) and has been provided to the City. The Form 10-K for calendar year 2022 has not yet been filed. The Form 10-Q for the third quarter of 2022 as filed on November 3, 2022 (a link to this Form can be found here:
) and has also been provided to the City. As of December 31, 2021 (updated SEC filings by all three of the following are expected shortly), only three EDS-exempt entities held an interest of greater than 7.5% in Exelon Corporation — The Vanguard Group, Inc. (a registered investment adviser filing a Form ADV which is available here: ) held a 8.7% interest, BlackRock, Inc., a publicly traded financial firm (whose relevant SEC filings are available here: ), held a 7.7% interest and Wellington Management Group LLP through Wellington Management Company LLP, a registered investment adviser which files a Form ADV (available here: ), held a 7.9% interest.
Name (indicate whether Business retained or anticipated Address to be retained)
please see attached sheet
Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)
Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[ ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [X] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date ofthis EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 15
H
Z
<;
U J
Ph (X,
M
H U W
Q
O
W Z
< H W tf
t/3
w
H tf
<:
tf
UJ
H
o
Q
Z <
(Ji
tf O H
U
H
Z
o
u
& (/3
«2
u
C
-4—•
tf
U "O
<
tzi
t/3
_C
'55|1010|PQ
£
ca
Z
X
o cx
CX ca
o o r--oo
e
o
>
CJ
o ca
o
ta a
ro t/3
U
o o
j3 U
X O l_
cx cx
ca
o o
CO
E o
X)
o" oo
ro O VO
cj *o
-4—*
£ °
c/3 ca
O U
Cu _1 i—1
C/3
3 <
jo
i/5
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) ofthis EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date ofthis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other; unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1 -23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below: see attached explanation
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City
of Chicago (if none, indicate with "N/A" or "none"), see attached explanation
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during
the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in
the course of official City business and having a retail value of less than $25 per recipient, or (iii) a
political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or
"none"). As to any gift listed below, please also list the name ofthe City recipient.
none — see attached explanation
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [X] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of 15
Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name ofany other person or entity in the Matter?
[ ] Yes [X] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D(l), provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 15
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: Ifthe Matter is federally funded, complete this Section VI. Ifthe Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
This Matter is not federally funded. A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets ifnecessary):
(If no explanation appears or begins on the lines above, or ifthe letters "NA" or ifthe word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15
of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Page 10 of 15
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statute's, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Page 11 of IS
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
-—Commonwealth Edri-'son Company
(Print or tvpe.exact le^al name of Disclosing Party)
E. Glenn Rippie
(Print or type name of person signing)
Senior Vice President & General Counsel (Print or type title of person signing)
Signed and sworn to before me on (date)
at County, (state).
Notary Public
Commission expires:
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B. 1 .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7,5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [X] No see attached comment
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [x] No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No [X] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www;amlcgal.com), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes [ ]No
[X] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385.
see attached statement
This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(1). If you checked "no" to the above, please explain.
Page 15 of 15
Response to question 11 — Comments on Section V-B Further Certifications
V-B-l: This certification does not apply to the Disclosing Party as the Matter is not a contract being handled by the City's Department of Procurement Services.
V-B-2: The Disclosing Party, to the best of its knowledge, certifies that it is not delinquent in the payment ofany tax administered by the Illinois Department of Revenue, except for taxes that are being contested in good faith in applicable legal proceedings (whether judicial or administrative). To the best of the knowledge of the Disclosing Party, neither the Disclosing Party nor its Affiliated Entities are delinquent in paying any fine, fee, tax or other source of indebtedness owed to the City of Chicago ("Debts") except for Debts which are being contested in good faith in applicable legal proceedings.
Representatives and agents of the Disclosing Party and its Affiliated Entities meet with City representatives or otherwise receive information from the City to identify outstanding Debts duly payable by the Disclosing Party and its Affiliated Entities and any such Debts are settled according to law.
V-B-3-a, b, d and e: Disclosing Party, including as to persons identified in Section 11(B)(1) except as to those who are not employed by Disclosing Party (such as independent directors), certifies to these Statements to the best of its knowledge. For further information, Disclosing Party refers to the publicly available filings by its ultimate parent, Exelon Corporation, with the Securities and Exchange Commission ("SEC"), which include disclosures of investigations and litigation as required by the securities regulatory organizations and federal law.
