R-15-04RESOLUTION NO. R2015- 4
A RESOLUTION APPROVING A CONTRACT FOR THE PROVISION OF ELECTRICITY
FOR THE VILLAGE'S ELECTRICITY AGGREGATION PROGRAM
AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE DOCUMENTATION
TO SECURE A FINAL ELECTRICITY PRICE FOR THE PROGRAM
WHEREAS, pursuant to Section 1 -92 of the Illinois Power Agency Act, 20 ILCS
3855/1 -92 (Act'), on April 2, 2012, the Village President and Board of Trustees adopted
Ordinance No. 0- 12 -13, authorizing the establishment of an opt -out program for the aggregation
of electrical loads of residential and small commercial retail customers in the Village
( "Electricity Aggregation Program'j; and
WHEREAS, pursuant to Section 1 -92(b) of the Act, on April 2, 2012, the Village
President and Board of Trustees adopted Resolution No. R- 12 -07, approving a plan of
governance for the Electricity Aggregation Program; and
WHEREAS, the Village is a member of the North Shore Electricity Aggregation
Consortium ( "Consortium "), an intergovernmental association formed to facilitate the
cooperation of its member municipalities toward obtaining the lowest possible electricity rates
for their respective residents and small businesses; and
WHEREAS, the current contract for the provision of electricity for the Electricity
Aggregation Program will expire in May 2015; and
WHEREAS, pursuant to the Act, the Consortium sought bids for the award of a
new contract for the provision of electricity for the Electricity Aggregation Program ( "Contract'j;
and
WHEREAS, Integrys Energy Services, Inc., of DePere, Wisconsin ("Integrys"),
was the low responsible bidder of the firms that submitted bid packages to the Consortium; and
WHEREAS, based upon the pricing schedule in the bid package submitted by
Integrys, the Village anticipates that residential and small commercial retail customers within the
Village will realize cost savings for electric supply to residential and small commercial retail
customers; and
WHEREAS, pursuant to the terms of the Contract, Integrys, the Village, and the
other members of the Consortium will, on a daily basis, monitor the electricity market to identify
and establish a final price for the electricity to be supplied to the Electricity Aggregation
Program; and
WHEREAS, the Village and the other members of the Consortium expect that the
daily market price quotes will result in a final electricity price for the Electricity Aggregation
Program that is deemed to be advantageous to the residents and small businesses within the
Village and the other municipalities of the Consortium; and
WHEREAS, in order to preserve the ability of the Village to establish a final
electricity price for the Electricity Aggregation Program at as low a price as practicable, the
Village President and Board of Trustees have determined that it will serve and be in the best
interests of the Village to: (i) approve the Contract between the Village and Integrys; and (ii)
authorize the Village Manager to execute, on behalf of the Village, all documentation necessary
to secure a final electricity price for the Electricity Aggregation Program, in accordance with the
terms of the Contract;
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD
OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTY, ILLINOIS,
as follows:
Section 1. Recitals.
The foregoing recitals are incorporated into, and made a part of, this Resolution
as the findings of the President and Board of Trustees of the Village.
Section 2. Approval of Contract.
The Contract by and between the Village and Integrys is hereby approved in
substantially the form attached to this Resolution as Exhibit A, and in final form approved by
the Village Manager and the Village Attorney.
Section 3. Execution of Contract.
The Village Manager and the Deputy Village Clerk are hereby authorized and
directed to execute and attest, on behalf of the Village, the Contract upon receipt by the Village
Clerk of at least one original copy of the Contract executed by Integrys; provided, however, that
if the executed copy of the Contract is not received by the Village Clerk within 30 days after the
effective date of this Resolution, then this authority to execute and attest will, at the option of
the President and Board of Trustees, be null and void.
Section 4. Authorization to Execute Documentation.
A. The President and Board of Trustees hereby authorize the Village
Manager to execute, on behalf of the Village, all documentation necessary for the
establishment of a final electricity price, for a term of not more than 24 months, for the
Electricity Aggregation Program, in accordance with and pursuant to the Contract, and in
cooperation with the Consortium and Integrys.
B. This Resolution is not to be deemed or interpreted as obligating the
Village Manager to execute any documentation related to the establishment of a final electricity
price for the Electricity Aggregation Program. In the event that the Village Manager determines,
in his discretion and in cooperation with the Consortium, that, on any given day, the daily
market price quotes for any term of not more than 24 months are not favorable to the Village,
then the Village Manager is hereby authorized to reject such quotes on behalf of the Village.
Section 5. Effective Date.
This Resolution will be in full force and effect from and after its passage and
approval as provided by law.
[SIGNATURE PAGE FOLLOWS]
PASSED this 7 6th day of Ma rr h 2015, by vote of the Board of Trustees of the Village of
Deerfield, as follows:
AYES: Benton, Farkas, Jester, Nadler, Seiden, Struthers
NAYS: None
ABSTAIN: None
ABSENT: None
APPROVED this 16th day of March 2015.
i
Village President
ATTEST:
Village ClIerk
I
POWER SUPPLY AGREEMENT
By and Between
The Village of Deerfield and Integrys Energy Services, Inc.
This Power Supply Agreement is entered into as of this 16th day of March, 2015
( "Agreement'), by and between the Village of Deerfield ( "Village'), an Illinois municipal
corporation, and Integrys Energy Services, Inc. ( "Vendor'), a W i s c o n s i n corporation with
an office located at 20 N. Wacker Drive, Suite 2100, Chicago, IL 60606. Vendor and the
Village of Deerfield are sometimes hereinafter referred to individually as a "Party' or collectively
as the "Parties ".
WITNESSETH
WHEREAS, Section 1 -92 of the Illinois Power Agency Act, 20 ILCS 385511 -92 ( "Act'),
authorizes the corporate authorities of a municipality to establish a program to aggregate
electrical loads of residential and small commercial retail customers and to solicit bids and
enter into service agreements to facilitate the sale and purchase of electricity and related
services and equipment for those electrical loads; and
WHEREAS, pursuant to the Act, municipalities may, if authorized by referendum,
operate an Electricity Aggregation Program as an "opt -out" program that applies to all
residential and small commercial retail electrical customers who do not affirmatively choose not
to participate; and
WHEREAS, the Village is a member of the North Shore Electricity Aggregation
Consortium, which includes the Villages of Deerfield, Glencoe, Lake Bluff, Northbrook, and
Skokie, and the Cities of Highland Park, Lake Forest and Park Ridge ( "Consortium "), which
Consortium was established pursuant to Article VII, Section 10 of the Illinois Constitution of
1970, the Intergovernmental Cooperation Action, 5 ILCS 220/1 et seq., and Section 1 -92 of the
Act, 20 ILCS 3855/1 -92 to facilitate joint action and intergovernmental cooperation concerning
the Aggregation; and
WHEREAS, on March 20, 2012, the voters of the Village approved a referendum to
authorize the operation of a Program as an "opt -out" program pursuant to the Act; and
WHEREAS, although each member of the Consortium will operate a separate
Electricity Aggregation Program for its residents, the Consortium members collectively
determined that combining the bidding and contracting process to obtain the supply of
electric power for each Consortium member's Aggregation could provide potential savings
through a joint project bid ( "Joint Power Supply Bid'); and
WHEREAS, the Joint Power Supply Bid was issued on November 3, 2014; and
WHEREAS, Vendor is an AIRES registered with and certified by the ICC and was
identified as the lowest responsible bidder pursuant to the Joint Power Supply Bid; and
WHEREAS, the Village has selected Vendor as the supplier for the Aggregation
Program; and
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WHEREAS, the Village and Vendor desire to establish the rights and obligations of the
Parties with respect to aggregating, determining a price for, and supplying electricity to and
for the Aggregation Program;
NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, agree as follows:
ARTICLE 1: RECITALS.
The foregoing recitals are, by this reference, fully incorporated into and made part of this
Agreement.
ARTICLE 2: DEFINITIONS.
Whenever used in this Agreement, the following terms shall have the meanings
defined below except where the context indicates otherwise:
A. "Affiliate" shall mean any person, firm, corporation (including, without limitation,
service corporation and professional corporation), partnership (including, without limitation,
general partnership, limited partnership and limited liability partnership), limited liability
company, joint venture, business trust, association or other entity that now or in the future
directly or indirectly controls, is controlled by, or is under common control with Vendor.
B. "Act" shall refer to the Illinois Power Agency Act, 20 ILCS 3855/1 -1 et seq.
C. "Aggregation" or "Municipal Aggregation" shall mean the pooling of residential
and small commercial retail electrical loads located within the Village for the purpose of
soliciting bids and entering into service agreements to facilitate for those loads the sale and
purchase of electricity and related services and equipment, all in accordance with Section 1 -92 of
the Act.
D. "Aggregation Consultant" or "Consultant" shall refer to Intelligent Power Partners
LLC, the independent consultant with demonstrated expertise in electric supply contracting
that has been retained by the Consortium to assist with the implementation of each member
municipality's Program; or such other independent consultant as may be identified by the Village.
E. "Aggregation Member" or "Member" shall mean a residential or small commercial
retail electric account properly enrolled in the Aggregation Program.
F. "Aggregation Program" or "Program" shall mean the program adopted by the
Village pursuant to Section 1 -92 of the Act to provide residential and small commercial
customers with retail electric supply.
G. "Agreement Term" is defined in Section 3.A of this Agreement.
H. "Alternative Retail Electric Supplier" or "ARES" shall mean an entity certified by the
[CC to offer electric power or energy for sale, lease or in exchange for other value received to
one or more retail customers, or that engages in the delivery or furnishing of electric power or
energy to such retail customers, and shall include, without limitation, resellers, aggregators
and power marketers but shall not include the Electric Utility or the Aggregation Members. For
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purposes of this Agreement, the definition of Alternative Retail Electric Supplier is more
completely set forth in 220 ILCS 5/16- 102.
I. "Ancillary Services" shall mean certain necessary services that shall be provided in
the generation and delivery of electricity. As defined by the Federal Energy Regulatory
Commission, "Ancillary Services" include, without limitation: coordination and scheduling
services (load following, energy imbalance service, control of transmission congestion);
automatic generation control (load frequency control and the economic dispatch of plants);
contractual agreements (loss compensation service); and support of system integrity and
security (reactive power, or spinning and operating reserves).
J. "Commonwealth Edison" or "ComEd" shall mean the Commonwealth Edison
Electric Utility Company as the entity that has a franchise, license, permit or right to
distribute, furnish or sell electricity to retail customers within the Village.
K. "Consortium" shall mean the North Shore Electricity Aggregation Consortium.
L. "Consortium Designee" shall mean the representative of the Consortium who will
coordinate the process for execution by each member municipality of a contract price lock for
electricity supply for each Municipal Aggregation Program.
