HomeMy WebLinkAboutRESOLUTIONS-2012-024-R-12•
4/5/2012
24-R-12
A RESOLUTION
Approving a Plan of Operation and Governance for the
Electricity Aggregation Program
WHEREAS, pursuant Section 1-92 of the Illinois Power Agency Act, 20
ILCS 3855/1-92 ("Act"), to facilitate competitive retail electric service to promote electric
savings, lower cost of electric supplies, and other benefits, certain governmental entities
may aggregate certain electric consumers within the jurisdiction; and
WHEREAS, on March 20, 2012, the electors of the City of Evanston
approved the City's plan to create a program for the municipal aggregation of electricity
("Electricity Aggregation Program"); and
0
WHEREAS, the Act requires a governmental entity interested in the
registration of customers under governmental aggregation, subject to customer rights to
"opt -out" of such aggregation, to adopt a plan of operation and governance for the
Electricity Aggregation Program (the "Plan"); and
WHEREAS, the City previously conducted three duly -noticed public
hearings pursuant to the Act, for the purpose of considering the Plan with members of
the public; and
WHEREAS, the City Council has determined that the adoption of the Plan
as provided in this Resolution would be in the best interests of the City and its residents.
NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
0
EVANSTON, COOK COUNTY, ILLINOIS, THAT:
a part hereof.
24-R-12
SECTION 1: The foregoing recitals are found as fact and made
SECTION 2: The City Council hereby adopts the City of Evanston's Plan,
attached hereto and incorporated herein by reference as Exhibit "A", for the
implementation and administration of the City's Electricity Aggregation Program in
accordance with the Act.
SECTION 3: This Resolution 24-R-12 shall be in full force and effect from
and after its passage and approval in the manner provided by law.
Attest:
Rodney Gre e, City Clerk
Adopted: t L /� / O , 2012
2
Eliz eth B. Tisdahl, Mayor
•
•
•
•
I]
r�
EXHIBIT A
Plan of Operation and Governance
24-R-12
City of Evanston
Electricity Aggregation Program
*.,�..._ .�,�
City of
EvaAstorr
Plan of Operation and Governance
April 5, 2012
r 1
L.J
0
•
1. Purpose of Electricity Aggregation Program & Services
This Plan of Operation and Governance (the "Plan") has been developed in compliance
with the Illinois Power Agency Act, 20 ILCS 3855/1-92 regarding aggregation of
electrical load by municipalities. The statute defines two types of aggregation programs
that may be enacted by a governmental entity; opt -in aggregation and opt -out
aggregation. The City of Evanston ("City") will administer an opt -out aggregation
program (the "Program"). Under this Program, the City will aggregate the electric loads
of residential and small commercial retail customers located within the City and then
solicit proposals, select an Alternative Retail Electric Supplier ("Supplier") and enter into
a service agreement to facilitate the purchase of electricity and related service on behalf
of its residents and small businesses. Customers will be given prior written notice
entitling them to affirmatively elect not to be part of the Program (the "Opt out Notice").
On November 29, 2011, the City adopted Ordinance 103-0-11, to place the issue of
Opt -Out Governmental Aggregation of Electricity on the March 20, 2012 election ballot.
The registered voters of the City subsequently passed the ballot measure on March 20,
2012. The City will follow the Plan of Operation and Governance ("Plan") outlined
below. This Plan will be presented to the Evanston City Council for introduction and
action on April 10, 2012 after two pulblic hearings are held in accordance with 20 ILCS
3855/1-92.
The City's Program seeks to aggregate the retail electric loads of eligible residential and
small commercial retail accounts located within the City to negotiate the most favorable
rates for the generation of supply of electric power. The City's program will solicit
proposals for both a lowest rate alternative as well as an alternative for a cleaner,
greener supply of electric power that would at a minimum meet the city's goal of
reducing greenhouse gas emissions as set forth in the Evanston Climate Action Plan.
With a City population of approximately 74,000, the Program has the potential to
combine residential accounts and small commercial accounts into a buying group that
will be attractive to a Supplier. Participation in the Program is voluntary. Any individual
customer ("Member") has the opportunity to decline to be a Member of the Program and
remain with the local utility ("ComEd") standard offer of service or to enter into a power
supply contract with any other Alternative Retail Electric Supplier.
Residential and small commercial retail electric customers often lack the ability to
effectively negotiate electric supply services. The City's Program provides them an
opportunity to benefit from professional representation and bargaining power achieved
through an aggregation program.
The Program is designed to reduce the amount Members pay for electric energy supply
and to gain other favorable terms of service. The City will not buy and resell the power
to the Program Members. Instead, the City will competitively seek proposals and
• negotiate a contract with a Supplier to provide firm, full -requirements generation service
to the Members of the Program. Individual members of the program will enter into an
Page 2 of 11
electric purchase and sale contract with the selected Supplier. The City is not a party to •
the contract and is not responsible for performance of the contract beyond negotiating
the safeguards in the contract.
As required by the Act, this Plan of Operation and Governance describes:
How the Aggregation Program will provide for universal access to all applicable
residential customers and equitable treatment of applicable residential
customers;
2. How demand management and energy efficiency services will be provided to
each class of customers; and
3. How the Aggregation will meet any other legal requirements concerning
aggregated electric service.
The City and the selected Supplier will follow the Plan set forth in this document.
2. Proposal / Contract Procedures
Following the adoption of this Plan, the City will conduct a propsoal process in
compliance with the City Code. The City will retain the full and absolute right to accept,
accept with conditions, or reject any proposals. If this process does not result in the
identification of an acceptable supplier, the City will conclude the propsoal process and •
not proceed with the Program at that time. The proposal process will include a
qualifications phase and a firm pricing phase. Suppliers which are found to be
responsive and qualified will be invited to submit actionable pricing proposal following
completion and adoption of this Plan. Requirements for company qualifications are
outlined in Section 15.
By majority vote of the Corporate Authorities of the City, the City may select an
Alternative Retail Electric Supplier to provide electric power through the Program
according to the terms of a written Master Agreement to Provide Services to an
Aggregated Group ("Agreement") entered into by and between the Supplier and the
City. By majority vote of the Corporate Authorities, the City may determine not to enter
into an Agreement with any Supplier and in such event eligible customers shall continue
to purchase electric power through ComEd. If the Corporate Authorities enter into an
Agreement with a Supplier, ComEd will continue to provide and service delivery of the
electricity purchased from the Supplier, and metering, repairs and emergency service
will continue to be provided by ComEd.
The Program may be terminated upon the termination or expiration of the Agreement
without any extension, renewal, or subsequent Agreement being negotiated. Each
individual Member receiving electric supply service under the Program will receive
notification 45-90 days prior to termination of the Program. At the end of the agreement •
term, the City will consult the Supplier regarding the next course of action, which will be
Page 3 of 11
• one of the following: 1) switch the Members back to ComEd, 2) switch the Members to a
different Supplier or 3) enter into a new Agreement with the City to continue the
Program.
3. Determination of Rates and Other Charges
3.1 Rates
The City will solicit proposals from Alternative Retail Electric Suppliers ("ARES")
certified by the Illinois Commerce Commission to provide electricity to aggregation
programs. The proposal documents shall require the suppliers to offer a generation
charge for firm, full -requirements supply. The Members will be charged the price
determined to be the most favorable based on term and energy mix selected.
Members will be notified of the rates and terms of the Program through a direct
mailing sent to each eligible resident and business within the City limits.
3.2 Charges
Neither the City nor the selected Supplier will impose any terms, conditions, fees, or
charges on any Member served by the Program unless the particular term,
condition, fee, or charge is clearly disclosed to the Member at the time the Members
chose stay in the Program and did not elect to opt out.
• ComEd will continue to bill for Late Payments, Delivery Charges and Monthly
Service Fees, and any other typical fees. These charges apply whether or not a
Member switches to the Program's Supplier. Switching generation suppliers will not
result in any new charges billed to the Member.
3.3 Switching Fees
Should ComEd assess a switching fee for Members voluntarily remaining in the
aggregation program; the terms and conditions will be written to require the selected
Supplier shall pay the switching fee without assessing the fee to the Members.
3.4 Early Termination Fee
Members may terminate their agreement without penalty if they relocate outside of
the City or if they decide to go back to ComEd for their energy supply. Members that
leave the Program for other reasons, such as switching to another Supplier may be
assessed an early termination fee by the Supplier. The City will negotiate with the
Supplier to ensure that any early termination fee assessed against the Members is
reasonable and clearly stated in the electric purchase and sale terms and conditions
sent to the Members with the Opt -out Notice.
• 4. Contents of the Proposal
Page 4 of 11
Suppliers which are found to be responsive and qualified will be formally invited to •
submit actionable pricing and will be sent a formal request for proposals. Key items to
be included in the proposal include the following:
4.1 Term of Agreement:
Proposals by prospective suppliers shall provide pricing for a 12-month and 24-
month term. The City will select the duration which offers the City the most
protection against future increases in energy prices.
4.2 Power Mix:
Proposers will quote rates for the following energy mixes:
a. Lowest Price Mix — The lowest priced electricity supply available from an
ARES using, at a minimum, renewable energy consistent with the Illinois
Renewable Portfolio Standard (IRPS) required by law (7% for the period 7/12
thru 7/13 and 8% for the period 7/13 — 7/14).
b. 75% Renewable - REC Supported Mix. Electricity where 75% of the energy
used by the aggregated accounts will be offset by Renewable Energy Credits.