V-B-3-c: Disclosing Party is presently criminally charged in United States v. Commonwealth Edison Company, Case: 1:20-CR-368, in the Northern District of Illinois. Disclosing Party has entered into a Deferred Prosecution Agreement that Disclosing Party has shared with the City, including members of the City Council.
V-B-5 a: With respect to itself, Disclosing Party certifies that it has not been convicted or adjudicated guilty of bribery or attempting to bribe a public official or employee of the City, State, or any government agency. With respect to Contractors, the Disclosing Party is not aware of any facts that would preclude certification to these statements. In addition, the Disclosing Party's policies and contracts require disclosure to the Disclosing Party of any such facts and preclude Contractors from working with the Disclosing Party where the Contractor has engaged in violations of law.
V-B-5 b: With respect to itself, Disclosing Party certifies to this Statement to the best of its knowledge. With respect to Contractors, the Disclosing Party is not aware of any facts that would preclude certification to these statements. In addition, the Disclosing Party's policies and contracts require disclosure to the Disclosing Party of any such facts and preclude Contractors from working with the Disclosing Party where the Contractor has engaged in violations of law.
V-B-5-c: With respect to itself, Disclosing Party certifies to this Statement to the best of its knowledge. With respect to Contractors, the Disclosing Party is not aware of any facts that would preclude certification to these Statements. In addition, the Disclosing Party's policies and
contracts require disclosure to the Disclosing Party of any such facts and preclude Contractors from working with the Disclosing Party where the Contractor has engaged in violations of law.
V-B-5 and 6: In providing the certifications in response to Items (5) and (6) in Section V-B, we have responded to the best of our knowledge only with respect to Disclosing Party, Contractors, and affiliated personnel involved in this Matter. We note, however that collectively Disclosing Party and its Contractors and Affiliated Entities employ many thousands of individuals, and we have not conducted a full records search with respect to each of those individuals.
V-B-5-d, 6 and 7: Disclosing Party certifies to this Statement to the best of its knowledge.
V-10: Disclosing Party certifies this Statement only as to any third parties directly retained by Applicant in connection with the Matter.
Comment on Section V-B-12 Certification
V-B-12: To the best of Disclosing Party's knowledge after reasonable inquiry, none of the non-director executive officers of the Disclosing Party identified in Section 11(B)(1) of this EDS were employees, or elected or appointed officials of the City of Chicago during the period of January 31, 2022 through January 31, 2023. The Disclosing Party has just over 6,200 full-time equivalent employees (as of the end of 2022) and, except as noted in the paragraph below, is unaware of any particular employee having been a City of Chicago employee or elected or appointed official during the time period previously described.
Patrick Tomas Cabreros, an employee of the Disclosing Party, was employed by the Chicago Department of Transportation during the preceding 12 month period prior to employment by the Disclosing Party. Srinivas Suresh and Sophie Manley, both employees of the Disclosing Party, were employed by the Department of Water Management during the preceding 12 month period prior to employment by the Disclosing Party. Hector Matias was employed by the Chicago Police Department during the preceding 12 month period prior to employment by the Disclosing Party.
Comment on Section V-B-13 Certification
V-B-13: The Disclosing Party certifies to the best of its knowledge that there have been no gifts within the prior 12 months to an employee or elected or appointed official of the City of Chicago.
Comment on Appendix A — Familial Relationships
To the best of Disclosing Party's knowledge after reasonable inquiry, none of the Disclosing Party's "Applicable Parties" or any Spouses or Domestic Partners thereof currently have a "familial relationship" with an elected city official or department head.
Comment on Appendix C - Wage & Salary History Screening
Pursuant to a long-term franchise agreement, equipment comprising the Applicant's electrical grid system is installed within City of Chicago streets, alleys and other City properties. The
Applicant transmits payments to the City in connection with the Applicant's maintenance of equipment in these areas in accordance with state law (the Illinois Electricity Infrastructure Maintenance Fee Law). In light of these arrangements, the Applicant has concluded that it is not a "contractor" within the scope of Section 2-92-385 of the Municipal Code.