M. "Default Tariff Rate" is defined as the sum of (i) the ComEd Purchased Electricity
Charge and (ii) the PJM Services Charge, for residential customers served under the ICC tariff
known as ComEd Rate BES.
N. "Effective Date" is defined in the first paragraph on the first page of this Agreement.
O. "Electric Utility" shall mean Commonwealth Edison, as the entity that has a
franchise, license, permit or right to distribute, furnish or sell electricity to retail customers within
the Consortium.
P. "Eligible Retail Customer" shall mean a residential and small commercial retail
customer of the Electric Utility eligible for participation in the Aggregation Program under the
ICC tariff known as ComEd's Rate GAP.
Q. "Extended Agreement Term" is defined in Section 3.A of this Agreement.
R. "Fixed Commodity Price' is defined in Section 5.E.1 of this Agreement.
S. "Fixed Total Price" is defined in Section 5.E.2 of this Agreement.
T. "Force Majeure Event" is defined in Section 6.0 of this Agreement.
U. `ICC" shall mean the Illinois Commerce Commission as described in 220 ILCS 5/2 -101.
V. "Initial Agreement Term" is defined in Section 3.A of this Agreement.
W. "Initial Price Lock Term" is defined in Section 5.E of this Agreement.
X. "Initial Price Review Period" is defined in Section 5.E.1 of this Agreement.
Y. "IL RPS" is defined in Section 5.A.2 of this Agreement.
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Z. "Load" shall mean the total electric energy usage required to serve the residential
and small commercial Aggregation Members in the Aggregation Program.
AA. "Meter Read Cycle End Date' is defined as the last day of a ComEd electricity meter
read cycle.
BB. "Meter Read Cycle Start Date' is defined as the first day of a ComEd electricity meter
read cycle.
CC. "Opt -Out' shall mean the process by which an Eligible Retail Customer who would be
included in the Aggregation Program chooses not to participate in the Aggregation Program,
and therefore does not become an Aggregation Member.
DD. "PIPP" shall mean a Percentage of Income Payment Plan created by the Emergency
Assistance Act, 305 ILCS 20 -18, to provide a bill payment assistance program for low -
income residential customers.
EE. "PJM" shall mean the PJM Interconnection, a regional transmission organization that
coordinates the movement of wholesale electricity in all or parts of 13 states and the
District of Columbia, including the Commonwealth Edison service territory.
FF. "Plan of Operation and Governance" shall mean the Aggregation Plan of Operation
and Governance adopted by the Village pursuant to the requirements set forth in Section 1 -92
of the Act, a copy of which is attached to this Agreement as Exhibit G.
GG. "Price Lock Term" shall mean the then - applicable Initial Price Lock Term or a
Subsequent Price Lock Term.
HH. "REC" shall mean Renewable Energy Credits for use in compliance with Illinois
Renewable Portfolio Standards or as certifiable under the Green -e National Standard generated
during the applicable calendar year, in the last six months of the prior calendar year, or in the
first three months of the following calendar year. The RECs shall be retired at the Program level.
II. "Regulatory Event' is defined in Section 6.6 of this Agreement.
JJ. "Services" is defined in Article 5 of this Agreement.
KK. "Small Commercial Retail Customer" shall mean a retail customer that annually
consumes 15,000 kilowatt -hours or less of electricity; provided, however, that the definition of
Small Commercial Retail Customer shall include such other definition or description as may
become required by law or tariff.
LL. "Subsequent Price Lock Term" is defined in Section 5.E of this Agreement.
MM. "Terms and Conditions" is defined in Section 5.6.3 of this Agreement.
NN. "Vendor Margin" shall mean the amount charged by the selected Vendor above the
market price for electricity supply, losses, capacity, transmission, renewable portfolio standard
costs, and ancillary services, as provided in, and in accordance with, Section 5.F.2 of this
Agreement.
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ARTICLE 3: TERM.
This Agreement is for an initial term beginning on the Effective Date of this Agreement
and ending on the date that is the last Meter Read Cycle End Date for Aggregation Members in
May 2017 (the "Initial Agreement Term'), unless terminated early pursuant to Section 5. EA or
Article 6 of this Agreement. Notwithstanding the foregoing, the electricity supply to Members by
Vendor shall not commence until the meter read identified as the start of the Delivery Period
identified in an effective Transaction Confirmation between the Parties, subject to the Electric
Utility's confirmation of member enrollment with Vendor. The Parties understand that the
Members in the Village's existing Aggregation Program with another ARES may return to the
Utility until the start of the Delivery Period identified on the effective Transaction Confirmation
between the Parties. The Village and the Vendor may extend the Initial Agreement Term for
additional periods of time up to 24 months for each extension, by written agreement approved
and executed by each of them (each an "Extended Agreement Term') (the applicable
Initial Agreement Term or Extended Agreement Term is the "Agreement Term'J. Nothing in
this Article related to the Initial Agreement Term or the possibility of agreement to an Extended
Agreement Term may be construed or applied in any manner to create any expectation that any
right or authority related to this Agreement granted by the Village to the Vendor shall continue
beyond the Initial Agreement Term or an approved Extended Agreement Term.
ARTICLE 4: PROGRAM RESPONSIBILITIES.
LINE F ..A
1. Customer Information. Vendor and the Village shall cooperate to obtain the
Customer Information from ComEd, subject to the limitations on disclosure of
the Customer Information established at law, including without limitation the
Act, Section 16 -122 of the Public Utilities Act, 220 ILCS 5/16 -102, and
Section 2HH of the Consumer Fraud and Deceptive Business Practices Act,
815 ILCS 505/2HH. The Village agrees to request the Customer Information
from ComEd not less than twice in each 12 -month rolling period within the
Agreement Term. The Vendor agrees to reimburse the Village for all costs
incurred by the Village pursuant to this Section 4.A.1, in accordance with Section
5.F of this Agreement.
2. Notices from ComEd. The Village shall promptly forward to the Vendor any
notices received by the Village from ComEd concerning the accounts of
Aggregation Members.
3. No Village Obligations to Provide Services. The parties acknowledge and
agree that the Village is not responsible to provide, and this Agreement shall
not be construed to create any responsibility for the Village to provide, the
Services to any person or entity, including without limitation the Vendor, ComEd,
or any Aggregation Member.
4. No Villaae Financial Responsibilft. The parties acknowledge and agree
that this Agreement does not impose or create, and shall not be construed
to create, any financial obligation of the Village to any other person or entity,
including without limitation Vendor, ComEd, or any Aggregation Member.
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ENNEW • • • • • .
Provision of Services. The Vendor shall provide all of the Services described
in Article 5 of this Agreement throughout the Agreement Term. The Vendor
acknowledges and agrees that the Village is not responsible to provide, and
shall not be liable to the Vendor or any Aggregation Member for any failure to
provide, any Services pursuant to this Agreement.
2. Compliance with Applicable Law. Vendor shall comply with all applicable
law in providing the Services pursuant to this Agreement.
3. Compliance with Plan of Operation and Governance. The Vendor shall
provide all services required under this Agreement in accordance and
compliance with the Plan of Operation and Governance adopted by the
Village. The Parties agree that, as of the date of this Agreement, the Parties read
the Agreement and the Plan of Operation and Governance to be consistent and,
therefore, Vendor's compliance with this Agreement shall not be viewed as
violative of the Plan. In the event the Village seeks to amend the Plan of Operation
and Governance, the Village shall first provide notice to the Vendor. In the event
Vendor agrees to the proposed amendments: (a) the Village may amend the Plan
of Operation and Governance; and (b) the Parties agree to cooperate in good faith
to enter into an amendment to this Agreement that is consistent with the
amendments to the Plan of Operation and Governance. In the event the Vendor
does not agree with the Plan of Operation and Governance changes proposed by
the Village and the Village nonetheless amends the Plan of Operation and
Governance, the Vendor shall not be obligated to comply with the modified
portions of the Plan of Operation and Governance to the extent compliance would
result in a material change in Vendor's obligations under this Agreement.
ARTICLE 5: VENDOR SERVICES.
The Vendor shall supply all of the following services in support of the Program
(collectively, the "Services "):
A. Electricity Supply.
Electricity Suppiv. Vendor shall provide electricity supply sufficient to serve the
Load of each Aggregation Member account for which it is ultimately contracted to
serve.
a. Transmission. Vendor shall acquire, and pay for, all necessary
transmission services to serve the Load of each Aggregation Member,
including, without limitation, all electric energy costs, PJM congestion
charges, PJM capacity charges, PJM network transaction charges,
distribution losses, and transmission losses.
b. Billing. Vendor shall make all arrangements to ensure that
Aggregation Members continue to receive a single monthly bill from
ComEd. Additionally, Vendor shall ensure that the following fees
continue to be collected and processed by ComEd: monthly
payments, late payments, delivery charges and monthly service fee.
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C. Data. Vendor shall maintain a comprehensive and confidential
database recording historical account information for Member
accounts, and maintain a current list of enrolled accounts, accounts
that have opted -out of the Aggregation Program, and accounts that
have been added to the Aggregation Program.
2. REC Supply. Vendor shall be capable of providing the REC mix identified on
Exhibit A to Members.
3. Delivery Specifications.
a. Quality and Measurement. Vendor warrants that all electricity sold
and delivered shall be of the specifications required by PJM and ComEd
and suitable for delivery to and use by the Members.
b. Title. Vendor warrants that it possesses or will possess good
marketable title to all electricity sold to the Members, and that such
electricity is free from all liens and adverse claims. Specifically, and without
limitation of the foregoing, Vendor warrants title up to the delivery point, as
identified in Section 5.A.3.c of this Agreement. Title to and risk of loss for
the electricity sold hereunder shall pass to the purchasing Member upon
delivery at such delivery points.
C. Delivery. Vendor shall cause all electricity supplied under this Agreement
to be delivered to the ComEd distribution system to secure delivery to
the Aggregation Members.
B. Program Implementation.
Member Service. Vendor shall maintain certain minimum levels of
customer service including:
a. Program Management and Documentation. Vendor shall follow its
standard operating procedures governing Member education, Opt Out
notification, customer inquiries, and public outreach regarding the
Aggregation Program, as set forth in Exhibit E attached hereto. Vendor
shall also cooperate with the Village to communicate to all Members
concerning the commencement of Services under this Agreement and the
transition thereto from the previous electricity aggregation program
implemented by the Village.
b. Confidentiality. Vendor shall maintain the confidentiality of customer
information pursuant to Article 10 of this Agreement and as required by
law.