Renewable Energy Credits shall be Green-e certified.
c. 100% Renewable - REC Supported Mix,. Electricity where 100% of the energy •
used by the aggregated accounts will be offset by Renewable Energy Credits.
Renewable Energy Credits shall be Green-e certified.
4.3 Rates:
The documents shall require the ARES to provide the rate information in the
following format:
Energy Mix Options
Rate Period Best Rate — 75% REC 100% REC
IRPS Supported Supported
12 month fixed term
July'12 - July `13
24 month fixed term
July '12 — July '14
The City's intent in soliciting the proposals is to provide residents with delivered is
prices that are always less than ComEd's applicable rates. The City is
also interested in selecting a renewable energy option in a cost effective way.
Page 5 of 11
•
5. Determination of Eligible Customer Pool
Under the opt -out aggregation provisions, all eligible electric consumers within the City
will be automatically included in the Program. However, such customers will be given
prior notice entitling them to affirmatively elect not to be part of the Program.
Prior to mailing opt -out notices, a thorough review will be performed to see that all
ineligible customers are excluded. The review process will include the efforts of
numerous parties and utilize a number of resources:
• ComEd will query their customer database using best efforts to capture all
accounts within the City limits.
• The Supplier, with assistance from the City, using available City resources and
publicly available material shall screen out customers who are not located within
the City limits. Those resources may include any or all of the following: property
records, water and/or sewer records, fire and/or police department address
records, 911 address records, street listings, City maps, internet maps, county
parcel mapping databases, and geographical information systems (GIS).
• Ineligible accounts will be screened out based on codes provided in the ComEd
data.
• The data shall be reviewed to see that all zip codes have been included, all
streets included, all customer classes, all customer rate schedules, and finally
that an expected total for a community of this population was turned over.
• Any suspected omissions will be reported to ComEd along with a request to
furnish that data.
6. Opt -Out Process
The City is using an Opt -Out form of Governmental Aggregation under the Act. Any
such person that opts -out of the aggregation program pursuant to stated procedure will
default to the standard service offer provided by ComEd until the person chooses an
alternative supplier.
When a successful supply offer is found, the City shall order the eligible customer list
from ComEd. ComEd shall turn over the list to the City upon request within a
reasonable time period. Once the City obtains the list, it will be shared with the selected
Supplier and they will have thirty (30) days from the City's receipt of the data to mail the
Opt -out Notices to all eligible Members receiving an offer.
The selected Supplier will be required to pay for printing and mailing of Opt -out Notices.
The notices will be mailed to the owner or occupant residing at the electric account
mailing address shown on ComEd's customer list. The selected Supplier and the City
• will agree upon the format and content of the Opt -out Notice prior to mailing the notice
to eligible Members. A City official will sign the notice and it will contain the City's name
Page 6 of 11
and logo on the outside of the envelope to clearly indicate to the recipient that it is a
notice from the City. The City will review and approve any additional attachments to be
included in the opt -out notices.
Prior to mailing the Opt -out Notices, a thorough review will be performed of the
customer list to ensure that all eligible Members receive the Opt -out notice. The review
process will include the efforts of numerous parties and utilize a number of resources as
specified in Section 5 of this Plan.
Following acceptance of an offer by the City, the Supplier will mail the Opt -out Notices
to eligible Members receiving an offer. Members will have at least twenty-one (21) days
from the postmark date on the notice to postmark the return opt -out card if they do not
wish to participate in the City's program. The Supplier shall offer at least 2 additional
means of opting out, such as, a toll -free phone number, website, or email address. The
selected Supplier will not enroll the accounts which affirmatively opted out of the
Program.
In the event that an eligible Member is inadvertently omitted from the Program, the
Supplier shall, upon request, enroll the eligible Member at the group rate for the
remaining term.
All members of the Program will also be given an opportunity to opt -out without penalty
at least once every three (3) years.
•
Procedure Steps:
a. The selected Supplier and the City will agree upon the format of the Opt -out
Notice and other documents to be included in the mailing prior to mailing it to eligible
Members.
b. The selected Supplier will distribute an Opt -Out Form to all eligible Members via
first-class U.S. Mail.
c. Recipients will have at least twenty-one (21) days from the postmark on the Opt -
out Notice to notify the selected Supplier if they do not want to be part of the
Program.
d. Members will be able to opt -out by returning an opt -out card via U.S. Mail to the
selected Supplier. The Supplier shall offer at least two additional means of opting
out, such as a toll -free phone number, website, email address, or fax number.
e. The opt -out notice will clearly notify the Program Members of the rates to be
charged for electricity and other terms of the contract with the selected supplier.
f. The selected Supplier will not enroll those accounts opting out from the Program.
g. Additionally, Members who do not opt -out under step d above will receive written
notification from ComEd stating that they are about to be switched to the new
Supplier. The ComEd notice will inform the Member that they have seven (7) days
to rescind the contract by contacting ComEd.
7. Customer Classes Included
Page 7of11
.7
•
The Program provides for universal access and equitable treatment of all eligible
customers. Utility rules approved by the Illinois Commerce Commission ("ICC") or other
regulatory agencies may limit eligibility to enroll in the aggregation program.
The following eligibility requirements apply:
• Customers must not have opted -out of the Program
• Customers must not be supplied generation service from another supplier
• Commercial customers must have a Peak Demand of <= 100kW
• Residential customers must live within the City limits
• Customers must not be an "hourly rate" ComEd customer
• Customers must not be on ComEd's residential electric heat rate
• Customers must not be on ComEd's "bundled hold"
Customers receiving power from ComEd under particular tariffs as they may be
approved and/or amended by the Illinois Commerce Commission from time to time may
not be eligible to enroll in the aggregation program.
While providing for universal access to all eligible customers, specific savings for each
such customer may depend upon the load usage patterns of that customer. Thus, a
Supplier's offer may not provide to all Members equal economic savings opportunity as
compared to ComEd's prevailing rate
• 8. Billing Procedures
•
The Program will utilize the coordinated billing services of ComEd and the selected
Supplier. Customers will receive a single bill from ComEd that itemizes among other
things, the cost of generation provided by the Supplier.
Members are required to remit and comply with the payment terms of ComEd. The City
will not be responsible for late or no payment on the part of any of the Members.
Furthermore, slow or no payment on the part of some Members will not adversely
impact the rates charged to other Members.
9. Credit / Deposit Requirements
Collection and credit procedures remain the responsibility of ComEd, the selected
Supplier, and the individual Member. Members are required to remit and comply with
the payment terms of ComEd and/or the Supplier. This Program will not be responsible
for late or no payment on the part of any of its Members. The City will have no separate
credit or deposit policy.
10. Procedures for Handling Customer Complaints and Dispute Resolution
Page 8 of 11
Members have multiple means of addressing complaints. As a general rule, concerns •
regarding service reliability should be directed to ComEd, billing questions should be
directed to ComEd or the selected Supplier, and any unresolved disputes should be
directed to the ICC.
11. Moving Into the City
Residents and businesses that move into the City will NOT be automatically included in
the City's Program. However, customers wishing to opt -in to the Program may contact
the Supplier to obtain enrollment information. There is no guarantee that customers
opting -in at a later date will receive the same price as did the initial participants.
12. Moving Within the City and Maintaining the Same Account Number
The selected Supplier shall continue service at the same rate and under the same terms
and conditions for any Member who relocates within the City prior to the expiration of
the contract term, providing that the Member notifies the Supplier of their desire to do so
with thirty (30) days notice. Moving within the City may cause the Member to be served
for a brief period of time by ComEd. The Supplier shall have the right to bill the
participant for any associated switching fee imposed by ComEd. Members may also
opt -out without penalty under these circumstances.
13.Joining the Aggregation Group after Opting -Out
Members who have left the aggregation group and wish to rejoin at a later date are
treated in the same manner as new residents moving into the City. These customers
may contact the Supplier at any time to obtain enrollment information. There is,
however, no guarantee that customers opting -in at a later date will receive the same
price as did the initial participants.
14.Joining the Aggregation Group after ending an agreement with another
Supplier
Residents and businesses that were under contract with a Supplier at the start of the
Program were not initially eligible for the program. However, they can join the program
at a later date once their contract with their current Supplier has ended. These
customers may contact the Supplier at any time during the Term of the program to
obtain enrollment information. There is, however, no guarantee that customers opting -
in at a later date will receive the same price as did the initial participants.
15. Reliability of Power Supply
The Program will only affect the generation source of power. ComEd will continue to
deliver power through their transmission and distribution systems. Responsibility for •
maintaining system reliability continues to rest with ComEd. If members have service
Page 9of11
• reliability problems, they should contact ComEd for repairs. The ICC has established
"Minimum Reliability Standards" for all utilities operating distribution systems in Illinois.
Customer outages, duration of outages, interruptions, etc., are monitored to ensure
reliability remains at satisfactory levels.
In addition to maintaining the "wires" system, ComEd is required to be the "Provider of
Last Resort." This means, should the selected Supplier fail for any reason to deliver
any or all of the electricity needed to serve the Members needs, ComEd will
immediately provide for the shortfall. ComEd would then bill the Supplier for the power
provided on their behalf. The Supplier cannot pass on the additional costs incurred to
the Members from charges by ComEd from performing services and supply as a last
resort.