CITY OF GHICAGO ECONOMIC DISCLOSURE STATEMENT ANDAFFTOAyiT
SECTION I -- GENERAL INFORMATION
A. Legai name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Exelon Energy Delivery Company, LLC
Cheek ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
I" ] tbe Applicant
OR
[x] a legai entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction pr other undertaking tp which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant State the Applicant's legal
name: Commonwealth Edison Company
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section IIfB)(l)) State the legal name of the entity in which the Disclos ing Party holds a right of control:
Business address of the Disclosing Party: 10 S. Dearborn St. 52nd Floor ._ r
CMcagcy_TI. 60601 =
Telephone: c/o 312-394-4934pflx: . . Email:. Keisha.Parkergexeloncorp.coni
Name of contact person: Keisha Parker
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Franchise Agreement and Energy and Equity Agreement
G. Which City agency or department is requesting this EDS? ALb ,. M ._
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # • and Contract # „ .,
Ver.2018-1 Page 1 of 15
SECTION II DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person (X] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[jr.] Yes [ ] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
See attached - management officials
Exelon Corporation - sole member
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 15
Exelon Energy Delivery Company, LLC
People Controlling Day-To-Day Management Of Disclosure Party
Name Title
Robert Kleczynski Vice President, Taxes
Jonathan Lyman Assistant Vice President, Taxes
Ryan Brown Treasurer
Kabral Tesfamicael Assistant Treasurer
{Catherine Smith Secretary
Nadim Kazi Assistant Secretary
Carter C. Culver Assistant Secretary
Elizabeth Hensen Assistant Secretary
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. Ifnone, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
please see attached statement ;
SECTION HI - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [X] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS? [ ] Yes [X] No
If "yes" tp either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party? []Yes [XJNo
If "yes," please identify below the name(s) of such City elected officials) and/or spouse(s)/domestic partner(s) and describe the financial interests).
SECTION TV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Section II-B-2 — Legal entities with direct interest in the Disclosing Party
Exelon Corporation is the 100% owner of Exelon Energy Delivery Company, LLC. Exelon Corporation is a publicly traded corporation and does not have any natural persons holding an interest of greater than 7.5%. Publicly traded Exelon Corporation is regulated by and required to make periodic filings with the federal Securities and Exchange Commission under the Public Utility Holding Company Act and falls under exception l(i) ofthe Rules Regarding Economic Disclosure Statement and Affidavit most recently dated December 17, 2015. The Form 10-K for calendar year 2021 was filed on February 25, 2022 (a link to this Form can be found here: ) and has been provided to the City. The Form 10-K for calendar year 2022 has not yet been filed. The Form 10-Q for the third quarter of 2022 as filed on November 3, 2022 (a link to this Form can be found here:
) and has also been provided to the City. As of December 31, 2021 (updated SEC filings by the following are expected shortly), only three EDS-exempt entities held an interest of greater than 7.5% in Exelon Corporation ~ The Vanguard Group, Inc. (a registered investment adviser filing a Form ADV which is available here: ) held a 8.7% interest, BlackRock, Inc., a publicly traded financial firm (whose relevant SEC filings are available here: ), held a 7.7% interest and Wellington Management Group LLP through Wellington Management Company LLP, a registered investment adviser which files a Form ADV (available here: 106595), held a 7.9% interest.
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets ifnecessary)
[X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [X] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but noL limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) ofthis EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date ofthis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
see attached explanation
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all current employees of the Disclosing Party who were, at any time during the 12r
month period preceding the date ofthis EDS, an employee, or elected or appointed official, ofthe City
of Chicago (ifnone, indicate with "N/A" pr "none"), see attached explanation
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during
the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, ofthe City of Chicago. For purposes ofthis statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in
the course of official City business and having a retail value of less than $25 per recipient, or (iii) a
political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or
"none"). As to any gift listed below, please also list the name of the City recipient.
none — see attached explanation : :
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [X] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatoiy lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [X] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 15
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City*.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or sliaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. Ifthe Matter is not federally funded, proceed to Section VH. For purposes ofthis Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
This Matter is not federally funded. A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or ifthe letters "N A" or ifthe word "None" appeal-, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15
of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Page 10 of IS
SECTION Vn FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicaeb.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded pr void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Infonnation Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up tp the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Page 11 of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) wan-ants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
Exeldh Energy nplivery Company, LLC
(Print or type exact legal name of Disclosing Party)
(Sign here) Carter Culver
(Print or type name of person signing) Assistant Secretary
(Print or type title of person signing)
Signed and sworn to before me on (date)
at County,. (state).
Notary Public Commission expires:
Page 12 of IS
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section ll.B.l.a., ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [X] No see attached comment
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [X] No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No [X] The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amleeal.com ). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ]Yes
[ ]No
[yj N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
Page 15 of IS
Response to question 11 — Comments on Section V-B Further Certifications
V-B-l: This certification does not apply to the Disclosing Party as the Matter is not a contract being handled by the City's Department of Procurement Services.