C. Customer Service. Vendor shall assist Aggregation Members with
their inquiries. Concerns regarding service reliability should be directed
to ComEd, billing questions should be directed to ComEd or the selected,
and any unresolved disputes should be directed to the ICC. Inquiries
from Aggregation Members should be managed within the following
performance parameters:
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i. Telephone Inquiries. Vendor shall maintain a toll -free telephone
access line which shall be available to Aggregation Members 24
hours a day, seven days a week. Trained company
representatives shall be available to respond to customer
telephone inquiries during normal business hours. After normal
business hours, the access line may be answered by a service
or an automated response system, including an answering
machine. Inquiries received after normal business hours shall
be responded to by a trained company representative on the
next business day. Under normal operating conditions,
telephone answer times by a customer representative, including
wait time, shall not exceed 30 seconds when the connection is
made. If the call needs to be transferred, transfer time shall not
exceed 30 seconds. These standards shall be met no less
than 90 percent of the time under normal operating conditions,
measured on a quarterly basis.
ii. Internet and Electronic Mail. Vendor shall establish and
maintain a website for the Aggregation Members. The website
shall provide basic information concerning the Aggregation
program and facilitate customer inquiries by providing a platform
for the submission of questions by email or text. Responses to
inquiries submitted through the website platform shall be
generated within 24 hours. The website shall also include a
"price -to- compare" feature through which Aggregation Members
may compare the estimated total price (including energy
supply, losses, capacity, transmission, renewable portfolio
standard costs, and ancillary service costs) available to them
through Vendor to the estimated total price available through
ComEd, based upon the Member's consumption within the
preceding 12 months.
iii. Multi - Lingual Services. Vendor shall provide customer service
for Members requiring non - English verbal and written assistance.
iv. Hearinq Impaired. Vendor shall provide customer service for
hearing impaired Members.
2. Enrollments. Vendor shall perform the following Aggregation account enrollment
tasks:
a. Opt -Out Notifications. Immediately upon the establishment of a Fixed
Total Price for the provision of electricity supply for the Initial Price Lock
Term, in accordance with Section 5.E.1 of this Agreement, the Vendor
shall commence and manage the Opt- Out Notification process under
the supervision of the Village and the Consultant, in accordance and
compliance with the Plan of Operation and Governance. A single
database shall track account enrollment and billing data.
b. New Accounts. Vendor shall facilitate the addition of new customer
accounts to the Aggregation Program during the term of this
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Agreement. The Village and the Vendor shall cooperate in good faith
to identify, not less than once per calendar quarter, potential new
customers who have established new electricity service through the
Electric Utility in the Village during the preceding calendar quarter, and
to inform such potential new customers of the availability of the
Aggregation Program. Vendor shall also develop and provide an
internet -based platform to facilitate the addition of new customer
accounts for such potential new customers. Vendor shall pay all costs of
mailings sent to such potential new customers, and all costs of the
internet enrollment platform, in support of the requirements set forth in
this Section 5.B.2.b.
C. Re- Joining the Aggregation Group. Vendor shall assist Aggregation
Members that have Opted Out to rejoin at a later date.
d. Moving Within the Village and Maintaining the Same Account
Number. Vendor shall continue service at the same rate and under
the same terms and conditions for any Member who relocates within
the Village prior to the expiration of the term of this Agreement,
providing that the Member notifies the Vendor of its desire to do so with
30 days' notice.
e. Percentage of Income Payment Plan (PIPP). Vendor shall
facilitate billing for residents enrolled in the PIPP bill payment
assistance program for low- income residential customers. Vendor shall
also notify PIPP customers of the consequences of participating in the
Aggregation.
f. Credit/Deposit Requirements. Collection and credit procedures are to
be the responsibility of ComEd, the Vendor, and the individual Member.
Members will be required to comply with the payment terms of
ComEd and /or the Vendor. The Village is not responsible for late
payment or non - payment of any Member account. Neither the Village
nor the Vendor shall have a separate credit or deposit policy
concerning Member accounts.
g. Reliability of Power Supply. The Parties acknowledge that the Program
only affects pricing for the generation source of power. ComEd will
continue to deliver power through its transmission and distribution
systems. Responsibility for maintaining system reliability continues to
rest with ComEd. If Members have service reliability problems, they
should contact ComEd for repairs. The ICC has established "Minimum
Reliability Standards" for all utilities operating distribution systems in
Illinois. Member 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," meaning that should the Vendor fail for any
reason to deliver any or all of the electricity needed to serve the
Members' needs, ComEd will immediately provide any supplemental
electricity to the Members as may be required. ComEd would then bill
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the Vendor for the power provided on their behalf, and the Members
would incur no additional cost therefor.
h. Fees Imposition. Neither the Village nor Vendor shall impose any
conditions, terms, fees, or charges on any Member served by the
Program unless the particular term, condition, fee, or charge, or a
possibility of a change in the same, is clearly disclosed to the Member
at the time the Members chose not to opt -out of the Program.
i. Enrollment and Disenrollment Charges. Vendor shall not assess
any fees on Aggregation Members except in accordance with the
Plan of Operation of Governance, and as follows:
1. Early Termination Fee. Members may terminate service from
the Vendor during an individual Price Lock Term without penalty or
fee.
2. Enrollment Fee. For any new Member that joins the Program
after the activation of service by the Vendor for the Village
during an individual Price Lock Term, the Vendor may charge an
enrollment fee only to establish service at a property for which
the Vendor had not previously provided service in the
preceding 30 days. The Vendor shall not charge any enrollment
fee with respect to: (i) any property for which the identity of the
Member is changed during an individual Price Lock Term but at
which service is interrupted for a period of less than 30 days; or
(ii) any Eligible Retail Customer who enrolls at the beginning of
any Price Lock Term for that Price Lock Term. Any
enrollment fee authorized pursuant to this Paragraph shall not
exceed $25.
3. Switching Fee. Members changing residency within the Village,
or within any municipality within the Consortium, shall not be
assessed early termination or enrollment fees during an
individual Price Lock Term. The Vendor shall continue service at
the same rate and under the same terms and conditions for any
Member who relocates within the Village or within any
municipality within the Consortium prior to the expiration of that
Price Lock Term, provided that the Member notifies the Vendor
of his or her desire to do so with 30 days' notice. Moving within
the municipality or within the Consortium may cause the Member
to be served for a brief period of time by ComEd. The Vendor
shall have the right to bill the Member for any associated switching
fee imposed by ComEd.
Form Documents. Examples of the opt -out letter and uniform
disclosure form to be prepared and provided by Vendor are provided in
Exhibit D to this Agreement.
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3. Terms of Service. The terms of service between each Member and Vendor shall
be set forth in the agreement between them, substantially in the form attached
hereto as Exhibit C ( "Terms and Conditions ").
C. Proaram Monitoring. Vendor is responsible for the faithful performance of this
Agreement and shall have internal monitoring procedures and processes to ensure
compliance, as more fully described in this Section 5.C.
1. Recordina. Vendor shall assist the Village in developing a performance
scorecard with conditions, milestones, requirements, or timetables that shall be
met before additional steps may be taken or payment is due. The scorecard
may additionally record matters related to price, service, quality and other
factors deemed important.
2. Cooperation. Vendor shall cooperate with the Village in monitoring and
tracking Program activity. This may require Vendor to report progress,
problems and proposed resolutions, performance records, allow random
inspections of its facilities (upon the provision of not less than 48 hours'
advance notice), participate in scheduled meetings and provide management
reports as requested by the Village.
D. Cooperation at the Conclusion of the Aaareaation. Vendor agrees that it shall
cooperate with the Village in the Village's planning and implementation of an aggregation plan
that may succeed the Program under this Agreement. In its cooperation, Vendor shall, at a
minimum, in a manner consistent with the then - applicable Commonwealth Edison tariff for
Government Aggregation Protocols and as required by law, provide the Village the names and
addresses and account information for Aggregation Members in electronic format.
E. Price. The price for the Services during a specified Price Lock Term shall be the "Fixed
Total Price ", as calculated pursuant to Section 5.E.2 of this Agreement, and shall be
memorialized in the form of a Transaction Confirmation, all as set forth in Exhibit A. The
Fixed Total Price for the applicable Price Lock Term shall be determined in accordance with
the following procedure:
1. Determination of Fixed Commodity Price. Beginning on the date that is five
business days after the Vendor receives final, verified data from the Electric
Utility identifying all Eligible Retail Customers in the Village, and ending on
the date on which the Village accepts a Fixed Total Price pursuant to this
Section 5.E ( "Initial Price Review Period', the Vendor will provide to the
Village and to the Consultant daily fixed price market quotes for electricity
supply to serve the Aggregation Members' Load for a period of not less than
12 months, beginning on any date in June, 2015, or such other beginning date
as may be designated by the Village ( "Initial Price Lock Term'. The daily
market price quotes will detail the unit costs of energy supply, losses,
capacity, transmission, renewable portfolio standard costs, and ancillary
services (collectively, the "Fixed Commodity Price ") available to the
Aggregation Members for all municipalities in the Consortium on that day.
The daily Fixed Commodity Price quote will be reviewed by the Consultant
to establish whether the pricing is: (i) consistent with market prices and tariffs;
and (ii) consistent with the terms of this Agreement. If the daily Fixed
Commodity Price quote is deemed unacceptable, the Consortium municipalities
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#34420757_v10
will not be obligated to accept the Fixed Commodity Price quote. If the daily
Fixed Commodity Price quote is deemed acceptable by the Consultant, the
Consultant will inform the designees of the Village and the other members of
the Consortium of the Fixed Commodity Price and recommend acceptance. If
accepted, a representative of the Village and the other members of the
Consortium will affirm acceptance to the Vendor of the Fixed Commodity
Price quote plus the approved Vendor Margin by email and phone using the
attached Exhibit A no later than 2 PM Central Time ( "Daily Acceptance
Deadline') on the same day. If acceptance and written affirmation of the
acceptance of the Fixed Commodity Price quote is not received by the Daily
Acceptance Deadline, then that day's Fixed Commodity Price quote will be
deemed to have not been accepted.
2. Calculation of Fixed Total Price. The total per - kilowatt-hour Fixed Total Price
for the supply of electricity pursuant to this Agreement shall be the sum of: (a)
the Fixed Commodity Price, as determined and approved pursuant to Section
5.E.1 or 5.E.3 of this Agreement, as applicable; (b) the "Pass Through Items ",
consisting of the ComEd POR percentage, the ComEd UCB per bill charge,
and a per - kilowatt-hour charge in the annual amount, to be determined by
the Village and Vendor, sufficient to satisfy the reimbursement obligation for the
applicable Price Lock Term, as set forth in Section 5.F of this Agreement; and
(c) the Vendor Margin, as set forth in Exhibit A to this Agreement. See
Exhibit B attached to this Agreement for a chart identifying and further
clarifying the components for calculation of the Fixed Total Price pursuant to
this Section 5.E.2.