16. Supplier Qualification Process
The City will conduct a qualifications process to identify Suppliers which are qualified to
provide electric power to the Program. Only Suppliers meeting strict criteria and
providing complete responses to the request for qualifications will be considered for the
firm pricing process. A summary of key qualifications criteria is provided below:
• Certified by the Illinois Commerce Commission.
• Registered with ComEd to do business in their service territory. Both the
certification and registration ensure that Suppliers possess the managerial,
• technical, and financial competence to perform the services they offer.
• Agree to sign the Master Service Agreement with the City as provided in the
request for qualifications documentation.
• Demonstrate creditworthiness by possessing an investment grade long-term
bond rating from a major rating agency.
• Submit a complete response to the request for qualifications including the
submission of references, completed certification forms litigation history, detailed
scope of work, and company history and experience.
Pursuant to 20 ILCS 3855/1-92, Supplier shall:
Provide for universal access to all applicable residential customers and equitable
treatment of applicable residential customers.
Describe demand management and energy efficiency services to be provided to
each class of customers.
Meet any requirements established by law concerning aggregated service
offered pursuant to the 20 ILCS 3855/1-92.
The following factors will be evaluated for each Supplier that submits a proposal:
• The qualifications of the Supplier to conduct a municipal aggregation based on
• references, past experience, financial information and litigation information.
• Rate and power mix.
Page 10 of 11
• Willingness of Supplier to execute the proposed Master Agreement to Provide •
Services to an Aggregated Group
• Completeness of Proposal.
• Proposed aggregation implementation plan.
• Quality of customer service procedures and resources.
Suppliers which are found to be responsive and qualified will be notified as such and will
be formally invited to submit firm pricing following the adoption of this Plan.
17. Miscellaneous
The operation of the City's Program may be impacted by any of the following:
• Amendments to the Act
• Federal Energy Regulatory Commission (FERC) tariffs that may be enacted or
amended from time to time.
• Illinois Commerce Commission (ICC) rules and regulation as may be enacted or
amended from time to time.
• ComEd tariffs as approved or amended from time to time by the ICC.
• Federal, state, and local laws.
• Rules, regulations, and orders approved or enacted by federal, state, or local
regulatory agencies.
The City will maintain a copy of this Plan of Operation and Governance on file at its •
administrative office. This Plan will be kept available for public inspection. It will, upon
request, be copied for any existing or potential Member of the aggregation in
accordance with the City rules for copying public documents.
•
Page 11 of 11
• MASTER AGREEMENT TO PROVIDE SERVICES TO AN AGGREGATED GROUP
• BETWEEN
r�
•
•
THE CITY OF EVANSTON, ILLINOIS
Vtiu
CONSTELLATION NEWENERGY, INC.
r f 4C P-r L 30 , za t 2
PPt�y�-D t3`i �., ,i~f L..C?UF4caL c3YJ
94sE'D o�j Q,CM0 AZtE `P UKG 7-FP IZ-tU!�
This Master Agreement ("Agreement"), is entered into as of this 1st day of May,
2012 ("Effective Date") by and between Constellation NewEnergy, Inc. ("Constellation
NewEnergy'), an Illinois Corporation with its principal place of business at 550 W.
Washington Blvd, Suite 300, Chicago, Illinois and The City of Evanston, an Illinois
municipality, with its principal place of business at 2100 Ridge Avenue, Evanston, Cook
County, County, Illinois ("The City of Evanston", "Evanston" or "Governmental
Aggregator"). Collectively Constellation NewEnergy and Evanston shall be referred to
collectively as the "Parties".
RECITALS
A. Constellation NewEnergy is certified by the Illinois Commerce
Commission ("ICC") as an Alternate Retail Electric Supplier ("ARES") to sell competitive
retail electric service to customers in the State of Illinois utilizing the existing
transmission and distribution systems. Constellation NewEnergy is certified by the ICC
to operate as an ARES in the service areas of Ameren Illinois Company and
Commonwealth Edison Company.
B. Constellation NewEnergy (directly or through its affiliates) is an energy
services provider with extensive experience in the provision of a broad range of energy
related services.
C. Constellation NewEnergy sells electricity and related services and
equipment ("Retail Electric Supply") to corporate authorities of municipalities or boards
of county supervisors acting as governmental aggregators of residential and small
commercial retail electrical loads located within the municipality or the unincorporated
areas of the county, as authorized by 20 ILCS 3855/1-92 of seq. ("Act").
D. Both Parties have the corporate, governmental and/or other legal
capacity(s), authority(s) and power(s) to execute and deliver this Agreement and related
agreements and to perform its obligations hereunder.
E. The City of Evanston has adopted an ordinance (the "Aggregation
Ordinance") under which it may aggregate, in accordance with the Act, residential and
small commercial retail electrical loads located within the corporate limits of the City of
Evanston for the purpose of soliciting and entering into service agreements to facilitate
for those loads the sale and purchase of Retail Electric Supply (the "Aggregation
Program").
F. Evanston duly adopted Ordinance 37-0-12, which enables the Electrical
Aggregation Program as an opt -out program under the Act and has complied with all the
requirements of the Act to operate an opt -out program.
•
•
G. By this Agreement, the City of Evanston and Constellation NewEnergy
desire to enter into a mutually beneficial energy and services provisions relationship
whereby Constellation NewEnergy shall provide Retail Electric Supply and related
administrative services ("Administrative Services") necessary to fulfill the obligations of •
this Agreement.
2
• H. The City of Evanston desires to enter into this Agreement with
• Constellation NewEnergy to provide Retail Electric Supply to applicable residential and
small commercial retail customers through the Aggregation Program.
NOW, THEREFORE, in cons4deration of the mutual covenants and agreements
set forth herein, and for other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
GENERAL REQUIREMENTS
1.1 Governmental Aggregator Obliqations and Authoritv.
1.1.1 The Governmental Aggregator: (1) shall take all necessary action as required by
the Act to develop, adopt and maintain an Aggregation Program for all applicable
residential and small commercial retail customers, within its boundaries (the
"Aggregation Area") that the Governmental Aggregator has determined are eligible to
participate in the Aggregation Program ("Eligible Customers"); (2) shall request the
names and addresses of Eligible Customers from the electric utility that provides
residential and small commercial retail electric service in the Aggregation Area (the
"Electric Utility'); (3) shall hold and publish notice of any required public meetings
regarding the Aggregation Program; and (4) hereby authorizes Constellation
NewEnergy to contract for Retail Electric Supply with those Eligible Customers that do
not opt -out of the Aggregation Program, rescind their switch to Constellation
NewEnergy as part of their enrollment in the Aggregation Program, otherwise terminate
their participation in the Aggregation Program, or have their participation terminated by
the Governmental Aggregator, or their Retail Electric Supply terminated by Constellation
NewEnergy or the Electric Utility ("Aggregation Program Customer" or "Participating
Customer").
1.1.2 The Governmental Aggregator shall, on a best efforts basis and in a timely
manner, forward to Constellation NewEnergy all notices from the Electric Utility
concerning Participating Customers' accounts served pursuant to this Agreement,
including but not limited to verbal or written notices regarding transition costs, changes
in the terms and conditions of tariffs, rates or riders, and notices concerning the
operation and reliability of the Electric Utility's system.
1.1.3 Governmental Aggregator has the authority to designate, and has designated
Constellation NewEnergy as its ARES for the Eligible Customers for the Term of this
Agreement.
1.1.4 During the Term of this Agreement, the Governmental Aggregator hereby grants
Constellation NewEnergy the exclusive rights to provide Retail Electric Supply to the
Eligible Customers.
• 1.1.5 Customer Data and Load Forecast Information. Submit to Commonwealth
Edison a request for the identification of the Eligible Customers located within the
• boundaries of the City of Evanston that are in the delivery class(es) that will be included
3
in the Aggregation and transfer such data to Constellation NewEnergy with the •
customer address information only. (Note this data is obtained by the City of Evanston .
pursuant to Commonwealth Edison's tariff, Rate GAP (hereinafter "Rate GAP") and will
be used by Constellation NewEnergy for mailing Informational Materials).
1.1.6 Service Inquiries and Service Notices to Customer. Participating Customers
may direct inquiries regarding this Agreement, and Retail Electric Supply provided
hereunder, and any electric generation supply or billing questions, to Constellation
NewEnergy at the address and phone number provided in Section 11.1, which address
and phone number shall be provided in communications with Participating Customers
regarding the Aggregation Program. Participating Customers should direct inquiries
concerning Electric Utility related emergency, power outage, wire or service
maintenance, metering, Electric Utility service billing or other similar Electric Utility
related concerns to the Electric Utility.
1.1.7 Point of Sale. Governmental Aggregator and Participating Customers
acknowledge and agree that Constellation NewEnergy shall have no responsibility for
damage to any property, or to any equipment or devices connected to the Participating
Customers' electrical system.