V-B-2: The Disclosing Party, to the best of its knowledge, certifies that it is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, except for taxes that are being contested in good faith in applicable legal proceedings (whether judicial or administrative). To the best ofthe knowledge of the Disclosing Party, neither the Disclosing Party nor its Affiliated Entities are delinquent in paying any fine, fee, tax or other source of indebtedness owed to the City of Chicago ("Debts") except for Debts which are being contested in good faith in applicable legal proceedings.
Representatives and agents of the Disclosing Party and its Affiliated Entities meet with City representatives or otherwise receive information from the City to identify outstanding Debts duly payable by the Disclosing Party and its Affiliated Entities and any such Debts are settled according to law.
V-B-3-a, b, d and e: Disclosing Party, including as to persons identified in Section 11(B)(1) except as to those who are not employed by Disclosing Party (such as independent directors), certifies to these Statements to the best of its knowledge. For further information, Disclosing Party refers to the publicly available filings by its ultimate parent, Exelon Corporation, with the Securities and Exchange Commission ("SEC"), which include disclosures of investigations and litigation as required by the securities regulatory organizations and federal law.
V-B-3-c: The Applicant in which Disclosing Party holds an interest is presently criminally charged in United States v. Commonwealth Edison Company, Case: 1:20-CR-368, in the Northern District of Illinois. The Applicant has entered into a Deferred Prosecution Agreement that Applicant has shared with the City, including members of the City Council.
V-B-5 a: With respect to itself, Disclosing Party certifies that it has not been convicted or adjudicated guilty of bribery or attempting to bribe a public official or employee ofthe City, State, or any government agency. With respect to Contractors, the Disclosing Party is not aware of any facts that would preclude certification to these statements. In addition, the Disclosing Party's policies and contracts require disclosure to the Disclosing Party ofany such facts and preclude Contractors from working with the Disclosing Party where the Contractor has engaged in violations of law.
V-B-5 b: With respect to itself, Disclosing Party certifies to this Statement to the best of its knowledge. With respect to Contractors, the Disclosing Party is not aware of any facts that would preclude certification to these statements. In addition, the Disclosing Party's policies and contracts require disclosure to the Disclosing Party of any such facts and preclude Contractors from working with the Disclosing Party where the Contractor has engaged in violations of law.
V-B-5-c: With respect to itself, Disclosing Party certifies to this Statement to the best of its knowledge. With respect to Contractors, the Disclosing Party is not aware of any facts that would preclude certification to these Statements. In addition, the Disclosing Party's policies and
contracts require disclosure to the Disclosing Party of any such facts and preclude Contractors from working with the Disclosing Party where the Contractor has engaged in violations of law.
V-B-5 and 6: In providing the certifications in response to Items (5) and (6) in Section V-B, we have responded to the best of our knowledge only with respect to Disclosing Party, Contractors, and affiliated personnel involved in this Matter. We note, however that collectively Disclosing Party and its Contractors and Affiliated Entities employ many thousands of individuals, and we have not conducted a full records search with respect to each of those individuals.
V-B-5-d, 6 and 7: Disclosing Party certifies to this Statement to the best of its knowledge.
Comment on Section V-B-12 Certification
V-B-l 2: To the best of Disclosing Party's knowledge after reasonable inquiry, none ofthe persons identified in Section 11(B)(1) ofthis EDS were employees, or elected or appointed officials of the City of Chicago during the period of January 31, 2022 through January 31, 2023. The Disclosing Party is unaware of any particular employee having been a City of Chicago employee or elected or appointed official during the time period previously described, but does not, for its new hires during the period of January 31, 2022 through January 31, 2023, have comprehensive data on immediately preceding employment by the City of Chicago or status ofa new hire as an elected or appointed official of the City of Chicago.
Comment on Section V-B-13 Certification
V-B-l 3: The Disclosing Party certifies to the best of its knowledge that there have been no gifts within the prior 12 months to an employee or elected or appointed official ofthe City of Chicago.
Comment on Appendix A — Familial Relationships
To the best of Disclosing Party's knowledge after reasonable inquiry, none of the Disclosing Party's "Applicable Parties" or any Spouses or Domestic Partners thereof currently have a "familial relationship" with an elected city official or department head.