3. Subsequent Price Lock Terms.
a. Upon receipt of two business days' advance written request from the
Consultant, the Vendor will provide to the Village and to the Consultant
daily Fixed Commodity Price quotes for the period immediately
following the then - applicable Price Lock Term, of a duration to be
determined by the Village and the Consortium ( "Subsequent Price
Lock Term'J, and the Village and the Consortium will either accept
or reject such quotes, in the same manner as is set forth in Section 5.E.1
of this Agreement; provided, however, that the Vendor does not
guarantee that any Fixed Commodity Price quote accepted pursuant to
this Section 5.E.3.b will be equal to or lower than the Default Tariff Rate.
b. Upon the acceptance of a quote for a Subsequent Price Lock Term
pursuant to this Section 5.E.3, and the calculation of the Fixed Total
Price for that Subsequent Price Lock Term pursuant to Section 5.E.2
of this Agreement, the Vendor and the [City/Village) shall cooperate in
good faith to notify all Aggregation Members of the Fixed Total Price
for the supply of electricity for the applicable Subsequent Price Lock
Term.
C. In all cases for the Subsequent Price Lock Term process, the Fixed
Commodity Price quotes shall be based on the then - current customer
base for the entire Consortium program, and executable Fixed
Commodity Price quotes will be binding on Vendor only if all
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Consortium municipalities accept the Fixed Commodity Price as
outlined in Section 5.E.1 of this Agreement. Notice of the updated
Fixed Total Price, once accepted by all Consortium municipalities and
as calculated pursuant to Section 5.E.2 of this Agreement, will be
transmitted to residents via a joint mailing by Vendor and the Village
at the Village's postcard or non - profit standard bulk mail rate, the
reasonable and documented direct costs of which will be paid by
Vendor.
In all cases for each Price Lock Term, if an event occurs that causes
any material disruption in market conditions or volatility in quoted
wholesale market prices (e.g. extreme weather, war, natural disaster,
etc.), then, upon notice to the Village and the Consortium, Vendor
may temporarily suspend its obligation to provide Fixed Commodity
Price quotes pursuant to this Section 5.E until such conditions abate.
4. Failure to Accept Price. If, at any time during the Agreement Term, the Village
and the other members of the Consortium do not accept a Fixed Commodity
Price quote for the Initial Price Lock Term or for an upcoming Subsequent
Price Lock Term, the Vendor shall take such actions as necessary to return
the Aggregation Members to ComEd until such time as the Village and the
other members of the Consortium accept a Fixed Commodity Price quote for the
applicable Initial Price Lock Term or Subsequent Price Lock Term. Specifically,
and without limitation of the foregoing, the Parties acknowledge and agree that, if
a Fixed Commodity Price quote for the Initial Price Lock Term is not accepted on
or before March 30, 2015, the Aggregation Members will receive electricity supply
from ComEd for the period beginning on the first Meter Read Cycle End Date for
Aggregation Members in June 2015 until the first available Meter Read Cycle Start
Date for the selected Initial Price Lock Term.
5. Price Availability. The Fixed Total Price calculated pursuant to Section 5.E.2
of this Agreement for the Initial Price Lock Term or for a Subsequent Price Lock
Term shall be made available to all Members enrolled in the Program, except:
(a) any Member that has terminated participation in the Program during the
applicable Price Lock Term and then requests a resumption of service
through the Program during the same Price Lock Term; and (b) any Member
that did not previously participate in the Program in the Village or in any other
Consortium municipality and that requests new service at a specific location
within the Village at which the Vendor had not previously provided the Services.
6. Fixed Vendor Margin. The Vendor acknowledges and agrees that the
amount set forth as the "Vendor Margin' in Exhibit A to this Agreement shall
be fixed, and shall not be subject to escalation, throughout the Initial
Agreement Term.
Change in Tariff or Law. The Parties recognize that Vendor's charges include
tariff charges that are set forth by ComEd, transmission provider, regional
transmission organization or independent system operator, the Federal Energy
Regulatory Commission, and /or any other state or governmental agency having
jurisdiction (each an "Authorized Entity "). Vendor may pass through to the
Members, without markup as a separate line item or as an price, (i) any increase
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in such tariff charges or (ii) other increase in Vendor's cost to provide electricity
that result from an addition to, a change in, or change in interpretation by an
Authorized Entity of, or change in administration by an Authorized Entity of,
tariffs, operating protocols, laws, regulations, or other requirements of an
Authorized Entity, as applicable. Vendor agrees to provide written notice to the
Village no less than 15 days prior to the date the Members will begin
to see the increase or change on their invoices, which notice to
the Village shall detail,: (i) the nature of the increase or change; (ii) the
adjustment of the Fixed Total Price for the applicable Price Lock Term
necessary to reflect the effect of such increase or change; and (iii) the date
on which the price adjustment will become effective for the Program. No such
increases or charges shall appear on Members' invoices until such notice is
provided.
Within 15 days after receipt of the notice described in this Section 5.E.7, the
Village shall have the right to request a meeting with the Vendor to review
the increase or change, and the price adjustment, identified by the Vendor.
The Vendor and the Village shall meet within five business days after delivery
of such request to the Vendor, and shall cooperate in good faith to resolve any
dispute regarding the price adjustment. Nothing in this Section 5.E.7 shall
prevent the price adjustment from becoming effective on Members' bills on the
date identified in Vendor's notice to the Village as the date on which the price
adjustment would become effective pursuant to Section 5.E.7 of this Agreement.
The Vendor shall continue to provide the Services during any such
negotiations, unless prohibited by law or regulation. This Section 5.E.7 shall
not apply to any fine or penalty assessed against the Vendor as a result of
any failure by the Vendor to comply with applicable laws and regulations.
F. Reimbursement of Village Costs. Within 90 days after the Effective Date of this
Agreement, Vendor shall reimburse the Village for all professional, legal, Consultant, and
administrative costs incurred in the amount set forth in the applicable Exhibit A by the Village
in connection with the adoption of the Aggregation Program and the negotiation and execution
of this Agreement.
ARTICLE 6: DEFAULT AND TERMINATION.
A. Default and Termination. Upon termination for any reason, this Power Supply
Agreement shall be of no further force and effect, except for those obligations that survive
termination. The obligations of Vendor and each Aggregation Member set forth in the
Terms and Conditions shall survive termination. Notwithstanding the foregoing, at the Village's
discretion, in the event that Vendor materially breaches this Agreement, the Village may: (i)
provide written notice to the Aggregation Members that a default has occurred and the
alternatives each participant has for electric supply (including terminating service with Vendor);
and (ii) take such actions as necessary to return the Aggregation Members to ComEd. In
the event that Vendor materially breaches this Agreement and the Village deems it appropriate
to terminate the Program and return the participants to ComEd, or to any other energy
supplier, then: (i) Vendor shall not charge the Aggregation Members for administrative fees
associated with early termination, and; (ii) Vendor shall not be liable to Aggregation Members
for any damages or penalties resulting from the Village's termination of the Terms and
Conditions with each Aggregation Member, including claims related to the price received from
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ComEd or an alternate supplier being higher than the Price determined herein. If no early
termination has occurred, this Agreement shall terminate upon the expiration of the
Agreement Term.
B. Early Termination. This Agreement may be terminated early in the following
circumstances:
1. Non - Compliance. If either Party fails to comply with any material term or
condition of this Agreement, provided the failure continues without a cure 30 days after
written Notice of such failure is provided by one Party to the other.
Material terms and conditions include, but are not limited to:
A breach of the confidentiality provisions set forth in Article 10 of this
Agreement;
b. Vendor's disqualification as an AIRES due to a lapse or revocation of
any required license or certification required to perform the obligations set
forth herein; or
C. Any act or omission that constitutes a deception by affirmative statement
or practice, or by omission, fraud misrepresentation or a bad faith
practice, such as attempting to collect a charge other than the
approved rates or other charges set forth in this Agreement or the
Terms and Conditions with each Aggregation Member.
2. Reaulatory Event.
Definition. The following shall constitute a "Regulatory Event ":
1. Illegality. It becomes unlawful for a Party to perform any
obligation under this Agreement due to the adoption of, change
in, or change in the interpretation of any applicable law by any
judicial or government authority with competent jurisdiction.
2. Adverse Government Action. A regulatory, legislative or judicial
body: (A) requires a material change to the terms of this
Agreement that materially and adversely affects a Party; (B) takes
action that adversely and materially impacts a Party's ability to
perform, or requires a delay in the performance of this Agreement
that either Party determines to be unreasonable; or (C) orders a
change or modification that affects the Program such that either
Party's obligations hereunder are materially changed, and the
change is not deemed a Force Majeure Event.
b. Occurrence of Reaulatory Event. Upon the occurrence of a
Regulatory Event, the adversely affected Party shall give notice to the
other Party that such event has occurred. Within 30 days, or such other
period as the Parties may agree in writing, the Parties shall enter into
good faith negotiations to amend or replace this Agreement so that the
adversely affected Party is restored as nearly as possible to the
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economic position it would have been in but for the occurrence of the
Regulatory Event. If the Parties are unable to agree upon an amendment
to this Agreement, within the prescribed time after entering into
negotiations, the adversely affected Party shall have the right, upon 10
days prior written notice, to terminate this Agreement.
3. Failure to Schedule and Deliver. The failure of Vendor to schedule electricity
supply to ComEd for the Aggregation Members, except as permitted under Force
Majeure Events.
C. Force Maieure Events. The Vendor shall not be held in default under, or in
noncompliance with, the provisions of this Agreement, nor suffer any enforcement or penalty
relating to noncompliance or default (including termination, cancellation or revocation of the
Franchise), where such noncompliance or alleged defaults occurred or were caused by a
"Force Majeure Event," defined as a strike, riot, war, earthquake, flood, tidal wave,
unusually severe rain or snow storm, hurricane, tornado or other catastrophic act of
nature, labor disputes, governmental, administrative or judicial order or regulation or other
event that is reasonably beyond the Vendor's ability to anticipate or control. Specifically, and
without limitation of the foregoing, during any Force Majeure Event, the Vendor shall have no
obligation to provide daily fixed price quotes pursuant to Section 5.E of this Agreement. Non-
compliance or default shall be corrected within a reasonable amount of time after force
majeure has ceased. Non - compliance or default shall be corrected within a reasonable amount
of time after force majeure has ceased.
ARTICLE 7: INDEMNIFICATION, INSURANCE AND LIMITATION OF LIABILITY.
A. Indemnification. The Vendor shall indemnify and hold harmless the Village, its officers,
employees, agents, and attorneys, from and against any third party injuries, claims,
demands, judgments, damages, losses and expenses, including reasonable attorney's fees and
costs of suit or defense, arising in the course of the Vendor's provision of the Services. This
duty shall survive for all claims made or actions filed within one year following either the
expiration or earlier termination of this Agreement. The Village shall give the Vendor timely
written notice of its obligation to indemnify and defend the Village after the Village's receipt of
a claim or action pursuant to this Section. For purposes of this Section, the word "timely'
shall mean within a time period that does not cause prejudice to the respective positions of
the Vendor and /or the Village. Nothing herein shall be construed to limit the Vendor's duty to
indemnify the Village by reference to the limits of insurance coverage described in this
Agreement.