ARTICLE 2
CONSTELLATION NEWENERGY OBLIGATIONS
2.1 Constellation NewEnergy Obligations.
2.1.1 Commencing on the Effective Date and during the Term, subject to the terms of
this Agreement, Constellation NewEnergy shall provide Retail Electric Supply (subject
to the terms of the appropriate transmission and/or distribution tariffs) sufficient to serve
the total electric generation needs of the small commercial retail and residential
Aggregation Program Customers. Constellation NewEnergy shall arrange for the
delivery of Retail Electric Supply in accordance with the requirements of the
Participating Customers' respective Electric Utility and Independent System Operator
("ISO") or Regional Transmission Organization ("RTO") according to the rules,
regulations, and tariffs governing Retail Electric Supply from an alternative supplier to
the Point of Delivery, recognizing that the Electric Utility provides utility distribution
service from the Point of Delivery to the Point of Sale. To the extent that any services
or requirements are provided by the Electric Utility, Constellation NewEnergy shall not
be responsible for the provision of such services. Notwithstanding the foregoing,
Constellation NewEnergy is not responsible for the performance or failure to perform of
the provider of such transmission, distribution, or ancillary services, or the
consequences of such performance or failure to perform.
2.1.2 Constellation NewEnergy shall be responsible for all acts necessary for
Constellation NewEnergy to perform its obligations hereunder, including but not limited
to the scheduling of delivery of Retail Electric Supply hereunder.
•
•
4
• 2.1.3 Constellation NewEnergy shall make available the fixed price, terms and
• conditions of the Master Agreement to all Evanston residential and small commercial
retail customers that may become eligible to participate in the Aggregation Program and
desire to join the Aggregation Program at any time during the term of the 'Master
Agreement.
2.1.4 Provide the City of Evanston with reports and information reasonably required by
the City of Evanston, including reports to provide competent and reliable evidence to
support its purchase and retirement of Renewable Energy Credits ("RECS") in a
sufficient quantity to offset the non -.renewable energy provided in the Mix specified in
the Price Quote. Constellation NewEnergy will provide quarterly reports showing the
number of Aggregation participants, total quantity of energy, and the Price for energy
provided to the Program as compared to the Utility default tariff services rates.
2.2 Subcontractinq. Constellation NewEnergy may not subcontract the performance
of its obligations under this Agreement.
2.3 Comply with Governance Plan. Constellation NewEnergy shall comply with all
the terms and conditions of the Act and shall comply with the Plan of Operation and
Governance (the "Plan") adopted by The City of Evanston, a copy of said Plan is
marked as Attachment "B" and made a part hereof as if fully set forth by this reference.
Constellation NewEnergy, at its own expense, shall be fully responsible to mail out all
required enrollment and opt -out notices to Eligible Customers according to the
requirements of the Act and any other applicable law and the form of the letter shall be
approved in advance by The City of Evanston, which approval shall not be
unreasonably withheld or delayed by The City of Evanston.
2.4 Eligible Customers that have Opted Out: After an Eligible Customer has indicated
its desire to opt -out of the Aggregation Program; the Constellation NewEnergy
acknowledges and agrees not to solicit any future business from the Eligible Customer
regarding Aggregation Program participation.
2.5 Comply with the Illinois Freedom of Information Act. Pursuant to the Illinois
Freedom of Information Act, 5 ILCS 140/7(2) ("FOIA"), records in the possession of
others whom the City has contracted with to perform a governmental function are
covered by the Act and subject to disclosure within limited statutory timeframes (five (5)
working days with a possible five (5) working day extension). Upon notification from the
City that it has received a Freedom of Information Act request that calls for records
within Constellation NewEnergy control, Constellation NewEnergy shall promptly
provide all requested records to the City so that the City may comply with the request
within the required timeframe. The City and Constellation NewEnergy shall cooperate to
determine what records are subject to such a request and whether or not any
exemptions to the disclosure of such records, or part thereof, is applicable.
Constellation NewEnergy shall indemnify and defend the City from and against all
• claims arising from the City's exceptions to disclosing certain records which
Constellation NewEnergy may designate as proprietary or confidential. Compliance by
the City with an opinion or a directive from the Illinois Public Access Counselor or the
5
Attorney General under FOIA, or with a decision or order of Court with jurisdiction over •
the City, shall not be a violation of this Section. is
ARTICLE 3
TERM AND TERMINATION
3.1 Term of Aareement and Termination.
3.1.1 This Agreement may be terminated prior to the expiration of the Term, in
compliance with this Agreement's provisions, if: (1) a Party exercises its right under
Article 6 to terminate this Agreement; (2) Constellation NewEnergy fails to maintain its
ICC Certification; or (3) any of the situations described in Section 3.3 occur and Parties
are unable to mutually negotiate modification(s) to the Agreement so that the adversely -
affected Party may be restored to a reasonably similar economic position that the
adversely -affected Party would have been in but for the occurrence of the events set
forth in Section 3.3. Otherwise, the Agreement shall terminate upon the expiration of
this Agreement's Term.
3.1.2 Term of Enrollment. Participating Customers shall remain enrolled in the
Aggregation Program until the Participating Customer exercises the right to opt -out, or
they otherwise terminate their participation in the Aggregation Program, their
participation in the Aggregation Program is terminated by the Governmental Aggregator,
their Retail Electric Supply is terminated by Constellation NewEnergy or the Electric
Utility, or their electric service is terminated by the Electric Utility or until this
Aggregation Program is terminated, whichever occurs first.
3.2 Interaction Between Termination Dates of this Agreement and Contracts with the.
Particir)atina Customer. Participating Customers initially enrolled in the Aggregation
Program shall receive Retail Electric Supply at the rate(s) set forth in this Agreement. If
this Agreement is terminated prior to the end of the Term due to a Regulatory Event,
then Retail Electric Supply will terminate early and the Participating Customers will be
switched to the applicable tariff services provided by the Electric Utility as required by
220 ILCS 5/16-103 and defined by its rates on file with the ICC pursuant to 220 ILCS
5/6 et seq. ("Tariff Service") in accord with the standard switching rules and applicable
notices. If this Agreement is terminated pursuant to the terms of Article 6, the Retail
Electric Supply will terminate early and the Participating Customers may choose
another ARES Provider or will be switched to the Tariff Service in accord with the
standard switching rules and applicable notices. The Participating Customers
agreements with the Supplier cannot be automatically renewed after the expiration of
the Term. In the event that the Term expires and a new Agreement with an ARES is not
in place, the Participating Customers will revert to ComEd as the supplier of the service.
3.3 Reaulatory Continaencies.
3.3.1 Regulatory Events. The following, as well as the events described in Section •
3.3.3 herein, will constitute a "Regulatory Event" governing the rights and obligations of
the Parties under this Agreement: 40
M
• If, due to the issuance of an order, or adoption
• (i) Illegality. � of, or change in, any
applicable law, rule, or regulation, or in the interpretation of any applicable law, rule, or
regulation, by any judicial, regulatory, administrative or government authority with
competent jurisdiction, it becomes unlawful for a Party to perform any obligation under
this Agreement.
•
•
(ii) Material Adverse Government Action. If (A) any regulatory agency or court
having competent jurisdiction over this Agreement requires a change to the terms of the
Agreement that materially adversely affects a Party(s), or (B) any regulatory or court
action which adversely and materially impacts a Party's ability to perform or otherwise
provide services pursuant to this Agreement.
(iii) New Taxes. If any tax or increases in such tax, or an application of such tax to a
new or different class of parties, is levied or enacted on Constellation NewEnergy and
effective after the Execution Date, except federal and state income taxes, employee
taxes or other taxes assessed against the business of Constellation NewEnergy as
opposed to the delivery of services under this Agreement.
3.3.2 Notice, Negotiation, and Early Termination. Upon the occurrence of a
Regulatory Event, the adversely affected Party shall give notice to the other Party that
such event has occurred. The Parties will mutually attempt to negotiate modification(s)
to the Agreement so that the adversely -affected Party may be restored to a reasonably
similar economic position that the adversely -affected Party would have been in but for
the occurrence of the Regulatory Event. If the Parties are unable, within thirty (30) days
of entering into negotiations, to agree upon modification(s) to this Agreement, the
adversely affected Party shall have the right, upon thirty (30) days notice, to terminate
this Agreement without liability and close out its obligations hereunder.
3.3.3 Regulatory Events Defined. Regulatory changes or rulings, legislative and
agency acts, and judicial rulings covered by preceding Section 3.3.1, include but are not
limited to: (i) material changes affecting Constellation NewEnergy's ICC Certification
applicable to this Agreement/franchise status, fees, costs, or requirements; (ii) other
material changes or clarifications of federal, state or local government certification,
licensing or franchise requirements for electric power suppliers; (iii) material changes to
existing or material new charges, fees, costs, and/or obligations, including without
limitation transmission or capacity requirements or charges, that may be imposed upon
Constellation NewEnergy by an ISO or a RTO, independent transmission provider,
federal law or government agency; (iv) material changes to existing or material new
charges, fees, costs, credits, emission allowance requirements, permitting requirements
and/or obligations associated with environmental or energy law and regulations
(including, without limitation, alternative energy requirements, carbon and greenhouse
gas, or other similar controls); and (v) other material changes to, or requirements of,
retail electric customer access or aggregation programs in a manner which will not
reasonably allow a Party or the Parties to perform economically hereunder.
VA
3.4 Termination Obligations. Termination of this Agreement shall not relieve either •isParty of the obligation(s) to pay amounts owed for actual performance of obligations
rendered prior to the termination of this Agreement.