B. Insurance. Contemporaneous with the Vendor's execution of this Agreement, the
Vendor shall provide certificates of insurance, all with coverages and limits acceptable to the
Village, and evidencing at least the minimum insurance coverages and limits as set forth
in Exhibit F to this Agreement. For good cause shown, the Village Manager, or his or her
designee, may extend the time for submission of the required certificates of insurance
upon such terms, and with such assurances of complete and prompt performance, as the
Village Manager, or his or her designee, may impose in the exercise of his or her sole
discretion. Such certificates shall be in a form acceptable to the Village and from companies
with a general rating of A minus, and a financial size category of Class X or better, in Best's
Insurance Guide; however, in the alternative, the Vendor may provide such certificates from
its captive insurer upon the prior approval of the Village, which approval shall not be
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unreasonably withheld. The Vendor shall, at all times during the term of this Agreement,
maintain and keep in force, at the Vendor's expense, the insurance coverages provided above.
C. LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS
AGREEMENT TO 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.
ARTICLE 8: MISCELLANEOUS.
A. Entire Agreement. This Agreement, including all Exhibits, constitutes the entire
Agreement and understanding between the Parties with respect to the Services. All prior written
and verbal agreements and representations with respect to the Services are merged into and
superseded by this Agreement.
B. Amendment. All amendments or modifications to this Agreement shall be made in
writing and signed by both Parties before they become effective.
C. Assignment. This Agreement shall not be transferred or assigned by either Party
without the express authorization of the other Party, which shall not be unreasonably withheld,
provided, however, that upon advance written notice to the Village, Vendor may assign this
Agreement to an affiliate without the express authorization of the Village, provided that
Vendor remains liable for Vendor's obligations hereunder.
D. 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 communications shall be
mailed may be changed from time to time by giving written notice to the other Party.
To Village
Assistant to the Village Manager
Village of Deerfield
850 Waukegan Road
Deerfield, IL 60015
Fax: 847 - 945 -0214
Attn: Andrew S. Lichterman
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#34420757_v10
To Vendor
Integrys Energy Services, Inc.
1716 Lawrence Drive
DePere, WI 54115
Attn: Contract Administration
With a copy to:
Holland & Knight LLP
131 S. Dearborn, 301h fl.
Chicago, IL 60603
Fax: (312) 263-3600
Attn: Hart M. Passman
With a copy to:
Integrys Energy Services, Inc.
20 N. Wacker Drive, Suite
2100
Chicago, IL 60606
Attn; Aggregation Program
Manager
E. Waivers. The failure of either Party to insist upon strict performance of such
requirements or provisions or to exercise any right under this Agreement shall not be construed
as a waiver or relinquishment of such requirements, provisions or rights. Nothing in this
Agreement shall be construed as a waiver of any rights, substantive or procedural, that the
Village may have under Federal or state law unless such waiver is expressly stated herein.
F. Aonlicable Law and Choice of Venue. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Illinois, without regard to
principles of conflict of laws. Except as to any matter within the jurisdiction of the ICC, all
judicial actions relating to any interpretation, enforcement, dispute resolution or any other
aspect of this Agreement shall be brought in the Circuit Court of the State of Illinois, Lake
County, Illinois. Any matter brought pursuant to the jurisdiction of the federal court shall be
brought in the United States District Court of the Northern District of Illinois.
G. Exhibits. Exhibits A through F attached to this Agreement are, by this reference,
incorporated into and made part of this Agreement.
H. Controllina Provisions. In the event of any inconsistency between the text of this
Agreement and the terms of the Exhibits hereto, the text of this Agreement shall control.
I. 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.
J. No Third -Party Beneficiaries. Nothing in this Agreement is intended to confer third -
party beneficiary status on any person, individual, corporation or member of the public to
enforce the terms of this Agreement.
K. Validity of Agreement. The parties acknowledge and agree in good faith on the
validity of the provisions, terms and conditions of this Agreement, in their entirety, and that the
Parties have the power and authority to enter into the provisions, terms, and conditions of this
Agreement.
L. Authority to Sian Agreement. Vendor warrants to the Village that it is authorized to
execute, deliver and perform this Agreement. The individual signing this Agreement on behalf
of the Vendor warrants to the Village that he is authorized to execute this Agreement in the name
of the Vendor.
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#34420757_v10
M. Bindina Effect. This Agreement shall inure to the benefit of, and be binding upon, the
[City/Village] and the Vendor and their respective successors, grantees, lessees, and assigns
throughout the Agreement Term.
N. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which shall together constitute one instrument.
O. Subcontractors. Vendor agrees to employ only those subcontractors that are
necessary and are approved in advance by the Village. Subcontractors shall be held to the
same strict confidentiality standards applicable to the Vendor, and shall be required to
otherwise comply with the requirements of this Agreement. The use of subcontractors whether
approved or unapproved shall not relieve the Vendor from the duties, terms and conditions
in this Agreement. For purposes of the provision of Renewable Energy Credits pursuant to
this Agreement, regional transmission organizations, independent system operators, and local
utilities are not considered subcontractors.
P. Gas Endorsement Program. The Parties agree to convene within 12 months after the
Effective Date to discuss plans for a natural gas endorsement program for the sale of natural
gas to residents and property owners of the Village. The Parties acknowledge that the supplier
for any such program may be an affiliate of Vendor, as Vendor is not currently licensed to sell
natural gas in the State of Illinois. Additionally, any such natural gas program shall be by mutual
agreement of the involved parties and shall not involve the use of confidential information
provided hereunder.
ARTICLE 9: REPRESENTATIONS AND WARRANTIES.
A. Mutual Representations and Warranties. Each Party represents and warrants to the
other Party, as of the date of this Agreement, that:
1. It is duly organized and validly existing under the laws of the jurisdiction of its
organization or incorporation, and if relevant under such laws, in good standing;
2. It has the corporate, governmental and /or other legal capacity, authority and
power to execute, deliver and enter into this Agreement and any other related
documents, and perform its obligations under this Agreement, and has taken
all necessary actions and made all necessary determinations and findings to
authorize such execution, delivery and performance;
3. The execution, delivery and performance of this Agreement does not violate or
conflict with any law applicable to it, any provision of its constitutional documents,
any order or judgment of any court or other agency of government applicable to it
or any of its assets or any contractual restriction binding on or affecting it or any
of its assets;
4. It has reviewed and understands this Agreement;
5. It shall comply with all federal, state, and local laws, regulations, licensing,
and disclosure requirements.
6. It shall maintain the confidentiality of Aggregation members' account information,
as required by 815 ILCS 505/2HH; and
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7. It shall not impose any conditions, terms, 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 Member enrolls in, or
chooses not to opt out of, the Program.
B. Additional Representations by the Vendor. The Vendor hereby further represents to
Village, as of the date of this Agreement, that:
1. Vendor shall hold any and all subcontractors to the Confidentiality provision set
forth below;
2. Vendor shall not compensate the Consultant with respect to the award of this
Agreement or the performance of this Agreement;
3. Vendor shall obtain and maintain, for the duration of this Agreement, such proof
of insurance detailed herein as the Village deem necessary;
4. Vendor warrants to all Members and to the Village that Vendor has good
marketable title to all electricity sold hereunder, and that said electricity is free from
all liens and diverse claims;
5. Vendor shall deliver or cause to be delivered all electricity supplied by Vendor to
each Member to the delivery point; and
6. Vendor shall maintain all of the qualifications, certifications, approvals, and other
authorizations required by law to provide the Services pursuant to this Agreement.
ARTICLE 10: CONFIDENTIALITY.
Vendor shall preserve the confidentiality of the account information it receives as a
result of the performance of its obligations set forth herein.
A. Vendor 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
shall survive the termination of this Agreement.
B. Notwithstanding the foregoing, Vendor 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.
C. Vendor agrees to give the Village prompt notice of any discovery request or order,
subpoena, or other legal process requiring disclosure of any confidential account information.
D. Vendor shall provide the Village with sufficient advance notice as to give the Village an
opportunity, at the Village's discretion and sole cost, to seek to quash the subpoena,
obtain a protective order or similar relief.
E. Vendor shall furnish only that portion of the confidential account information that is
required or necessary in the opinion of Vendor's legal counsel. In addition, Vendor shall use
reasonable efforts to obtain reasonable assurances that any account information so disclosed
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#34420757_v10
will be treated as confidential. All account information shall be returned to the Village at the
conclusion of the Services provided to the Aggregation Program,
F. Notwithstanding the foregoing, nothing herein shall prevent the use by Vendor of
such customer account information for the purpose of communicating with its customers. In
addition, nothing herein shall prevent Vendor from using information in the public domain prior to
its disclosure under this Agreement.
[SIGNATURE PAGE FOLLOWS]
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#34420757_v10
IN WITNESS WHEREOF, the Parties have duly executed this agreement to be effective
on the date first written above. The Parties agree that signatures transmitted by facsimile or
attachment to electronic mail transmission are acceptable and binding for execution of this
Aggregation Program Agreement.
Integrys Energy
w
Title: VI Ce— pne S je-P ,T
Date: ti, 1( ati2\ 311 -zolS
#34420757_v10
Village:
Signed:
Name:elA�
Title: IJ�U G �l -fit
Date: —'s Ito I S'
-22-
EXHIBIT A
CONSORTIUM MUNICIPAL AGGREGATION SUPPLY PRICING CONFIRMATION
QUOTE DATE: <XX >, 2015
i0za
FIRMATION
This Transaction Confirmation, once fully executed, is a Transaction Confirmation entered
into pursuant to the terms of the Power Supply Agreement By and Between The Village of
Deerfield and Integrys Energy Services, and forms a part thereof.
Vendor and Village agree that the Aggregation shall receive the Fixed Total Price set
forth below for the Delivery Period set forth below:
Delivery Period: <
2015 through 201_>
Fixed Commodity Price:
cents per kWh
Pass Through Items:
ComEd POR %:
cents per kWh
ComEd UCB Charge:
cents per kWh
Municipal Reimbursement:
cents per kWh
Vendor Margin:
0.11 cents per kWh
Fixed Total Price:
cents per kWh
Individualized Renewable Energy Mix (Initial Price Lock Term): cents per kWh
The Fixed Total Price does not include utility distribution charges or applicable taxes.
Section 5.E.7 of the Agreement applies to all Pricing identified herein.
The Municipal Reimbursement shall be $
A duly authorized representative of Village must affirm acceptance of the above Fixed
Commodity Price quote by: a) verbally accepting the quote via telephone to Vendor at XXX-
XXX-XXXX, and b) by affirming acceptance of the quote in writing by transmitting a fully
executed copy of this Transaction Confirmation to: XX.XX @XXX.com. Both verbal acceptance
and written affirmation of acceptance of the terms of this Transaction Confirmation must
be received by Vendor no later than 2 PM prevailing Central Time ( "Daily Acceptance
Deadline') on the Quote Date indicated above. Failure to do so shall cause the Fixed
Total Price quote for that Quote Date to lapse and to be of no binding effect.