3.5 Termination Notices. In the event of termination hereunder, the terminating Party
shall exercise its best efforts to communicate to the non -terminating Party the upcoming
possibility of termination. In the event that this Agreement is terminated prior to the end
of the Term, each individual Participating Customer of the Aggregation Program will be
provided written notification from the terminating Party of the termination of the
Agreement at least thirty (30) days prior to termination, and in compliance with other
regulatory or legal requirements and Participating Customers will also be notified of their
right to return to the Electric Utility or to select an alternate retail electric supplier. All
other notification(s) shall be in accordance with [CC requirements.
ARTICLE 4
ENERGY SCHEDULING, TRANSMISSION, PRICING AND DELIVERY
4.1 Schedulina, Transmission and Delivery of Power. During the Delivery Term,
Constellation NewEnergy shall schedule Energy as required by the RTO or other
transmission provider and the Electric Utility, and shall arrange for transmission and
distribution service to the Participating Customers. Constellation NewEnergy will
arrange for necessary electric distribution and transmission rights for delivery of such
Energy to provide the Retail Electric Supply hereunder and subject to the understanding
that Constellation NewEnergy has an obligation to make deliveries to Participating
Customer as set forth in Section 2.1 except pursuant to Sections 3.3 or Article 7 of this
Agreement. Constellation NewEnergy does not take responsibility for any delivery of
services supplied by the Electric Utility or RTO, or for the consequences of the failure to
provide such services. Constellation NewEnergy shall not be responsible to
Participating Customer in the event the Electric Utility or RTO disconnects, suspends,
curtails or reduces service to Participating Customer (notwithstanding whether such
disconnection is directed by the ISO) in order to facilitate construction, installation,
maintenance, repair, replacement or inspection of any of the Electric Utility's facilities, or
to maintain the safety and reliability of the Electric Utility's electrical system, or due to
emergencies, forced outages, potential overloading of the Electric Utility's transmission
and/or distribution circuits, or Force Majeure or for any other reason permitted by the
Electric Utility's tariff or any other acts or omissions of the Electric Utility.
4.2 Pricing, During the Delivery Period, Constellation NewEnergy shall provide Retail
Electric Supply to all Participating Customers at the price set forth on the Pricing
Attachment. There will be no discount given on such charges as transmission and
ancillary services if they are identified in a separate tariff or rider approved by the ICC.
4.3 Failure of Deliverv. In the event that Constellation NewEnergy fails to schedule
all or part of the Retail Electric Supply as set forth herein and Constellation
NewEnergy's failure is not due to a Force Majeure Event, and a Participating Customer •
is required to obtain and pays for Tariff Service or other Energy supply arrangement
necessary to cure such Energy deficiency, Constellation NewEnergy shall reimburse
• Participating Customer, on the later of ten 10 days after receipt of invoice or the date
p g ( ) Y p
payment would otherwise be due to Constellation NewEnergy, an amount determined
by multiplying (a) the aggregate deficiency in the Retail Electric Supply by (b) the
Replacement Price. IN THE EVENT OF CONSTELLATION NEWENERGY'S FAILURE
TO PERFORM DUE TO A NON -FORCE MAJEURE EVENT, CONSTELLATION
NEWENERGY'S OBLIGATION TO PAY SUCH AMOUNT DURING THE PERIODS OF
NON -DELIVERY SHALL BE THE GOVERNMENT AGGREGATOR'S AND THE
PARTICIPATING CUSTOMERS' SOLE REMEDY FOR CONSTELLATION
NEWENERGY'S FAILURE TO DELIVER ENERGY PURSUANT TO THE TERMS OF
THIS AGREEMENT.
ARTICLE 5
BILLING AND PAYMENTS
5.1 Additional Costs. In addition to the pricing described in Section 4.2 and the
Pricing Attachment, Constellation NewEnergy will charge Participating Customers for
any and all fees, costs, and obligations imposed by an ISO or a RTO on Constellation
NewEnergy that are not otherwise reimbursed by the Electric Utility to Constellation
NewEnergy, regardless of whether such charges are greater than, less than, or equal to
the charges a Participating Customer currently pays for these services to the Electric
Utility ("Transmission and Ancillary Charges"). Constellation NewEnergy will pass these
Transmission and Ancillary Charges, which may be variable, through to the Participating
Customers, and Participating Customers will receive no discount or percent -off of these
Transmission and Ancillary Charges. Such pass through includes, without limitation,
the cost of Network Integration Transmission Services, Transmission Losses and
Ancillaries (as such terms are used by the ISO), distribution line losses and distribution
service charges assessed by the Electric Utility on Constellation NewEnergy and/or its
customers, and any capacity requirement imposed on Constellation NewEnergy by an
ISO or a RTO.
5.2 Billing. Billing shall be provided by the Electric Utility under a consolidated billing
format pursuant to the Electric Utility's tariff provisions and ICC rules applicable to
Participating Customer(s). If a Participating Customer fails to pay amounts due within
the specified time period for said payments in accord with the Electric Utility's tariff and
ICC regulations, Constellation NewEnergy retains the right to assess late payment fees
on, or deem such non-payment a default of Participating Customer for purposes of
Section 6.1.1 of this Agreement. Constellation NewEnergy may not convert
Participating Customer from consolidated billing to dual billing, or from dual billing to
consolidated billing if such a conversion will facilitate more timely billing, collections,
and/or payment, without the prior written consent of the City of Evanston and such
consent shall not be unreasonably withheld or delayed.
ARTICLE 6
• DEFAULT AND REMEDIES
6.1 Event of Default.
9
6.1.1 A "City of Evanston Event of Default" shall mean the occurrence of any of the • following and the passage of any cure period set forth therein: i
(i) Any representation or warranty made by the City of Evanston in Article 9
hereunder is false or misleading in any material respect when made;
(ii) The non -excused failure to perform any material covenant or obligation set forth
in this Agreement (other than that set forth in (i) above) and such failure is not remedied
within thirty (30) days after written notice thereof unless the cure requires longer than
the thirty (30) days to effect and the City of Evanston is diligently working towards such
cure; and
6.1.2 A "Constellation NewEnergy Event of Default" shall mean the occurrence of
any of the following and the passage of any cure period set forth therein:
(i) the failure to make, when due, any undisputed payment required pursuant to this
Agreement if such failure is not remedied within ten (10) Business Days after written
notice;
(ii) any representation or warranty made by Constellation NewEnergy in Article 9
hereunder is false or misleading in any material respect when made or when deemed
made;
(iii) the non -excused failure to perform any material covenant or obligation set forth
in this Agreement (other than that set forth in (i) above and as set forth in Section 4.3) if
such failure is not remedied within thirty (30) days after written notice thereof, unless the
cure period reasonably requires more than thirty (30) days to effect and Constellation
NewEnergy is diligently working towards such cure; and
6.2 Riahts and Remedies.
6.2.1 Rights and Remedies for a City of Evanston Event of Default. Subject to other
provisions of this Agreement, if the City of Evanston is the defaulting Party hereunder,
so long as such the City of Evanston Event of Default shall have occurred and be
continuing, Constellation NewEnergy shall have the right to (i) designate a date ("Early
Termination Date"), no earlier than the day such notice is effective and no later than
twenty (20) days after such notice is effective, on which this Agreement shall terminate
and to terminate this Agreement on the Early Termination Date, (ii) suspend
performance under this Agreement, and/or (iii) have all rights and remedies available in
law and equity. In addition to the foregoing remedies, Constellation NewEnergy shall
have the right to seek the remedies of specific performance of The City of Evanston's
and Participating Customers' obligations hereunder and/or injunctive relief to continue to
provide Retail Electric Supply hereunder.
6.2.2 Rights and Remedies for a Constellation NewEnergy Event of Default. Subject
to other provisions of this Agreement, if Constellation NewEnergy is the defaulting Party •
hereunder, so long as such Constellation NewEnergy Event of Default shall have
occurred and be continuing, the City of Evanston shall have the right to (i) designate an
10
• Early Termination Date, no earlier than the day such notice is effective and no later than
• 20 days after such notice is effective, and to terminate this Agreement on the Early
Termination Date, (ii) suspend performance under this Agreement, and/or (iii) have all
rights and remedies available in law and equity. In addition to the foregoing remedies,
the City of Evanston shall have the right to seek the remedies of specific performance
and/or injunctive relief.
6.2.3 Duty to Mitigate. Each Party agrees that it has a duty to mitigate damages and
covenants that it will use commercially reasonable efforts to minimize damages it may
incur as a result of the other Party's failure to perform pursuant to this Agreement.
ARTICLE 7
FORCE MAJEURE
7.1 Excused Failure to Comply. Neither Party shall be considered to be in default in
the performance of its obligations under this Agreement, if its failure to perform results
directly or indirectly from a Force Majeure Event. If despite its commercially reasonable
efforts, either Party is unable, wholly or in part, to meet its obligations under this
Agreement due to a Force Majeure Event, the obligations of each Party, other than the
obligation to make payments due for performance rendered hereunder, so far as they
are affected by such Force Majeure Event, shall be suspended during such period of
the Force Majeure Event. The Party claiming excuse due to a Force Majeure Event
shall exercise commercially reasonable efforts and due diligence to remove the inability
to perform as soon as reasonably possible so that the affected period shall be no longer
than that necessarily affected by the Force Majeure Event and shall exercise
commercially reasonable efforts and due diligence to mitigate the effects of the Force
Majeure Event. Nothing contained in this Section 7.1 shall be construed as requiring a
Party to settle any strike or labor dispute in which it may be involved.