Exhibit A -1
#34420757_v10
Village of Deerfield : I Integrys Energy Services, Inc.:
By: By:
Name: Name:
Title:
Exhibit A -2
#34420757_v10
EXHIBIT B
PRICE CALCULATION CHART
Fixed Commodity Price: cents per kWh
- energy supply: _ cents per kWh
- losses: cents per kWh
- capacity: _ cents per kWh
- transmission: _ cents per kWh
- renewable portfolio standard costs: _ cents per kWh
- ancillary services: _ cents per kWh
Pass Through Items:
ComEd POR %: cents per kWh
ComEd UCB Charge: cents per kWh
Municipal Reimbursement: cents per kWh
Vendor Margin: cents per kWh
Fixed Total Price: cents per kWh
Exhibit B -1
#34420757_v10
EXHIBIT C
VILLAGE OF DEERFIELD MEMBER TERMS AND CONDITIONS
AND UNIFORM DISCLOSURE STATEMENT
AUTOMATIC AGGREGATION - Electricity Purchase and Sale Terms and Conditions
The Village of Deerfield ( "Municipality "), pursuant to the aggregation authority conferred upon
it by , which passed by a majority of the vote on and Ordinance establishing the program,
selected Integrys Energy Services, Inc. to supply the aggregation and to administer
enrollments as described below. You, the account holder (also referred to as "Buyer") for
each account referenced on the letter accompanying these Electricity Purchase and Sale
Terms and Conditions (the "Account "), and Seller agree to the following terms and conditions.
Seller and Buyer (individually referred to as "Party" and collectively as "Parties ") agree to the
following Electricity Purchase and Sale Terms and Conditions ( "Agreement "), as of (the
"Effective Date "):
1. Enrollment:
a. Opt -Out: Enrollment is automatic for those who are eligible, but participation is
voluntary. IF YOU DO NOT WISH TO PARTICIPATE, YOU MUST OPT -OUT BY
RETURNING THE POSTCARD POSTMARKED NO LATER THAN [date] OR BY
CALLING [PHONE] BY [date].
b. Eligibility: To be eligible for automatic aggregation, Buyer and the Accounts to be
served (i) must be located within the Municipality's jurisdictional boundaries, (ii) must
be served by Commonwealth Edison (the "Utility ") on a residential or small commercial
rate class (0 -100kW or Watt Hour) provided such small commercial account consumes
less than 15,000 kWh annually, and (iii) may not be under contract with another
competitive supplier, on the Utility's real -time pricing, on bundled hold with the utility,
or franchised service with a municipal account.
c. Term: This Agreement shall become binding on the Effective Date, provided however,
the obligation of Seller to sell and schedule electricity for delivery to Buyer and the
obligation of Buyer to purchase, take and pay for electricity is contingent upon: (a)
successful enrollment by the Utility identified and (b) if applicable, the passage of the
Rescission Period (defined in Section 2) without effective cancellation by Buyer.
Successful enrollment by the Utility is dependent upon (i) the eligibility of Buyer's Utility
accounts, as set forth above and as determined by the Utility, to take from a retail
electric supplier and to participate in the Utility's purchase of receivables program, and
(ii) the accuracy and completeness of any information submitted by Buyer. Service will
commence on meter read dates in [date] and shall [remain in effect for billing
cycles /continue through the [month /year] meter read] ( "Initial Term "), unless
terminated pursuant to the terms of this Agreement.
2. Rescission Period: Unless Buyer is already a customer of Seller, Buyer may rescind the
Agreement by contacting Seller before Seller submits the enrollment request to the Utility.
Buyer may also rescind the Agreement and the pending enrollment within 10 days after the
Utility processes the enrollment request by contacting (a) Seller or the Utility, if Buyer is a
residential customer or (b) Seller, if Buyer is a small commercial customer.
3. Price:
a. Fixed Rate: For the Initial Term, Buyer shall pay the Fixed Rate multiplied by the
billing cycle usage for Accounts identified in the letter accompanying this Agreement.
Exhibit C -1
#34420757_v10
Through Buyer's meter read, the Fixed Rate is ¢ per kWh. No later than 30
days prior to the meter reads, Seller shall send Buyer notice by postcard, first class
mail, or non - profit standard bulk mail rate of any changes to this Agreement and the new
Fixed Rate applicable for the meter reads through the end of the Initial Term that will
have been negotiated with the Municipality pursuant to the Program Agreement. Both Parties
recognize that Seller's charges include tariff charges that are set forth by the Utility,
transmission provider, regional transmission organization or independent system
operator, the Federal Energy Regulatory Commission, and /or any other state or
governmental agency having jurisdiction (each an "Authorized Entity "). Seller may
pass through to Buyer, without markup as a separate line item or as an updated Fixed
Rate, (i) any increase in such tariff charges or (ii) other increase in Seller's cost to
provide electricity that result from an addition to, a change in, or change in
interpretation by an Authorized Entity of, or change in administration by an Authorized
Entity of, tariffs, operating protocols, laws, regulations, or other requirements of an
Authorized Entity, as applicable.
b. Switching Fees: While Seller does not charge Buyer a separate fee to switch to
Seller's service, if Buyer is currently receiving electricity pursuant to an agreement with
an alternative retail electric supplier, that supplier may charge Buyer for switching
electricity providers. If the Utility charges a fee for enrolling the Account to Seller's
service, Seller will reimburse Buyer for any such fees.
4. Renewal: After the Initial Term, the Seller will take all actions as necessary to return the
Buyer to the Utility for further electricity supply, unless either: (a) the Municipality and the
Seller extend the Power Supply Agreement under which Seller supplies the aggregation and
administers enrollments within the Municipality; or (b) Seller and Buyer enter into a new
agreement for the supply of electricity, which new agreement would not be subject to the
Municipality's electricity aggregation program.
5. Billing and Payment: Buyer will be invoiced for Seller's charges and the Utility's delivery
charges by the Utility on the invoice(s) Buyer receives from the Utility, and such billing and
payment shall be subject to the applicable Utility rules regarding billing and payment
procedures. Seller's charges or credits not invoiced through the Utility shall be invoiced or
credited, respectively, directly by Seller. Seller may cause the Utility to correct previous
invoices in the event of invoicing errors.
6. Taxes: Any tax levied against Seller by any governmental entity, exclusive of Seller's
income tax or taxes levied on Seller's real or personal property that must be paid by Seller
shall be passed through to and borne and reimbursed by Buyer. Buyer must provide Seller
with any applicable exemption certificates. Buyer shall pay any such taxes unless Seller is
required by law to collect and remit such taxes, in which case Buyer shall reimburse Seller for
all amounts so paid.
7. Termination; Remedies: If either Party defaults on its obligations under this Agreement
(which may include Buyer's switching to another electric supplier or the Utility or Buyer's
failure to pay the Utility), the other Party may terminate this Agreement, as applicable. No
termination fees shall apply. In addition, the Municipality may terminate this Agreement on
behalf of Buyer in the event that Seller has materially breached the Power Supply Agreement
between Seller and the Municipality, provided however Seller shall not be liable to Buyer
for any damages or penalties resulting from the Municipality's termination of this
Agreement, including claims related to the price received from Utility or an alternate supplier
being higher than the Price herein. Seller acknowledges that Buyer may terminate this
Agreement at any time without penalty or fee.
Exhibit C -2
#34420757_v10
8. Limitations: ALL ELECTRICITY SOLD HEREUNDER IS PROVIDED "AS IS ", AND
SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT WILL
EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, WHETHER IN AGREEMENT, IN
TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
9. Force Majeure: Except for Buyer's obligation to pay Seller timely, neither Party shall be
liable to the other for failure to perform an obligation if the non - performing Party was
prevented from performing due to an event beyond the reasonable control, that could not be
remedied by the exercise of due diligence and that was not reasonably foreseeable, including
without limitation, acts of God, a condition resulting in the curtailment of electricity supply or
interruption or curtailment of transmission on the electric transmission and /or distribution
system, interruption of Utility service, terrorist acts or wars, and force majeure events of the
Utility or independent system operator.
10. Questions, Complaints and Concerns: Buyer may contact Seller by calling [phone], at
Seller's website at www.intearvseneray.com, or by writing to 20 N. Wacker Drive, Ste
#2100, Chicago, IL 60606, Attn: Customer Service. For issues concerning this Agreement,
Seller will attempt to resolve the matter within five (5) business days after receiving the call or
letter. If Buyer is not satisfied with the response, or to obtain consumer education materials,
Buyer can contact the Illinois Commerce Commission's Consumer Services Division at 1 -800-
524 -0795 or 1- 800 - 858 -9277 for TTY hearing- impaired customers or visit the Illinois
Commerce Commission's website at www.icc.illinois.pov. Buyer may also contact the Illinois
Attorney General's Office at 1- 800 - 386 -5438 (Northern Illinois), 1 -800- 243 -0618 (Central
Illinois), or 1- 800 - 243 -0607 (Southern Illinois).
11. Miscellaneous: This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois, without regard for the conflicts of law provisions thereof. Title,
possession, control of the electricity, and risk of loss will pass from Seller to Buyer at the
delivery point, which shall be the Utility. Buyer appoints Seller as its agent for the purposes
of effectuating delivery, including for receipt of billing and usage data from the Utility. Subject
to regulatory approvals and notice from Seller, Seller may assign this Agreement without
Buyer's consent. Buyer may assign this Agreement only with Seller's prior written consent.
This Agreement (including without limitation the Account identification) shall be considered a
Letter of Agency and constitutes the entire agreement between the Parties, superseding all
verbal and written understandings. There are no third party beneficiaries to this Agreement
and none are intended. This Agreement shall only be amended in writing signed by both
Parties or with Notice from Seller to Buyer as described under Section 4 above. Buyer should
contact the Utility in the event of an electric emergency at 1- 800 - Edison -1 (residential) or 1-
877-4-ComEd-1 (commercial). Future correspondence may be sent by Seller to Buyer via
first class mail and /or electronic mail.
Exhibit C -3
#34420757_v10
UNIFORM DISCLOSURE STATEMENT
Seller: Integrys Energy Services, Inc.
Utility: ComEd
Seller's Contact Information: Physical Address: 20 N. Wacker Drive, Suite 2100, Chicago,
IL 60606. Telephone: [ #]. Website: www.integryseneray.com.
Illinois Commerce Commission's Consumer Services Division Contact Information:
Telephone: 1- 800 - 524 -0795 or 1- 800 - 858 -9277 for TTY hearing- impaired customers.