7.2 Force Maieure Event. For purposes of this Agreement, a "Force Majeure Event"
shall mean any non -economic cause beyond the reasonable control of the Party
affected and shall include, but not be limited to, Acts of God, winds, floods,
earthquakes, storms, droughts, fires, pestilence, destructive lightning, hurricanes,
washouts, landslides, tornadoes and other natural catastrophes; strikes, lockouts, labor
or material shortage, or other industrial disturbances; acts of the public enemies,
epidemics, riots, civil disturbances or disobedience, sabotage, wars or blockades; the
failure of facilities, governmental actions such as necessity to comply with any court
order, law, statute, ordinance or regulation promulgated by a governmental authority, a
change in law or court order; provided, however, that any such discretionary acts, failure
to act or orders of any kind by Government Aggregator may not be asserted as a Force
Majeure Event by Government Aggregator; or any other reasonably unplanned or non-
scheduled occurrence, condition, situation or threat not covered above and not caused
by a Party's action or inaction, which renders either Party unable to perform its
obligations hereunder, provided such event is beyond the reasonable control of the
. Party claiming such inability. A change in economic electric power market conditions
shall not constitute a Force Majeure Event. Failure or interruptions, including without
• limitation, government ordered interruptions, on the systems of generation, transmission
11
or distribution relied upon for supplying Energy under this Agreement shall constitute a •
Force Majeure Event provided that Constellation NewEnergy has arranged for service •
on these systems at a level of firmness as required to provide the Retail Electric Supply
agreed upon herein.
7.3 Notification. If either Party is unable to perform any of its obligations under this
Agreement due to a Force Majeure Event, then said Party shall notify the other Party in
writing as soon as possible, but no later than seventy-two (72) hours after the start of
the Force Majeure Event. The written notice shall include a specific description of the
cause and expected duration of the Force Majeure Event.
ARTICLE 8
INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1 The Constellation NewEnergy shall defend, indemnify and hold harmless
Evanston and its officers, elected and appointed officials, agents, and employees from
any and all liability, losses, or damages as a result of claims, demands, suits, actions, or
proceedings of any kind or nature, including but not limited to costs, and fees, including
attorney's fees, judgments or settlements, resulting from or arising out of any negligent
or willful act or omission on the part of the Constellation NewEnergy employees, or
agents during the performance of this Agreement. Such indemnification shall not be
limited by reason of the enumeration of any insurance coverage herein provided. This
provision shall survive completion, expiration, or termination of this Agreement.
8.2 Nothing contained herein shall be construed as prohibiting the City, or its officers,
agents, or employees, from defending through the selection and use of their own
agents, attorneys, and experts, any claims, actions or suits brought against them. The
Constellation NewEnergy shall be liable for the costs, fees, and expenses incurred in
the defense of any such claims, actions, or suits. Nothing herein shall be construed as a
limitation or waiver of defenses available to the City and employees and agents,
including but not limited to the Illinois Local Governmental and Governmental
Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq.
8.3 At Evanston's option, Constellation NewEnergy must defend all suits brought
upon all such losses and must pay all costs and expenses incidental to them, but the
City has the right, at its option, to participate, at its own cost, in the defense of any suit,
without relieving Constellation NewEnergy of any of its obligations under this
Agreement. Any settlement of any claim or suit related to this Project by Constellation
NewEnergy must be made only with the prior written consent of the City of Evanston's
Corporation Counsel, if the settlement requires any action on the part of the Evanston.
8.4 To the extent permissible by law, Constellation NewEnergy waives any limits to
the amount of its obligations to indemnify, defend, or contribute to any sums due under
any Losses, including any claim by any employee of Constellation NewEnergy that may
be subject to the Illinois Workers Compensation Act, 820 ILCS 305/1 et seq. or any •
other related law or judicial decision, including but not limited to, Kotecki v. Cyclops
Welding Corporation, 146 III. 2d 155 (1991). The City, however, does not waive any
12
•
• limitations it may have on its liability under the Illinois Workers Compensation Act, the
Illinois Pension Code or any other statute.
8.5 The Constellation NewEnergy shall be responsible for any losses and costs to
repair or remedy work performed under this Agreement resulting from or arising out of
any act or omission, neglect, or misconduct in the performance of its Work. Acceptance
of the work by the City will not relieve the Constellation NewEnergy of the responsibility
for subsequent correction of any such error, omissions and/or negligent acts or of its
liability for loss or damage resulting there from.
8.6 INDEMIFICATION BY EVANSTON. Evanston agree to defend, indemnify and
hold harmless Constellation NewEnergy and its affiliates and their respective
employees, directors, managers, officers, owners, attorneys and representatives and
each of their respective successors and assigns (each, a "Constellation NewEnergy
Indemnified Person") fro and against any and all losses, damages, claims, deficiencies,
judgments, liabilities, costs and expenses, and any and all claims, proceedings, suits,
settlements or other proceedings of every nature, kind and descriptions whatsoever,
including without limitation, reasonable attorneys' fees, disbursements and court costs
(collectively, "Losses") incurred or suffered by an Constellation NewEnergy indemnified
person arising out of or relating to (A) a breach by Evanston of any of its
representations, warranties or covenants contained herein, (B) the negligence or willful
misconduct of Evanston, or (C) any improper or illegal actions or omissions of
Evanston; in each case, except to the extent such losses are determined by a court of
competent jurisdiction by final and non -appealable judgment to have resulted from the
breach of this agreement, gross negligence or willful misconduct of Constellation
NewEnergy.
8.7 LIMITATION OF LIABILITY. Except as otherwise specifically provided herein, in
no event will either party be liable under this agreement o the other party, to a customer
or third party for any incidental, indirect, special, consequential or punitive damages in
connection with or arising out of any performance or non-performance of this agreement
or any event of default, regardless of whether such claims are based upon breach of
warranty, tort (including but not limited to negligence of any degree), strict liability,
contract, operation of law, equity or otherwise.
8.8 All provisions of this Section shall survive completion, expiration, or termination
of this Agreement.
ARTICLE 9
REPRESENTATIONS AND WARRANTIES
9.1 Representations and Warranties by Constellation NewEnergy.
9.1.1 Constellation NewEnergy hereby represents and warrants to the City of
• Evanston as of the Effective Date as follows:
•
13
•
(i) Constellation NewEnergy is a corporation, duly formed, validly existing and in •
good standing under the laws of the State of Delaware and certified as an Alternative
Retail Electric Supply in the State of Illinois.
(ii) Constellation NewEnergy has all authorizations from any governmental authority
necessary for it to legally perform its obligations under this Agreement or will obtain
such authorizations in a timely manner prior to when any performance by it requiring
such authorization becomes due;
(iii) The execution and delivery of, and performance under, this Agreement are
within Constellation NewEnergy's powers, have been duly authorized by all necessary
action and do not violate, conflict with or breach any of the terms or conditions in its
governing documents or any contract to which it is a party or any governmental rule
applicable to it;
(iv) This Agreement has been duly executed and delivered by Constellation
NewEnergy, and this Agreement (assuming due authorization, execution and delivery of
all Parties) constitutes legal, valid and binding obligations of Constellation NewEnergy
enforceable against it in accordance with its terms, subject to bankruptcy, insolvency,
reorganization and other laws affecting creditor's rights generally and general principles
of equity, regardless of whether such enforceability is considered in a proceeding in
equity or at law; and
(v) No Bankruptcy is pending against it or to its knowledge threatened against it.
(vi) None of the documents or other written information furnished by or on behalf of
Constellation NewEnergy to the City of Evanston and the Request for Proposal contains
any untrue statement of a material fact or omits to state any material fact or is
misleading. Constellation NewEnergy is not in default with any order, writ, injunction or
decree of any court or federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, which would
prevent Constellation NewEnergy from complying with the terms and conditions of this
Agreement.
(vii) That there are no actions, proceedings or investigations pending or threatening
Constellation NewEnergy before any court or before any governmental department,
commission, board, agency or instrumentality, nor does Constellation NewEnergy know
or have reasonable ground to know of any basis for any such action, proceeding or
investigation against Constellation NewEnergy which would prevent Constellation
NewEnergy from complying with the terms and conditions of this Agreement.
(viii) That Constellation NewEnergy will carry, at its own expense, secure and
maintain in effect throughout the duration of this agreement, insurance against claims
for injuries to persons or damages to property which may arise from or in connection
with the performance of the Work hereunder by the Constellation NewEnergy, its
agents, representatives, employees.
14
•
(ix) The Constellation NewEnergy shall comply with all federal, state, and local
statutes, regulations, rules, ordinances, judicial decisions, and administrative rulings
applicable to its performance under this Agreement.