Website: www.icc.illinois.00v.
Utility's Contact Information: Telephone: 1- 800 - Edison -1 (residential) or 1- 877- 4- ComEd -1
(commercial).
Charges for Electricity Supply: Rate of $[rate] per kWh for service to the Accounts,
multiplied by the metered usage. Rate does not include Utility delivery charges or any
applicable taxes.
Term:
Deposit and Switching Fees: None
Rescission Period: Unless Buyer is already a customer of Seller, Buyer may rescind the
Agreement by contacting Seller before Seller submits the enrollment request to the Utility.
Buyer may also rescind the Agreement and the pending enrollment within 10 days after the
Utility processes the enrollment request by contacting (a) Seller or the Utility, if Buyer is a
residential customer or (b) Seller, if Buyer is a small commercial customer.
Savings: Savings are NOT guaranteed.
General Disclosures: Integrys is an independent seller of power and energy service, certified
by the Illinois Commerce Commission. Integrys does NOT represent or act on behalf of the
Utility, governmental bodies (unless the RES has entered into a contractual arrangement with
he governmental body and has been authorized by the governmental body to make such
statements) or consumer groups. The Utility remains responsible for the delivery of power and
nergy to Buyer's premises and will continue to respond to any service calls and emergencies.
Switching to Integrys will not impact Buyer's electric service reliability. Buyer will receive written
notification from the Utility confirming a switch of Buyer's power and energy supplier.
Along with your Agreement, please retain this Uniform Disclosure Statement for you
records, as required by 83 III. Adm. Code 412.
Please see the Agreement for full details of the transaction.
Exhibit C -4
#34420757_v10
EXHIBIT D
OPT -OUT LETTER
Exhibit D -1
#34420757_v10
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12211amar St.. Ste. 750
Houston. TX 77010 -9925
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Dear <First Name> <Last Name>,
Welcome to the
<Community. Village of Deerfield
Logo> Municipal Aggregation
Electricity Program.
This notification is in regards
to your electric Servkx at
< Service Address Line 1>
< Service Address Line 2>
<Service City >. < Service ST> <Zip>
dt.XX >O /kWh
<XX> months
The Village of Deerfield has selected Constellation Energy Services ( "Constellation ") as the preferred supplier for its Municipal
Aggregation Electricity Program in 2015, This includes a <term> program with a fixed rate of - 0LXX>f /kWh for bills received for
<Month> <Year> through <Month> <Year>. A 100% renewable energy option is also available at a fixed rate of <X.XX >OAWh for
the same term through Constellation's call center only.
You're Automatically Enrolled
As an eligible Village of Deerfield residenti al or small business customer, you are automatically enrolled unless you decide to
opt -out. To learn more about the program. please see the enclosed Terms and Conditions and the FAQ.
Who is Constellation?
Constellation is a leading electricity supplier within the U.S. to the residential, commercial and industrial marketplace. Constellation is
licensed by the Illinois Commerce Commission and has been chosen by the Village of Deerfield asthe alternate retail electric supplier
to provide electricity to Village of Deerfield residents and small businesses that are eligible for the program and who do not opt -out.
How To Opt -Out
You don't need to do anything toget the new low rate, however, if you decide not to take part in the program, please respond in one of
three ways by <Month> <Dety>, 2015 asdescribed [below.
1. Mail: Return the form below in the pre- addressed stamped envelope.
2. phone. Call Constellation at 1$44 - 271-9255. TO iCfliRl lROie'
3. Web: Visit constellation.com /il- deerfield.
We look forward to this collaboration. ® Call 1 -944- 271 -9255
Sincerely, Visit us online at
<Name>.<Title> Bruce Stewart, Chief Marketing Officer ® consteltation.corniffideefield
Village of Deerfield Constellation
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ekctrfdtypoclaasirlg oP6errsaevedalyeatwww. p' uginlAnds. orp .
YwAo have IhengM Iorequest from the I nowpoverAgency('FpA7, a Wofausupply
opfims ahedable toyou w m ekctmflymrmwrleraridn a lmnEd dwlaA7wsa mnWnsm ofpnms andproducls. Peaseaisobe adla'sed thath the event
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mgading C= Edtalffeddectricityservrx ,pkaremnrdcttha ComEd Cusbmer&ewv Depa-irmntatl- 600-336 -7661
Net mete" customers, pursuant to Secdm 16- 1o7._w1g and fpl of na PLl4, may kvkd necks for ciccWly supply service and do" sernice, or
both, if they switch to the Aggregalion Suppler.
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Phone Number Opt -Out Code
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Ao Ex.bn C.r
VILLAGE OF DEERFIELD MEMBER TERMS AND CONDITIONS
AND UNIFORM DISCLOSURE STATEMENT
AUTOMATIC AGGREGATION - Electricity Purchase and Sale Terms and Conditions
The Village of Deerfield ( "Municipality"), pursuant to the aggregation authority conferred upon it by, which
passed by a majority of the vote on and Ordinance establishing the program, selected Constellation Energy
Services ( "Constellation ") to supply the aggregation and to administer enrollments as described below. You,
the account folder (also referred to as "Buyer ") for each account referenced on the letteraocompanyingthese
Electricity Purchase and Sale Terms and Conditions (the "Account "), and Seller agree to the followingterms
and conditions. Seller and Buyer (individually referred to as "Party" and collectively as "Parties') agree tothe
following Electricity Purchase and Sale Terms and Conditions ( "Agreement "), as of (the "Effective Date "):
1. Enrollment:
a. Opt -Out: Enrollment is automatic for those who are eligible, but participation is voluntary. IFYOU
DO NOT WISH TO PARTICIPATE, YOU MUST OPT -OUT BY RETURNING THE POSTCARD
POSTMARKED NO LATER THAN <MONTH> <DAY >, <YEAR> OR BY CALLING 1- 644 -271-
9255 BY <MONTH> <DAY >, <YEAR%
b. Eligibility: To be eligible for automatic aggregation, Buyer and the Accounts to be served
(i) must be located within the Municipality's jurisdictional boundaries, (ii) must be served by
Commonwealth Edison (the "Utility ") on a residential or small commercial rate class (0 -100kW or
Watt Hour) provided such small commercial account consumes less than 15.000 kWh annually,
and (iii) may not be under contract with another competitive supplier, on the Utility's real -time
pricing, on bundled hold with the utility, or franchised service with a municipal account.
c. Term: This Agreement shall become binding onthe Effective Date, provided however, the obligation
of Seller to sell and schedule electricityfordelivery to Buyer and the obligation of Buyer to purchase,
take and pay for electricity is contingent upon: (a) successful enrollment by the Utility identified
and (b) if applicable, the passage of the Rescission Period (defined in Section 2) without effective
cancellation by Buyer. Successful enrollment by the Utility is dependent upon (i) the eligibility of
Buyer's Utility accounts, as set forth above and as determined by the Utility, to take from a retail
electric supplier and to participate in the Utility's purchase of receivables program, and (ii) the
accuracy and completeness of any information submitted by Buyer. Service will commence on
meter read dates in <Month> <Year> and shall remain in effect for billing cycles through <Month>
<Year> ( "Initial Term "), unless terminated pursuant to the terms of this Agreement.
2. Rescission Period: Unless Buyer is already a customer of Seller, Buyer may rescind the Agreement
by contacting Seller before Seller submits the enrollment request to the Utility. Buyer may also
rescind the Agreement and the pending enrollment within 10 days after the Utility processes the
enrollment request by contacting (a) Seller or the Utility, if Buyer is a residential customer or (b)
Seller, if Buyer is a small commercial customer.
3. Price:
a. Fused Rate: For the Initial Term, Buyer shall pay the Fixed Rate multiplied by the billing cycle
usage for Account(s) identified in the letter accomparrying this Agreement. Through Buyer's
<Month> <Year> meter read, the Fixed Rate is <X.XX >g per kWh. No later than 30 days prior
to the <Month> <Year> meter reads. Seller shall send Buyer notice by postcard, first class mail,
02015 Constellabon Energy Resources. LLC. The forgoing offering is soldand contracted by Constellation Energy Services, a subsidiary of Exelon Corporation.
Errors and omissions excepted. Illinois Alternative Retai Decide Supplier License #10-0540
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or non - profit standard bulk mail rate of any changes to this Agreement and the new Fixed Rate
applicable for the <Month> <Year> meter reads through the end of the Initial Term that will
have been negotiated with the Municipality pursuant to the Program Agreement, Both Parties
recognize that Seller's charges include tariff charges that are set forth by the Utility, transmission
provider, regional transmission organization or independent system operator, the Federal Energy
Regulatory Commission, and /orany other state orgovernmental agency having jurisdiction (each
an "Authorized Entity"). Seller may pass through to Buyer, without markup as a separate line item
or as an updated Fixed Rate, (i) any increase in such tariff charges or (ii) other increase in Seller's
cost to provide electricity that result from an addition to, a change in, or change in interpretation
by an Authorized Entity of, or change in administration by an Authorized Entity of, tariffs, operating
Protocols. laws, regulations, or other requirements of an Authorized Entity. as applicable.
b. Switching Fees: While Seller does not charge Buyer a separate fee to switch to Seller's service, if
Buyer is currently receiving electricity pursuant to an agreement with an alternative retail electric
supplier, that supplier may charge Buyer for switching electricity providers. If the Utility charges a
fee for enrolling the Account to Seller's service, Seller will reimburse Buyer for any such fees.
4. Renewal: After the Initial Term, the Seller will take all actions as necessary to return the Buyer to
the Utility for further electricity supply, unless either: (a) the Municipality and the Seller extend
the Power Supply Agreement under which Seller supplies the aggregation and administers
enrollments within the Municipality; or (b) Seller and Buyer enter into a new agreement for the
supply of electricity, which new agreement would not be subject to the Municipality's electricity
aggregation program.
5. Billing and Payment Buyer will be invoiced for Seller's charges and the Utility's delivery charges
by the Utility on the invoice(s) Buyer receives from the Utility, and such billing and payment shall be
subject to the applicable Utility rules regarding billing and payment procedures. Seller's charges or
credits not invoiced through the Utility shall be invoiced or credited, respectively, directly by Seller.
Seller may cause the Utility to correct previous invoices in the event of invoicing errors.
6. Taxes: Any tax levied against Seller by any governmental entity, exclusive of :by income tax
or taxes levied on Seller's real or personal property that must be paid by Sel be passed
through to and borne and reimbursed by Buyer. Buyer must provide Seller applicable
exemption certificates. Buyer shall pay any such taxes unless Seiler is requirw to collect and remit such taxes, in which case Buyer shall reimburse Seller for all amound.