9.2 Representations and Warranties by the City of Evanston.
9.2.1 Government Aggregator hereby represents and warrants to Constellation
NewEnergy as of the Effective Date as follows:
(i) The City of Evanston has complied with requirements under the Act for the City
of Evanston to provide for the aggregation of electrical loads for residential and small
commercial retail customers within the corporate limits of the City of Evanston as an
opt -out program;
(ii) The City of Evanston has all authorizations from any governmental authority
necessary for it to legally perform its obligations under this Agreement;
(iii) The execution and delivery of, and performance under, this Agreement are within
The City of Evanston's powers, have been duly authorized by all necessary action and
do not violate, conflict with or breach any of the terms or conditions in its governing
documents or any contract to which it is a party or any governmental rule applicable to
it. Neither the execution nor delivery by the City of Evanston of this Agreement nor the
consummation by the City of Evanston of the transactions contemplated hereby or
thereby does or will result ,a breach or violation of the Agreement establishing The City
of Evanston's Aggregation Group, or its bylaws, or any material provision of the
governance document related thereto;
(iv) This Agreement has been duly executed and delivered by the City of Evanston,
and this Agreement (assuming due authorization, execution and delivery of all Parties)
constitutes legal, valid and binding obligations of the City of Evanston, enforceable
against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization and similar laws affecting creditors' rights and
remedies generally, to general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law;
(v) The City of Evanston is entering into this Agreement with a full understanding of
all of the risks hereof (economic and otherwise), and it is capable of assuming and
willing to assume those risks;
(vi) None of the documents or other written information furnished by or on behalf of
the City of Evanston or Eligible Customers to Constellation NewEnergy pursuant to this
Agreement contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
contained herein or therein, in the light of the circumstances in which they were made,
• not misleading;
• (vii) The City of Evanston has the contractual right to enter into this Agreement, to
contract with Constellation NewEnergy to supply Retail Electric Supply and
15
•
Administrative Services to meet the obligations of its Aggregation Program Customers,
and shall enforce its contractual agreements and rights.
ARTICLE 10
CONFIDENTIAL INFORMATION
10.1 Confidential Information. Constellation NewEnergy shall preserve the
confidentiality of the account information it receives as a result of the performance of its
obligations set forth herein. Constellation NewEnergy shall not disclose, use, sell or
provide customer account information to any person, firm or entity for a purpose outside
of the operation of the Program. This provision will survive the termination of the
Agreement. Notwithstanding the foregoing, Constellation NewEnergy may disclose
confidential account information as required by law, and any such disclosure shall not
be a violation of this Agreement. However, such disclosure shall not terminate the
obligations of confidentiality. Constellation NewEnergy agrees to give the City of
Evanston prompt notice of any discovery request or order, subpoena, or other legal
process requiring disclosure of any confidential account information. Constellation
NewEnergy shall provide the City of Evanston with sufficient advance notice as to give
the City of Evanston opportunity, at the Village's discretion and sole cost, to seek to
quash the subpoena, obtain a protective order or similar relief. Constellation
NewEnergy shall furnish only that portion of the confidential account information that is
required or necessary in the opinion of Constellation NewEnergy's legal counsel. In
addition,
10.2 Treatment of Information. Constellation NewEnergy shall use reasonable efforts
to obtain reasonable assurances that confidential treatment will be accorded any
account information so disclosed. All account information, shall be returned to the City
of Evanston at the conclusion of the services provided to the Aggregation as set forth in
Section 4.6. . Notwithstanding the foregoing, nothing herein shall prevent the use by
Constellation NewEnergy of such customer account information for the purpose of
communicating with its customers except for customers which have opted out of the
Aggregation Program.. In addition, nothing herein shall prevent Constellation
NewEnergy from using information in the public domain prior to its disclosure under this
Agreement.
ARTICLE 11
MISCELLANEOUS
11.1 Notices. Any notices, requests or demands regarding the services provided
under this Agreement and the Attachments shall be deemed to be properly given or
made (i) if by hand delivery, on the day and at the time on which delivered to the
intended recipient at its address set forth in this Agreement; (ii) if sent by U.S. Postal
Service mail certified or registered mail, postage prepaid, return receipt requested,
addressed to the intended recipient at its address shown below; or (iii) if by Federal
Express or other reputable express mail service, on the next Business Day after •
delivery to such express service, addressed to the intended recipient at its address set
forth in this Agreement. The address of a Party to which notices or other •
16
•
•
•
•
communications shall be mailed may be changed from time to time by giving written
notice to the other Party.
Constellation NewEnergy Inc.,
City of Evanston:
Frank Orcel
550 West Washington Blvd. Suite 300
Chicago, IL 60661
Phone: 410-470-5828 (office)
631-926-8374 (cell)
City Manager, Wally Bobkiewicz
2100 Ridge Avenue, Room 4500
Evanston, IL 60201
Phone: 847-866-2936
Fax: 847-448-8083
With a cor)v to:
Corporation Counsel, W. Grant Farrar
2100 Ridge Avenue, Room 4400
Evanston, IL 60201
With a copy to:
Director of Utilities, David Stoneback
555 Lincoln Street
Evanston, IL 60201
11.2 Entire Agreement. This Agreement, including all Attachments hereto, ccntains
all of the terms and conditions of this Agreement reached by the Parties, and
supersedes all prior oral or written agreements with respect to this Agreement. This
Agreement may not be modified, amended, altered or supplemented, except by written
agreement signed by all Parties hereto. No waiver of any term, provision, or conditions
of this Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or shall constitute a waiver of any other provision hereof, whether or
not similar, nor shall such waiver constitute a continuing waiver, and no waiver shall be
binding unless executed in writing by the Party making the waiver.
11.3 Waivers. Any request for a waiver of the requirements and provisions of this
Agreement shall be in writing and must be approved in writing by the non -waiving Party.
The failure of either Party to insist upon strict performance of such requirements or
17
provisions or to exercise any right under this Agreement shall not be construed as a •
waiver or relinquishment of such requirements, provisions or rights.
11.4 Applicable Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Illinois. Jurisdiction and the venue for any
cause of action between the Parties relating to the terms of this Agreement shall be filed
in either the circuit court of Cook County, Illinois or the Northern District Court of Illinois.
11.5 Controlling Provisions. In the event of any inconsistency between the terms
herein and the terms of the Attachments hereto, the provisions of the Agreement shall
control.
11.6 Severabilitv. Any provision in this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions or affecting
the validity or enforceability of such provision in any other jurisdiction. The non-
enforcement of any provision by either Party shall not constitute a waiver of that
provision nor shall it affect the enforceability of that provision or the remainder of this
Agreement.
117 Savinas Clause. If any provision of this Agreement, or the application of such
provision, shall be rendered or declared invalid by a court of competent jurisdiction, or
by reason of its requiring any steps, actions, or results, the remaining parts or portions
of this Agreement shall remain in full force and effect.
11.8. Non-Assianability. This Agreement shall not be transferred or assigned by either
Party without the express written authorization of the non -assigning Party, which
authorization shall not be unreasonably withheld; provided, however, that such
authorization may be withheld upon a reasonable determination that the proposed
assignee does not have at least the same financial and technical abilities.
Notwithstanding the foregoing, Constellation NewEnergy may, without the consent of
the City of Evanston or the Participating Customers, (a) transfer, sell, pledge, encumber
or assign this Agreement or the accounts, revenues or proceeds hereof in connection
with any financing or other financial arrangement; (b) transfer or assign this Agreement
to an affiliate of Constellation NewEnergy; or (c) transfer or assign this Agreement to
any person or entity succeeding to all or a substantial portion of the assets of
Constellation NewEnergy. Upon an assignment pursuant to (b) or (c), the City of
Evanston and the Participating Customers agree that Constellation NewEnergy shall
have no further obligations regarding future performance hereunder. Either Party's
assignee shall agree in writing to be bound by the terms and conditions of this
Agreement, including the Attachments. Subject to the foregoing, this Agreement and its
Attachments shall be binding upon and inure to the benefit of any permitted successors
and assigns, to the extent permitted by law.
11.9 Forward Contract. The Parties acknowledge and agree that (a) this Agreement
constitutes a forward contract within the meaning of the United States Bankruptcy Code,
and (b) Constellation NewEnergy is a forward contract merchant. •
18
•
•
11.10 Recitals. The Parties agree and acknowledge that the prefatory statements and
recitals in this Agreement are intended to be and shall be a part of the provisions of t�ls
Agreement.
11.11 Counterparts. This Agreement may be executed in one or more
counteroarts, each of which shall be deemed an original, but all of which shall together
constitute one instrument.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement to be effective
on the date first written above,
CONST15LLATION NEW NgRGY, INC.
Signed:
Typed Name:
Title: irc Vk�r
Date: Mw:l 410
J
I
is
0
CITY OF EVANSTON, ILLINOIS
Signed:WAV-ti �f����
Typed Name: W44�y B' obkiewIcz c-,
Title: City Manager
Date: �5— i -- ( —�--
Attest-City Clerk
l
E
ATTACHMENT A
PROGRAM TERMS
•
•
• Retail Electricity Supply Terms and Conditions of Service
• For the Aggregated Group between
The City of Evanston and Constellation NewEnergy, Inc.
AGREEMENT
These Terms and Conditions together with the City of Evanston's enrollment
information / opt -out notification will apply to the generation component of your
electric bill if you do not opt -out of the aggregation program adopted by the City
of Evanston. Please keep a copy of these Terms and Conditions for your
records.
Constellation NewEnergy, Inc. (CNE) is certified by the Illinois Commerce
Commission ("ICC") as an Alternate Retail Electric Supplier ("ARES") to sell
competitive retail electric service to customers in the State of Illinois utilizing
existing transmission and distribution systems. CNE is certified by the ICC to
operate as an ARES in the service area of Commonwealth Edison Company. As
an ARES, CNE will supply the electric generation to your Electric Utility ("EU")
based on your usage. Your EU then distributes or delivers the electricity to ycu.