7. Termination; Remedies: If either Party defaults on its obligations under this Agreement (which
may include Buyer's switching to another electric supplier or the Utility or Buyer's failure to pay
the Utility), the other Party may terminate this Agreement, as applicable. No termination fees
shall apply. In addition, the Municipality may terminate this Agreement on behalf of Buyer in the
event that Seller has materially breached the Power Supply Agreement between Seller and the
Municipality, provided however Seller shall not be liable to Buyer for any damages or penalties
resulting from the Municipality's termination of this Agreement, including claims related to the
price received from Utility or an alternate supplier being higher than the Price herein. Seller
acknowledges that Buyer may terminate this Agreement at any time without penalty or fee.
02015 Constellation Energy Resources. LLC. The forgoing offering issold and contracted by Constellation Energy Services, a subsidiary of Exelon Corporation.
Errors and omissions excepted. Illinois ARematNe Rated Electric Supplier License M10 -0540
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8. Limitations: ALL ELECTRICITY SOLD HEREUNDER IS PROVIDED AS IS ", AND SELLER
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE
UNDER THIS AGREEMENT, WHETHER IN AGREEMENT, IN TORT (INCLUDING NEGLIGENCE
AND STRICT LIABILITY). OR OTHERWISE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, OR PUNITIVE DAMAGES.
9. Force Majeure: Except for Buyer's obligation to pay Seller timely, neither Party shall be liable
to the other for failure to perform an obligation if the non - performing Party was prevented from
performing due to an event beyond the reasonable control, that could not be remedied by the
exercise of due diligence and that was not reasonably foreseeable, including without limitation, acts
of God, a condition resulting in the curtailment of electricity supply or interruption or curtailment of
transmission on the electric transmission and /or distribution system, interruption of Utility service,
terrorist acts or wars, and force majeure events of the Utility or independent system operator.
10. Questions, Complaints and Concerns: Buyer may contact Seller by calling
1- 844-271- 9255, at Seller's website at www.constellation.com, or by writing to 31.221 Lamar
St., Ste. 750, Houston, TX 77010-9925, Attn: Customer Service. For issues concerning this
Agreement, Seller will attempt to resolve the matter within five (5) business days after receiving the call
or letter. If Buyer is notsatisfied withthe response, orto obtain consumer education materials, Buyercan
contact the Illinois Commerce Commission's Consumer Services Division at 1-800- 524 -0795 or 1 -800-
858 -9277 for TTY hearing- impaired customers or visit the Illinois Commerce Commission's website at
www.ice.illinois.gov. Buyer may also contact the Illinois Attorney General's Office at 1- 800 - 386 -5438
(Northern Illinois), 1-800-243-0618 (Central Illinois), or 1- 800 - 243 -0607 (Southern Illinois).
11. Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of
the State of Illinois, without regard for the conflicts of law provisions thereof. Title, possession, control
of the electricity, and risk of loss will pass from Seller to Buyer at the delivery point, which shall be the
Utility. Buyer appoints Seller as its agent forthe purposes of effectuatingdelivery, includingfor receipt of
billing and usage data fromthe Utility. Subject to regulatory approvals and notice from Seller, Seller may
assign this Agreement without Buyer's consent. Buyer may assign this Agreement only with Sellers
prior written consent. This Agreement (including without limitation the Account identification) shall be
considered a Letter of Agency and constitutes the entire agreement between the Parties, superseding
all verbal and written understandings. There are no third party beneficiaries to this Agreement and
none are intended. This Agreement shall only be amended in writing signed by both Parties or with
Notice from Seller to Buyer as described under Section 4 above. Buyer should contact the Utility in
the event of an electric emergency at 1- 800 - Edison- 1(residential) or 1$77- 4- ComEd- 1(commercial).
Future correspondence may be sent by Sellerto Buyer via first class mail and /or electronic mail.
02015 Constellation Energy Resources, I.I.C. The forgoing ottenng is sold and contracted by Constellation Energy Services. a subsidiary of Enter, Corporation.
Errors and emissions excepted. Illinois Alternative Ratio Electric Supplier License #10-OW
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UNIFORM DISCLOSURE STATEMENT
Seller: Constellation Energy Services ( "Constellation ")
Utility: ComEd
F ntact Information: Physical Address: 1221 Lamar St., Ste. 750, Houston, TX 77010 -9925.
1 -844- 271 -9255. Webste: www.constellation.com.
mmerce Commission's Consumer Services Division Contact Information: Telephone:
0795 or 1- 800 - 858 -9277 for TTY hearing- impaired customers. Website: www.icc.illinois.gov.
ntact Information: Telephone: 1$00- Edson- 1(residential) or 1- 877- 4- ComEd- 1 (commercial).
Charges for Electricity Supply: Rate of <X.XX >o per kWh for service to the Accounts, multiplied by
the metered usage. Rate does not include Utility delivery charges or any applicable taxes.
Term: <Month> <Year> through <Month> <Year> billing cycles.
Deposit and Switching Fees: None
Rescission Period: Unless Buyer is already a customer of Seller, Buyer may rescind the Agreement
by contacting Seller before Seller submits the enrollment request to the Utility. Buyer may also rescind
the Agreement and the pending enrollment within 10 days after the Utility processes the enrollment
request by contacting (a) Seller or the Utility, if Buyer is a residential customer or (b) Seller, if Buyer is
a small commercial customer.
Savings: Savings are NOT guaranteed.
General Disclosures: Constellation is an independent seller of power and energy service, certified
by the Illinois Commerce Commission. Constellation does NOT represent or act on behalf of the
Utility, governmental bodies (unless the RES has entered into a contractual arrangement with the
governmental body and has been authorized by the governmental body to make such statements)
or consumer groups. The Utility remains responsible for the delivery of power and energy to Buyer's
premises and will continue to respond to any service calls and emergencies. Switching to Constellation
will not impact Buyer's electric service reliability. Buyer will receive written notification from the Utility
confirming a switch of Buyer's power and energy supplier.
Along with your Agreement, please retain this Uniform Disclosure Statement for your records,
as required by 83 ill. Adm. Code 412.
Please see the Agreement for full details of the transaction.
wzuu constellation Energy Resources. LLC. The forgoing offering is sold and contracted by Constellation Energy Semoes, a subsidiary of Exelon Corporation.
Errors and omissions excepted. Illinois AffemajW Retai Electric Supplier License 810.0540
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EXHIBIT E
PROGRAM MANAGEMENT AND DOCUMENTATION
Exhibit E -1
#34420757_v10
101911312:
Program Management and Documentation
A. Program Management— Vendor assigns a Program Manager to each community that is served
through Electric Aggregation programs. The Program Manager is responsible to coordinate all
activities between the community and Vendor. The Program Manager is the community's
primary point of contact and has a full understanding of the Agreement and all internal process
and procedures utilized with aggregation communities.
B. Member Education —Vendor will work to educate community members primarily through three
different methods.
a. Opt -out material — Co- branded opt -out letters along with a welcome letter are used to
inform residents of the program. The Opt -out letter will include information on the
rate, term, ability to opt -out of the program along with the methods of opting out, toll
free number to the Vendor's Customer Care Center and the URL for a landing page
dedicated to the community's electric aggregation program. Additionally, FAQ along
with the Terms and Conditions will be sent with the Opt -out letter providing members
the information they need to make an informed decision. See Exhibit D.
b. Call Center —To ensure best in class customer service, Vendor provides each Municipal
Aggregation program community with a unique toll free number to support program
education and customer service. Available to all residents and small commercial
customers within the program, calls into the toll -free number will receive a live answer
by our fully trained customer service staff 24 hours a day /7 days a week /365 days a
year. Vendor typically maintains a minimum of eighty available lines at the inbound call
center. This line will be designated as a high priority within our center. All calls into the
toll -free number will be answered by a live customer service representative without the
need for dial through options (i.e. press 1 for Community A, press 2 for Community B
etc.). By having an individual phone number for each community, we will be able to
track the call activity and report back at the community level. Our average time to speak
with a live agent is less than 30 seconds. Based on the toll free number dialed, our care
department representatives know that the call is in regards to your program. All
frequently asked questions and program specific information is instantly displayed when
the call comes in arming the agent with the most up -to -date and accurate information
to serve the caller. Customer care agents will receive extensive training on your specific
program and will not be allowed to handle any interaction with Aggregation Members
until they have successfully completed training. All representatives have procedures for
escalating issues to qualified supervisors and they're empowered to assure callers that
prompt attention will be paid to their issues. All calls are recorded for quality and
training purposes and many of our interactions are monitored by supervisors each day.
Additionally, all billing or service complaints are documented through a ticket tracking
system to ensure that no concern is missed. The data is also maintained in an internal
data warehouse should there be a need to revisit any concern. This data is also used to
determine where customer concerns are most frequently occurring so that they can be
addressed operationally.
c. Website access — Vendor provides a link on our website specific to the community. The
website will contain information that explains the program, offers a website enrollment
opportunity, contains a link to frequently asked questions, provides a copy of the opt -
out letter and program agreement, and provides information on program pricing
(current and historical). Vendor has multi - lingual capabilities in its website live chat.
C. Public Outreach — Vendor will work with the community to determine if additional public
outreach is warranted and if so the best methods to more fully communicate and educate
community members.
EXHIBIT F
INSURANCE REQUIREMENTS
A. Worker's Compensation and Employer's Liability with limits not less than:
(1) Worker's Compensation: Statutory;
(2) Employer's Liability:
$500,000 injury-per occurrence
$500,000 disease -per employee
$500,000 disease - policy limit
Such insurance shall evidence that coverage applies in the State of Illinois.
B. Comprehensive Motor Vehicle Liability with a combined single limit of liability for
bodily injury and property damage of not less than $1,000,000 for vehicles owned,
non- owned, or rented.
All employees shall be included as insureds.
C. Comprehensive General Liability
with coverage written on a "claims made" basis with limits no less than:
$1,000,000 Bodily Injury and Property Damage Combined Single
Limit Coverage is to be written on a "claims made" basis.
Coverages shall include:
Broad Form Property Damage Endorsement
Blanket Contractual Liability (shall expressly cover the indemnity
provisions of the Contract)
D. Professional Liability Insurance. With a limit of liability of not less than $1,000,000 per
occurrence and
$2,000,000 in the aggregate and covering Vendor against all sums that Vendor may
be obligated to pay on account of any liability arising out of the Contract.
E. Umbrella Policy. The required coverages may be in any combination of primary,
excess, and umbrella policies. Any excess or umbrella policy shall provide excess
coverage over underlying insurance on a following -form basis such that when any
loss covered by the primary policy exceeds the limits under the primary policy, the
excess or umbrella policy becomes effective to cover such loss.
F. Village as Additional Insured. Village shall be named as an Additional Insured on
all policies except for:
Worker's Compensation
Professional Liability
G. Other Parties as Additional Insureds. In addition to Village, the following parties shall
be named as additional insured on the following policies:
Additional Insured Policy or Policies
Exhibit F -1
#34420757_v10