The generation prices and charges that customers in the aggregation group pay
is based on an Agreement between the City of Evanston and CNE. The ICC
regulates distribution prices and services. As authorized by 20 ILCS 3855/1-92,
CNE sells electricity and related services and equipment ("Retail Electric
Supply") to corporate authorities of municipalities or boards of county supervisors
acting as governmental aggregators of residential and small commercial retail
electrical loads located within the municipality or the unincorporated areas of the
county.
DEFINITIONS:
Generation Service — Charge for the production of electricity.
Transmission Service — Charge for moving high voltage electricity from a
generation facility to the distribution lines of an electric utility.
Distribution Service — Charge for the physical delivery of electricity over a
distribution system to customers from the transmission system.
Right of Rescission — If you do not opt -out of the aggregation group your EU
will send you a confirmation letter. You will have the right to rescind your
enrollment within three (3) calendar days following the postmark date of the
confirmation letter by following the instructions contained in the letter. The Right
of Rescission only applies when a customer switches to a generation supplier.
Should you choose to opt -out of your governmental aggregator's program, you
will continue to receive the applicable tariffed services provided by your EU as
required by 220 ILCS 5/16-103 and defined by its rates on file with the ICC
pursuant to 220 ILCS 5/Art. IX. ("Tariffed Service"), unless you choose an
alternate supplier of electricity.
Electric Utility ("EU") means Commonwealth Edison Company, or any
• successor thereto, that owns and maintains the distribution system required for
transmitting or distributing electric energy to retail customers.
Governmental Aggregator means the City of Evanston as authorized by the
March 20, 2012 referendum on Electricity Aggregation.
TERMS AND CONDITIONS OF SERVICE
1. Eligibility. Only residential customers and small commercial retail customers
of an EU consuming 15,000 kilowatt-hours or less of electricity annually in the
EU's service area are eligible customers to participate in the aggregation group.
Applicable residential and small commercial retail customers in an aggregation
program shall not include customers of an ARES that is not the chosen supplier
of the aggregation program or customers participating in a residential real-time
pricing program or Percentage of Income Payment Plan (PIPP) unless those
customers affirmatively choose to join the aggregation program. CNE also
reserves the right to refuse enrollment to any small commercial retail customer
with an outstanding electric bill balance.
2. Basic Service Prices. Participants in the aggregation group will pay CNE a
fixed price of $0.04797 per kilowatt hour ($ / kWh) for combined electric
transmission, generation and generation related charges as specified in the
enrollment notification. In addition you will be charged by your EU for distribution
and various other charges. In addition to the charges described above, if any
regional transmission organization or similar entity, EU, governmental entity or
agency, NERC and other industry reliability organization, or court requires a
change to the terms of the Agreement between the City of Evanston and CNE, or
imposes upon the Supplier new or additional charges or requirements, or a
change in the method or procedure for determining charges or requirements,
relating to your Retail Electric Supply under this Agreement (any of the foregoing,
a "Pass -Through Event"),which are not otherwise reimbursed to the Supplier,
Customer agrees that Supplier may pass through the additional cost to Supplier
of such Pass -Through Event, which may be variable, to participants in the
aggregation group. Changes may include, without limitation, transmission or
capacity requirements, new or modified charges or shopping credits, and other
changes to retail electric customer access programs.
If the Tariffed Service rate ("ComEd rate") for the same service falls below the
Agreement rate, the Supplier, at their option, will either match the Tariffed
Service rate or return your account to the Tariffed Service. If the Supplier returns
your service to the Tariffed Service for this reason, you will not be assessed a
termination charge.
3. Renewable Energy. The fixed price includes the cost of renewable energy
credits ("RECs") representing the environmental attributes from electricity in an
amount equal to the RECs required by Illinois' renewable energy portfolio
standard plus the voluntary RECs shall equal to 100% the Account(s) usage
during the Term. The RECs equal to 100% of the Account(s) usage will be from
an "Illinois or adjoining state wind" asset which meets all of the technology
•
•
•
• criteria of Green-e. The renewable energy is "new", meaning it comes from wind
• farms built since 1997 and such facilities allow customers to make claims about
being green and reducing carbon usage.
4. Term. As a part of your governmental aggregator's program, your generation
supply from CNE will commence with the next available meter reading and after
processing of the enrollment by your EU, and will continue for the term of 12
months, ending on the meter read for the last month of service. The program
may be terminated prior to the term as specified in the opt -out notification
pursuant to the terms of the Master Agreement to Provide Services to an
Aggregated Group between the City of Evanston and CNE. Should the program
be terminated, you will be returned to the applicable Tariffed Service.
5. Billing. You will receive a consolidated bill from your EU for both the Supplier
and EU charges. if you do not pay your bill by the due date, the Supplier may
cancel these terms and conditions after giving you a minimum of fourteen (14)
days written notice. Upon cancellation you will be returned to your EU as a
customer. You will remain responsible to pay the Supplier for any electricity used
as well as any late payment charges. CNE reserves the right to convert you from
consolidated billing to dual billing if such a conversion will facilitate more timely
billing, collections, and/or payment pursuant to the terms of the Master
Agreement to Provide Services to an Aggregated Group between CNE and the
City of Evanston. Further, your failure to pay EU charges may result in your
electric service being disconnected in accordance with your EU's tariffs.
6. Penalties, Fees and Exceptions. At present there is no switching fee to
change from the Tariffed Service to the aggregation group. However, if a new
regulation is passed legally requiring this fee, the EU may charge the switching
fee to you. If you do not pay the full amount of your electric bill by the due date,
CNE may charge a late payment fee no greater than 1.5% per month for the
generation component of the bill.
7. Cancellation/Termination Provisions. Residential and small retail
commercial customers may terminate their participation in the aggregation group
without penalty, at any time to return to the Tariffed Service, or due to a move or
cancellation of their account with the EU. If you terminate these terms and
conditions for any other reason, except as expressly provided herein, you will be
charged a termination fee of $25 per account. Upon termination and return to
Tariffed Service with ycur EU, the rates, terms, and conditions will be established
by the EU.
8. Customer Consent and Information Release Authorization. By choosing
not to opt -out of your community's aggregation program, these terms and
conditions will result in change from your current generation service provider to
• CNE. CNE is authorized to obtain information from the EU that includes, but is
not limited to: billing history, payment history, historical and future electricity
usage, meter readings, and characteristics of electricity service. The Supplier •
reserves the right to determine if your credit standing is satisfactory before •
accepting your enrollment request. These terms and conditions shall be
considered executed by CNE following acceptance of your account enrollment
request by CNE, the end of the 3 day rescission period and subsequent
acceptance of the enrollment by your EU.
9. Contract Expiration. At the end of its term, these terms and conditions will
expire. At least 30 days prior to the expiration of these terms and conditions,
CNE will notify customers that the Agreement is ending and inform the customers
whether they will be switched back to the Tariffed Service or if the Governmental
Aggregator has contracted with a ARES for a new Aggregation Program.
10. Dispute Procedures. You may contact your EU or CNE with any questions
concerning the terms of service by phone at 1-800-718-1493 (toll -free) M-F 8AM
— 5PM CST or in writing at Constellation NewEnergy Inc., c/o Residentail Care,
1221 Lamar Street, Suite 750, Houston, TX 77010. Our web address is
www.constellation.com. If your complaint is not resolved after you have called
CNE and/or your EU, or for general utility information, you may contact the
Consumer Services Division of the ICC for assistance at between 8:30 AM and
5:00 PM, Monday through Friday by calling 1-800-524-0795 or TTY at 1-800-
858-9277 or visit www.icc.illinois.gov or www,oluainillinois.ora..
11. Miscellaneous. You may request from the Supplier, twice within a 12 month
period, up to 24 months of payment history, without charge. The Supplier is
prohibited from disclosing a customer's social security number without the
customer's affirmative written consent except as permitted or required by 220
ILCS 5/5-110, 815 ILCS 505/2RR or other applicable law. The Supplier is
prohibited from disclosing a customer's billing, usage or load data except as
permitted by 20 ILCS 3855/1-92, 220 ILCS 5/16-122 or other applicable law.
The Supplier's environmental disclosure statement is available for viewing at
https:Hhome.constellation.com/content/documents/IL_environmentaldisc.pdf. The
Supplier will provide quarterly updates to the statement as a separate billing
insert as required under Section 16-127 of the Electric Service Customer Choice
and Rate Relief Law of 1997 and the rules of the Illinois Commerce Commission,
83 III. Adm. Code 421. The Supplier may assign its rights to another party,
including any successor, in accordance with the rules and regulations of the ICC.
The Supplier assumes no responsibility or liability for the following items that are
the responsibility of the EU: operation and maintenance of the EU's electrical
system, any interruption of service, termination of service, or deterioration of the
EU's service. In the event of a power outage, you should contact your local
EU. Customer is responsible for providing the Supplier with accurate account
information. If said information is incorrect, the Supplier reserves the right to re-
price the applicable
•
•
• account(s) or terminate the Agreement. The Supplier reserves the right to return
iany customer to the EU if the customer's rate code or meter type is changed and
the account is no longer eligible for this program.
12. Warranty. CNE warrants title and the right to all electricity sold hereunder.
THE WARRANTIES SET FORTH IN THIS PARAGRAPH ARE EXCLUSIVE
ANDARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER
STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF
TRADE.
•
•
ATTACHMENT B
Plan of Operation and Governance
•
•
I
•
•